Veolia Environnement Sa · EURONEXT:VIE
Veolia Environnement Sa — Suez Environnement Company — Shareholder Meeting (May 2015)
80 slides from Veolia Environnement Sa's shareholder meeting presentation, May 12, 2015
Slide 1: Combined shareholders' meeting
Combined shareholders’ meeting May 12, 2015
Slide 2: Disclaimer
Disclaimer This presentation contains estimates and/or forward-looking statements and information. These statements include financial projections, synergies, estimates and their underlying assumptions, statements regarding plans, expectations and objectives with respect to future operations, product
Slide 3: Opening
Opening Gérard Mestrallet Chairman
Slide 4: Main documents made available to the shareholders
Main documents made available to the shareholders Reference document including the Board of Directors’ management report Financial statutory statements and consolidated financial statements for 2014 Text of draft resolutions and Board of Directors’report on the resolutions Report of the Chairman of
Slide 5: Agenda
Agenda Introduction 1 by Mr Gérard Mestrallet, Chairman 4 Presentation of the reports of the 6 Presentation of the statutory auditors’ report Board of Directors and the reports of the 2014 Performance Committees 2 and strategy: Intervention by Mr Gérard Mestrallet, Chairman, and by the 7 Let’s share
Slide 6: Introduction
Introduction Gérard Mestrallet Chairman
Slide 7: A worldwide leader in management of resources
A worldwide leader in management of resources Present in 70 countries 5,680 GWh 81,000 of energy employees 40 million tons 14 million tons. produced each year from of treated waste of reused waste 2014 revenues: recovered waste €14.3 bn 49% 51% Water Waste Revenues except Europe: 65 million 10 milli
Slide 8: The confidence of our 270,000 shareholders
The confidence of our 270,000 shareholders 10% 33.7% 6.2% ENGIE individual Individual and shareholders employees shareholders 3.8% represent employees 5.7% 540,233,829 10% shares CAIXA GROUP of the capital 50.1% 0.5% institutional investors treasury stocks As of end December 2014 Combined sharhoders
Slide 9: A group listening its shareholders to encourage long term investment
A group listening its shareholders to encourage an long term investment Information and dialogue Individual shareholders Internet dedicated website 6 Shareholder meetings every year Toll-free hotline Dynamic Shareholders’ Club Shareholder newsletter and guide in France and in Belgium Con
Slide 10: A well-balanced governance
A well-balanced governance A more diversified and well-balanced Board of Directors: 50% of independent Board members a third of Board members appointed on the proposal of ENGIE, Balance of in line with the part of capital hold by ENGIE power : a director co-opted within the framework of the st
Slide 11: A worldwide leadership in both its activities
A wordwide leadership in both its 2 activities An ongoing strategy of sustainable growth Strong fundamentals Ambitious objectives Clearly defined geographical presence Long-lasting growth with a well-balanced Complementary models of activity model Improvement of the efficiency Priority giv
Slide 12: Strong share price performance since January 1st, 2014
Strong share price performance since January 1st, 2014 (share price on 05/08/2015 - base 100 on 12/31/2013) 150 +43,8% 140 SEV CAC40 DJ EUROSTOXX UTILITIES 130 +18,5% 120 +18,1% 110 100 90 SUEZ environnement overperforms its sector + 67% with dividends réinvested in shares since the quotation on 07/
Slide 13: 2014 performance and strategy
2014 performance and strategy Jean-Louis Chaussade Chief Executive Officer
Slide 14: All 2014 targets achieved
All 2014 targets achieved Solid performance Strengthening of our Opportunities Net result group share: market positions of growth € 417 m with important seized on the new + 18.5% commercial markets Free cash flow > €1 bn successes Reinforced strategic balances shareholders’ meeting 14 ▌ Combined May
Slide 15: A leadership confirmed by our successes
