Slide 1: ENGIE – Shareholders' Meeting
1 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 2: Opening
OPENING
Slide 3: Resolutions submitted to the Ordinary Shareholders' Meeting
esolutions submitted to the ORDINARY Shareholders’ Meeting R Approval of the Company financial and consolidated financial statements for fiscal year 2017, allocation of net income and declaration of dividend for 2017, regulated commitments and agreements, authorization of the Board of Directors
Slide 4: Resolutions submitted to the Extraordinary Shareholders' Meeting
esolutions submitted to the EXTRAORDINARY Shareholders’ Meeting R Delegation of authority to the Board of Directors to issue common shares and/or share equivalent only outside public tender offer periods for the Company’s shares (Resolutions 13 to 17) Delegation of authority to the Board of Di
Slide 5: Delegation of authority to the Board of Directors to increase the share capital
Delegation of authority to the Board of Directors to increase the share capital by issuing shares or securities giving access to equity securities to be issued, with preferential subcription rights waived, for the benefit of ENGIE group employee savings plan members (Resolution 26) Delegation of
Slide 6: Main topics to be treated during the Shareholders' Meeting
MAIN TOPICS TO BE TREATED DURING THE SHAREHOLDERS’ MEETING In % of respondents Stock performance Group Strategy Competitive and economic 2017 financial environment results and Dividend perspectives policy 6 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 7: Meeting agenda
ENGIE, a major player of the worldwide energy revolution The successful industrial repositioning 2017 results and 2018 outlook Governance Presentation of the resolutions Statutory auditors Dialogue with shareholders Vote on Resolutions 7 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 8: ENGIE, a major player of the worldwide energy revolution
ENGIE, A MAJOR PLAYER OF THE WORLDWIDE ENERGY REVOLUTION
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Slide 10: The successful industrial repositioning
THE SUCCESSFUL INDUSTRIAL REPOSITIONING
Slide 11: Global warming, geopolitical balances, access to energy, quality of life
GLOBAL WARMING In 2040, gas and renewables World average annual rise will exceed fossile energies of temperatures of 1°C since 1980 (Source : IEA) GEOPOLITICAL BALANCES Solar resources widely distributed: Increasing energy dependence 65% of solar production will come of emerging countries from emerg
Slide 12: Energy market trends and figures
In 2016, investments in 45% 53% In 2040, gas and renewables renewables exceed will exceed fossile energies investments in hydrocarbures (Source : IEA) 55% 47% (Source : IEA) (in bn$) 2015 2016 Electricity Hydrocarbures Solar PV Solar resources widely distributed: +15% /year Electricity 65% of solar
Slide 13: Active consumers ask for integrated solutions
Active consumers ask for integrated solutions A greener A greener electricity gas
Slide 14: Transformation plan 2016-2018
TRANSFORMATION PLAN 2016-2018 DISPOSALS INVESTMENTS INNOVATION EFFICIENCY AND AGILITY UPSTREAM CLIENT E&P LNG SOLUTIONS GAS DIGITAL AGILE PERFORMANCE ENERGY NEW TECHNOLOGY OPERATIONAL COAL RENEWABLES EFFICIENCY €15.0bn €14.3bn €1.5bn 1 €1.3bn 10 ~90% 97% digital platforms 100% achieved secured sec
Slide 15: The closing of accounts: 2015 vs 2017
2015 2017 NET RECURRING INCOME, GROUP SHARE €2.6bn €2.6bn NET INCOME, GROUP SHARE €-4.6bn €1.4bn LESS CARBON SHARE OF EBITDA FROM LOW CO2 ACTIVITIES 75% 91% STRONG ORGANIC GROWTH POTENTIAL ORGANIC GROWTH OF EBITDA 2015 VS 2014 AND 2017 VS 2016 -9% +5% MORE PROFITABLE ROCE 6.5% 7.2% STRONGER FINANCIA
Slide 16: Help our clients improve their energy usage and produce greener energy
HELP OUR CLIENTS TO IMPROVE THEIR ENERGY USAGE AND TO BUILD BETTER PLACES TO LIVE …AND PRODUCE AND DISTRIBUTE A GREENER ENERGY
Slide 17: Integrated customer solutions and energy infrastructures
Integrated customer solutions HELP OUR CUSTOMERS TO IMPROVE THEIR ENERGY USAGE AND BUILD BETTER PLACES TO LIVE Energy Infrastructures PRODUCE AND DISTRIBUTE Contracted power generation capacities A GREENER ENERGY Merchant power generation capacities 2015 2016 2017 2018
Slide 18: Activities deployed at large scale
ACTIVITIES DEPLOYED AT LARGE SCALE HELP OUR CUSTOMERS TO IMPROVE THEIR Integrated customer solutions ENERGY USAGE B2C B2B B2T AND BUILD BETTER PLACES TO LIVE 24 M of contracts #1 Worldwide #1 Worlwide cooling networks #1 Green offers in France Leader in 10 countries #4 Worlwide heating networks Ener
Slide 19: Emerging activities
EMERGING ACTIVITIES HELP OUR CUSTOMERS TO IMPROVE THEIR Integrated customer solutions ENERGY USAGE Building intagrated AND BUILD BETTER Green gas production PLACES TO LIVE Energy Infrastructures PRODUCE AND DISTRIBUTE A GREENER ENERGY Contracted power generation capacities Storage Digital Green mobi
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Slide 21: 2017 results and 2018 outlook
2017 RESULTS AND 2018 OUTLOOK
Slide 22: 2017 results and organic growth
2017 RESULTS AND ORGANIC GROWTH In €bn Revenues 65.0 EBITDA 9.3 Net recurring income, Group share (1) 2.6 Net income, Group share 1.4 (1) NRIgs excluding IFRS 5 accounting treatment for E&P (E&P classified as “discontinued operations”) i.e. NRIgs excluding the D&A upside (€0.1bn) but including E&P u
Slide 23: EBITDA by segment 2016-2017
EBITDA(1) 2016 2017 In €bn 2.3 Customer solutions 1.9 Infrastructures 3.8 3.8 Renewable and Thermal Power 3.0 3.1 Generation Contracted 0.3 0.3 Power generation 0.8 0.6 Merchant(2) (1) Unaudited figures, excluding unallocated corporate costs and non-core activities sold (2) 2016 restated of nuclear
Slide 24: Net debt/EBITDA, credit rating, dividend
Net Debt(1) / Ebitda 2.2x Credit rating A- / A2 Dividend €0.70 / share (1) Net debt pro forma from E&P interco debt 24 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 25: Financial structure
FINANCIAL STRUCTURE In €bn Financial net debt Cost of gross debt 27.7 24.8 2.99% 22.5 2.78% 2.63% Dec 15 Dec 16 Dec 17 25 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 26: Net recurring income Group share and 2018 outlook
NET RECURRING INCOME GROUP SHARE In €bn 2.66 2.45-2.65(3) D&A uplift(1) 0.10 2.36(2) Net debt / Ebitda ≤ 2.5x +8% “A” category rating 2017 reported 2017 2018 estimated Whithout E&P & LNG (1) Coming from IFRS 5 treatment of E&P (2) Without E&P and LNG contributions and without IFRS 9 and IFRS 15 trea
Slide 27: Dividend per share
DIVIDEND PER SHARE In € per share Updated 2018 DPS 0.75 +7% 0.70 For fiscal year 2017 2018 27 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 28: Governance
GOVERNANCE
Slide 29: Board activities in 2017
BOARD ACTIVITIES IN 2017 Chairman Chief Executive Officer Independant directors 8 4 Directors representing Employees and employees-shareholders 4 14 meetings Directors nominated by French state 90% Participation rate Director representing French state 1 19 directors 53% independant directors(1) 21%
Slide 30: Board committees: meetings and participation rate
Strategy, Ethic, Environment Audit Nominations, Investments and sustainable Compensations and Technology Development and Governance Edmond Ann-Kristin Marie-José Françoise Alphandéry Achleitner Nadeau Malrieu Meetings 15 4 10 6 Participation rate 89% 85% 94% 97% Aldo Cardoso Mari-Noëlle Jégo-Laveiss
Slide 31: Risks related to ENGIE's business
STRUCTURAL TRENDS ENERGY MARKETS TRENDS ENGIE BUSINESS MODEL Risks related to the Strategic risks Operational risks related external environment of sector transformation to the business Transformation of the Industrial safety/ electricity market Nuclear safety Country risks Digitalization & Cybersec
Slide 32: Executive compensation structure
S H O R T- T E R M M E D I U M / L O N G - T E R M Qualitative criteria Net recurring Income • Leading the Transformation plan 1/3 Group share (NRIgs) 40% • Risk prepardness and management 30% • Managing difficult cases • Communications • CSR Return on capital employed 1/3 (ROCE) Quantitative criter
Slide 33: Ross McInnes
Since April, 2015 • Chairman of the Board of Directors of Safran Since February, 2013 • Director of Eutelsat Ross From May 2011 to April 2015 • Executive Vice President, Economic and Financial Affairs of Safran McInnes From July 2009 to April 2011 • Member of the Executive Board of Safran Born March
Slide 34: Jean-Pierre Clamadieu