A leadership confirmed by our successes NORTH AMERICA UK FRANCE BENELUX / GERMANY NASSAU (USA) MERSEYSIDE IVRY BRABANTSE GEMEENTEN (Netherlands) MIDDLETOWN VERSAILLES SAINT-CLOUD (USA) LIEGE (Belgium) CHINA SPAIN MONTPELLIER NANTONG EDMONTON (Canada) CANAL DE NAVARRA HONG-KONG YANGZHOU AFRICA MOYEN-
Slide 16: A balanced business model
A balanced business model 2014 revenues Breakdown by geography 49% water - 51% waste RoW 3% Design & Build 3% 28% Rest of the Asia 3% world New Services 3% Chile 4% Morocco 5% Equipment 24% Services & Services 11% USA 6% 36% Australia 6% France 9% Elimination Other 6% Concessions 25% & OM Europe UK
Slide 17: Ambitious objectives which become a reality year after year
Ambitious objectives which become a reality year after year Water new services Waste recovery Target for 2012-2016: Target for 2012-2016: 2014 1,5t recovered 2014 Revenue growth > 10%/year +11% 2t recovered for 1t eliminated / 1t eliminated International development Industrial water Target for 2012-
Slide 18: A strategy which leans on organic growth
A strategy which leans on organic growth Reinforce our Increasing our concessions in France and Spain historical basis Developing our regulated activities in the USA and Chile while… Consolidated our waste treatment and recycling network Spreading advanced solutions all over the world AND
Slide 19: Takes advantage of growing economies in our international activities
…. which takes advantage of growing economies in our international activities Average growth (CAGR) Development of our New opportunities 2008-2014 in emerging historical basis countries Revenues +8% China, North America, Middle East, India, EBITDA Australia, Morocco et Chile South East Asia, +12% Su
Slide 20: Aims at accelerating growth with targeted acquisitions
…. which aims at accelerating the growth with targeting acquisitions Water new Focus on promising selected sectors services Speed up regional growth Waste Looking for operational synergies recovery International Extend customers base Industrial water Expand technologies portfolio Financial flexibili
Slide 21: Based upon innovation, a strong element of differentiation
…. which is based upon innovation, a strong element of differentiation Innovations R&D in our products and solutions INFLUX system for rainwater 400 experts management 65 research programs PLAST’lab, a laboratory dedicated to plastics recovery Cleantech Blue Orange VISIO, 360° water services i
Slide 22: Leans on an ambitious sustainable development policy
… and which leans on an ambitious sustainable development policy Results in line with our roadmap to 2016 Innovate to assist our clients in 1.77 tons CO2 avoided / becoming leaders in terms of 1 ton emitted economic and environmental Gain of Diversity Label delivered performance 3 by AFNOR D
Slide 23: Sharing value in 2014 with all stakeholders
A performant and innovating group to the advantage Performance depuis le 1 janvier 2012 of all its stakeholders - Sharing value in 2014 Shareholders Employees Suppliers juil.-12 sept.-12 nov.-12 janv.-13 mars-13 Salaries Purchases of CAC40 Eurostoxx Utilities €351m Dividends paid(1) €3.7bn and benef
Slide 24: Conclusion
Conclusion A single brand to support our ambitions
Slide 25: A single brand to answer the major challenges
A single brand to answer the major challenges The increasing Water resource Waste are growing Territories have to urbanization becomes a major but they can become reinvent themselves generates important stake and must be new resources to meet the needs needs for protected of populations infrastructu
Slide 26: A single brand to reinforce our leadership
A single brand to reinforce our leadership in the sustainable management of resources Simplification of the Improvment of commercial efficiency through better international brand architecture visibility and with the industrial major customers Positioning centered Global offer for all our stakeho
Slide 27: Financial results
Financial results Christophe Cros Senior Executive VP Finance
Slide 28: A profitable growth strategy
A profitable growth strategy Figures published in €m REVENUE EBITDA EBIT CAGR + 3.5% CAGR + 5.0% CAGR + 4.4% 14,324 2,644 1,255 12,072 2,073 1,011 2009(*) 2014 2009(*) 2014 2009(*) 2014 FREE CASH FLOW ROCE NET DEBT/ EBITDA CAGR + 4.8% +52 bps -0.30x 862 1,093 7.8 % 3.02x 2.72x 7.3 % 2009(*) 2014 200
Slide 29: 2014 solid performance, all targets achieved
2014 solid performance, alll targets achieved FY 2013 FY 2014 ∆ 14/13 In €m 2013 2014 14/13 Revenue 14,323 14,324 - Ebitda 2,534 2,644 +4.3% Net result group share 352 417 +18.5% Earnings per share 0.62 0.71 +10.4% Free cash flow 975 1,093 +12.1% Net investments 927 1,318 +42% Net debt 7,186 7,186
Slide 30: 2014 revenue
2014 revenue Organic growth regular improvement ∆ 14/13 Organic growth acceleration In €m 2014 organic +1.9% Water Europe 4,477 +3.7% 2,0% +0.8% Recycling and waste 1,0% +0.2% 6,324 -1.0% recovery Europe 0,0% International 3,422 +2.7% -1.7% -1,0% Other (1) 102 - -2,0% H1 2013 H2 2013 H1 2014 H2 2014
Slide 31: 2014 EBITDA
2014 EBITDA Excellent performance of Water Europe and International ∆ 14/13 EBITDA margin stability In €m 2014 organic Water Europe 1,245 +4.7% 19.2% Recycling and waste 743 -5.7% recovery Europe 17.5% 17.9% 17.4%(1) 17.7% International 728 +11.9% Other (1) (73) - Total 2,644 +2.0% H1 2013 H2 2013 H
Slide 32: Improvement in operating profit at constant forex
Improvement in operating profit at constant forex FY 2013 FY 2014 ∆ 14/13 In €m 2013 2014 ∆ 14/13 EBITDA 2,534 2,644 +4.3% Amortization (1,069) (1,067) Melbourne desalination plant provision reversal 58 0 Other (concession expenses, provisions, ESOP(1)) (300) (322) EBIT 1,223 1,255 +2.6% Capital gai
Slide 33: Strong increase in earnings per share
Strong increase in earnings per share In €m FY 2013 FY 2014 ∆ 14/13 Cost of net INCOME FROM OPERATING debt(1): 1,205 1,174 -2.6% 4.45% vs. ACTIVITIES 4.59% in 2013 Cost of net debt (367) (375) +2.2% Other financial result (38) (31) -17.6% Non core associates 12 6 -52.1% Income tax (189) (173) -8.6%
Slide 34: Strong increase in our investments
Strong increase in our investments A dynamic strategy to drive future growth Net investments In €m 1,318 Investments selectivity 927 in line with 594 our Maintenance CAPEX 587 +42% 4 priorities 482 Development CAPEX 505 498 Financial Investments 31 Disposals (195) (257) 2013 2014 sharhoders’ meeting
Slide 35: Stable net debt, increased financial flexibility
Stable net debt Increased financial flexibility In €m (1,093) +219 (39) +582 7,186 Other(3) 7,186 +242 (212) Forex +482 (181) Net financial Clermont- investments Ferrand Net new Dividends EfW hybrid(1) paid(2) 2.84x Development déconso. 2.72x ND/EBITDA Free cash- ND/EBITDA flow capex . 12/31/2013 12
Slide 36: First quarter 2015
First quater 2015 Operational performance in line with targets Key figures +1,8% organic growth ∆ 15/14 In €m Q1 2015 organic in revenues EBITDA margin of 16,9% REVENUE 3,536 +1.8% up from first quater 2014 Solid financial structure EBITDA 597 +2.5% with a ND/EBITDA ratio of 2,85x, below the t
Slide 37: Ongoing growth in 2015 and acceleration to 2017
Ongoing growth in 2015 and acceleration between now and 2017 • EBIT organic growth (≥ 4%) higher than Improve profitable growth revenue organic growth (≥ 3%) in 2015(1) • Preservation of a strong balance-sheet with a net debt / EBITDA ratio circa 3x Continue attractive dividend policy • Dividend rel
Slide 38: Governance
Governance Gérard Mestrallet Chairman
Slide 39: The Board of Directors
The Board of Directors 10 meetings of the Board and 19 meetings of the Committees A very active Attendance rate to the Board of 81% governance A strategic seminar and a site visit in 2014 Major developments concerning the Board’s composition 50% of independent Directors A third of Direct
Slide 40: The Strategic Committee
The Strategic Committee Chairman Main topics addressed: Gérard Deployment of the Group’s strategy in the industrial field MESTRALLET Strategy of the Group in China Organization of the 3 divisions 7 members New brand architecture including 4 Strategic partnership put in place with La Caixa
Slide 41: The Audit and Financial Statements Committee
The Audit and Financial Statements Committee Chairman Main topics addressed: Guillaume Accounting and financial performance assessment Analysis of the financial operations conducted : issue of OCEANE bonds and PEPY, of hybrid securities Independent Examination of the internal audit and interna