Since May 2012 • Chairman of Solvay’s Executive Committee Jean-Pierre Clamadieu From September 2011 to April 2012 • Vice-Chairman of Solvay’s Executive Committee Born August 15, 1958 From 2008 to September 2011 French nationality • Chairman and Chief Executive Officer of Rhodia Chairman of the Execu
Slide 35: Board composition after the Shareholders' Meeting
Chairman Chief executive Officer Independant directors 8 4 Directors representing employees and employees-shareholders 3 Directors nominated by French State Non independant director 1 1 Director representing French State 19 directors 60% independant directors(1) 21% foreign directors 50% women(2) (1
Slide 36: Presentation of the resolutions
PRESENTATION OF THE RESOLUTIONS
Slide 37: Resolutions submitted to the Ordinary Shareholders' Meeting
esolutions submitted to the ORDINARY Shareholders’ Meeting R Approval of the Company financial and consolidated financial statements for fiscal year 2017, allocation of net income and declaration of dividend for 2017, regulated commitments and agreements, authorization of the Board of Directors
Slide 38: Resolutions submitted to the Extraordinary Shareholders' Meeting
esolutions submitted to the EXTRAORDINARY Shareholders’ Meeting R Delegation of authority to the Board of Directors to issue common shares and/or share equivalent only outside public tender offer periods for the Company’s shares (Resolutions 13 to 17) Delegation of authority to the Board of Di
Slide 39: Delegation of authority to the Board of Directors to increase the share capital
Delegation of authority to the Board of Directors to increase the share capital by issuing shares or securities giving access to equity securities to be issued, with preferential subcription rights waived, for the benefit of ENGIE group employee savings plan members (Resolution 26) Delegation of
Slide 40: Statutory auditors
STATUTORY AUDITORS
Slide 41: Statutory auditors' reports
S TAT U T O R Y A U D I T O R S ’ R E P O R T S Reports submitted under Reports submitted under OGM the resolutions of the Ordinary EGM the resolutions of the Extraordinary Shareholders’ Meeting Shareholders’ Meeting • Report on the annual accounts • Reports on capital transactions (Resolution 1) (R
Slide 42: Dialogue with shareholders
Se DIALOGUE WITH SHAREHOLDERS
Slide 43: Vote on resolutions
VOTE ON RESOLUTIONS
Slide 44: 2017 Company financial statements
OGM 017 Company financial statements 2 Approval of transactions and the parent Company financial statements for fiscal year showing net income for the year of €1,420,661,432. 44 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 45: 2017 Consolidated financial statements
OGM 017 Consolidated financial statements 2 Approval of the consolidated financial statements for fiscal year 2017 showing consolidated net income, Group share, for the year of €1,422,700,147. 45 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 46: Appropriation of net income and dividend for fiscal year 2017
OGM ppropriation of net income and declaration of dividend for fiscal year 2017 A The purpose of this resolution is to allocate the income and set the ordinary dividend per share at €0.7 and the supplementary dividend per share at €0.07, payable to the shares that have been registered for at lea
Slide 47: Approval of agreement on merging French gas terminal and transmission businesses
OGM pproval of agreement relating to the merging of the French natural gas terminal A and transmission businesses Pursuant to Article L.225-38 of the French Commercial Code, the purpose of this resolution is to approve all the agreements relating to the merging of the French natural gas terminal
Slide 48: Agreement on firm purchase of 11,100,000 shares from the French State
OGM pproval of the agreement relating to the firm purchase from the French State A of 11,100,000 shares Pursuant to Article L.225-38 of the French Commercial Code, the purpose of this resolution is to approve the agreement, authorized by the Board of Directors on September 5, 2017, relating to t
Slide 49: Agreement on potential purchase of up to 11,111,111 shares from the French State
OGM pproval of the agreement relating to the potential purchase from the French State A of up to 11,111,111 shares, depending on the number of shares acquired by the employees under the Link 2018 employee shareholding plan Pursuant to Article L.225-38 of the French Commercial Code, the purpose o
Slide 50: Renewal of authorization to trade in the Company's shares
OGM Renewal of the the authorization to trade in the Company’s shares Maximum purchase price : €30. Maximum number of shares purchased during the program and maximum stake at any time: 10 % of the share capital. Maximum aggregate amount of purchases: €7.3 billion. This resolution may not be
Slide 51: Appointment of Mr. Jean-Pierre Clamadieu as Director
OGM ppointment of Mr. Jean-Pierre Clamadieu as Director A French citizen. Term of office: Shareholders’ Meeting convened in 2022 to approve the 2021 financial statements. 51 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 52: Appointment of Mr. Ross McInnes as Director
OGM ppointment of Mr. Ross McInnes as Director A Dual French-Australian citizen Term of office: Shareholders’ Meeting convened in 2022 to approve the 2021 financial statements. 52 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 53: Compensation awarded for 2017 to Isabelle Kocher, CEO
OGM pproval of the components of compensation due or awarded for 2017 to Isabelle Kocher, A Chief Executive Officer Shareholders are requested to approve the components of compensation due or awarded for 2017 to Isabelle Kocher, Chief Executive Officer as described on pages 47 to 49 of the Notic
Slide 54: Compensation principles and criteria for the Chairman
OGM pproval, in accordance with Article L. 225-37-2 of French Commercial Code, of the principles A and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation and benefits attributable to the Chairman of the Board of
Slide 55: Compensation principles and criteria for the CEO
OGM pproval, in accordance with Article L. 225-37-2 of French Commercial Code, and benefits A attributable to the Chief Executive Officer of the principles and criteria for the determination, distribution and allocation of the fixed, variable, and exceptional components of the total compensation
Slide 56: Issuance of securities with preferential subscription rights maintained
EGM enewal of delegation of authority to the Board of Directors to issue various securities, R with preferential subscription rights maintained (delegation to be used, only outside the context of a public tender offer). Public offering of: ‒ Common shares and/or share equivalents of the Company
Slide 57: Issuance of securities with preferential subscription rights waived
EGM enewal of delegation of authority to the Board of Directors to issue various securities, R with preferential subscription rights waived (delegation to be used only outside the context of a public tender offer). Public offering, including in the context of a tender offer on a listed company,
Slide 58: Issuance via private placement with qualified investors
EGM elegation of authority to the Board of Directors to issue ordinary shares or other securities, D with preferential subscription rights waived, in the context of a private placement with qualified investors or a limited circle of investors (to be used only outside public tender offer periods)
Slide 59: Greenshoe increase of securities issued
EGM enewal of delegation of authority to the Board of Directors to increase the number R of securities to be issued under the 13th, 14th, and 15th resolutions (“greenshoe”) (delegation to be used only outside the context of a public tender offer). Maximum nominal amount: 15% of the initial issue
Slide 60: Issuance in consideration for contributions of securities
EGM enewal of delegation of authority to the Board of Directors to issue ordinary shares R and/or various securities in consideration for contributions of securities to the Company, within the limit of 10% of the share capital (delegation to be used only outside the context of a public tender offe
Slide 61: Issuance with preferential rights maintained during a public tender offer
EGM enewal of delegation of authority to the Board of Directors to issue various securities, R with preferential subscription rights maintained (delegation to be used only within the context of a public tender offer). Public offering of: ‒ Common shares and/or share equivalents of the Company an
Slide 62: Issuance with preferential rights waived during a public tender offer
EGM enewal of delegation of authority to the Board of Directors to issue various securities, R with preferential subscription rights waived (delegation to be used only within the context of a public tender offer). Public offering, including in the context of a tender offer on a listed company, o
Slide 63: Private placement during a public tender offer
EGM enewal of delegation of authority to the Board of Directors to issue common shares or other R securities, with preferential subscription rights waived, in the context of a private placement with qualified investors or a limited circle of investors (delegation to be used only within the context
Slide 64: Greenshoe during a public tender offer
EGM enewal of delegation of authority to the Board of Directors to increase the number R of securities to be issued under the 18th, 19th and 20th resolutions (delegation to be used only within the context of a public tender offer). Maximum nominal amount: 15% of the initial issue counting agains
Slide 65: Contributions of securities during a public tender offer
EGM enewal of delegation of authority to the Board of Directors to issue ordinary shares and/or R various securities in consideration for contributions of securities to the Company, within the limit of 10% of the share capital (delegation to be used only within the context of a public tender offer
Slide 66: Overall ceiling for capital increase authorizations
EGM imit on the overall ceiling for immediate or future capital increase authorizations L Maximum nominal amount: €265 million. Maximum aggregate nominal amount common to the 13th, 14th, 15th, 16th, 17th, 18th, 19th, 20th, 21st, 22nd, 26th and 27th resolutions. The authorizations may only be
Slide 67: Issuance by capitalizing premiums, reserves, earnings
EGM enewal of delegation of authority to the Board of Directors to issue shares by capitalizing R premiums, reserves, earnings or other accounting items The overall amount that may be capitalized shall be in addition to the aggregate ceiling of €265 million referred to in the 23rd Resolution.
Slide 68: Reduction of share capital by cancelling treasury shares
EGM enewal of authorization granted to the Board of Directors to reduce the share capital R by cancellation of treasury shares. Limit: 10% of the share capital per 24 month period. Authorized period: 26 months. 68 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 69: Issuance of shares reserved for employee shareholding plan
EGM I ssuance of shares reserved for employee members of a Group employee shareholding plan Maximum nominal amount: 2% of share capital; this amount shall count against the €265 million overall ceiling set in the 23rd Resolution. Ceiling common to issuances under the 27th Resolution: 2% of shar
Slide 70: Issuance for international employee shareholding plan entities
EGM I ssuance of shares for the benefit of all entities created as part of the implementation of the ENGIE group international employee shareholding plan Maximum nominal amount: 0.5% of share capital ; this amount shall count against the €265 million overall ceiling set in the 23th Resolution.
Slide 71: Bonus shares for employees and officers
EGM enewal of authorization for the Board of Directors to award bonus shares to all employees R and officers of ENGIE group companies (except for executive corporate officers of the ENGIE Company) and to employees participating in an international employee shareholding plan of ENGIE group Maximu
Slide 72: Bonus share grants for certain employees and officers
EGM enouvellement de l’autorisation donnée au Conseil d’Administration à l’effet de procéder à des R attributions gratuites d’actions en faveur de certains salariés et mandataires sociaux des sociétés du groupe ENGIE (à l’exception des mandataires sociaux de la société ENGIE) Maximum amount: 0.7
Slide 73: Powers to implement resolutions and perform formalities
OGM Powers to implement the resolutions adopted by the General Shareholders’ Meeting and to perform the related formalities. 73 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018
Slide 74: ENGIE – Shareholders' Meeting
74 ENGIE – SHAREHOLDERS’ MEETING 18/05/2018