Slide 42: The Nominations and Compensation Committee
The Nominations and Compensation Committee Chairman Main topics addressed: Lorenz d’ESTE, Governance : – Self-assessment of the Board of Directors Independent – Review of Directors’ independence Director Composition of the Board of Directors and Committees : 5 members – Selection process of the
Slide 43: The Ethics and Sustainable Development Committee
The Ethics and Sustainable Development Committee Chairman Main topics addressed: Health and Safety policy Delphine Environmental and industrial risk management policy ERNOTTE-CUNCI, Drinking water quality and conformity of drainage water Independent 2013 review of sustainable development ind
Slide 44: Presentation of the resolutions
Presentation of the resolutions Jean-Yves Larrouturou General Secretary
Slide 45: Presentation of the resolutions: Ordinary Part (1/3)
Presentation of the resolutions Ordinary Part (1/3) 1st and 2nd resolutions Approval of the Company’s and consolidated financial statements for the 2014 fiscal year 3rd resolution Allocation of the net income and determination of the dividend Proposition of a dividend distribution of €0.65 per sha
Slide 46: Presentation of the resolutions: Ordinary Part (2/3)
Presentation of the resolutions Ordinary Part (2/3) Consultation on the components of compensation due or awarded 12th resolution for the fiscal year 2014 to Mr. Jean-Louis Chaussade, Chief Executive Officer Fixed compensation: €750,000 (including pension received under mandatory pension plans), u
Slide 47: Presentation of the resolutions: Extraordinary Part (1/2)
Presentation of the resolutions Extraordinary Part (1/2) 14th to 16th Amendment to the bylaws resolutions Determination of the appointment process of candidates for the office of director representing employee shareholders – employee shareholding represents more than 3% of the share capital Conf
Slide 48: Presentation of the resolutions: Extraordinary Part (2/2)
Presentation of the resolutions Extraordinary Part (2/2) Global Cap (26th resolution) € 432 million for common shares, i.e. 20% of the capital (108 million shares) € 3 billion for other securities Capital increase Global Cap for capital increases with waiver of PSR Capital increase with retention of
Slide 49: Statutory Auditors' Reports
Statutory Auditors’ Reports
Slide 50: Statutory Auditor's Reports
Statutory Auditor’s Reports Statutory Auditor's Report on the financial statements of SUEZ Reports submitted in the ENVIRONNEMENT COMPANY context of the resolutions of (Resolution n°1 ; Reference Document: pages 365/366) Statutory Auditor’s Report on the consolidated financial statements of the
Slide 51: Let's share our views
Let’s share our views
Slide 52: Vote on resolutions
Vote on resolutions SUC] environnement
Slide 53: How to use the handheld voting devices
How to use the handheld voting devices 1 SMART CARD The device will not work unless your smart card is properly inserted. 2 TO VOTE Simply press the button of your choice: 1 = FOR 2 = AGAINST 3 = ABSTAIN THE MESSAGES AT THE BOTTOM OF THE SCREEN - Mention "ACQUITTÉ" ("accepted"): Your vote has been t
Slide 54: First resolution
First resolution OGM Approval of the Company’s financial statements for the fiscal year ended December 31st, 2014. Net income: € 429,077,322.45 shareholders’ meeting 54 ▌ Combined May 12, 2015
Slide 55: Second resolution
Second resolution OGM Approval of the consolidated financial statements for the fiscal year ended December 31st, 2014. Consolidated net income: € 417.2 M shareholders’ meeting 55 ▌ Combined May 12, 2015
Slide 56: Third resolution
Third resolution OGM Allocation of the net income for fiscal year 2014 and determination of the dividend Dividend of € 0.65 per share Ex-dividend date: May 15th Payment date: May 19th shareholders’ meeting 56 ▌ Combined May 12, 2015
Slide 57: Fourth resolution
Fourth resolution OGM Ratification of the cooptation of Mrs. Anne Lauvergeon as a Director an renewal of her office. Renewal for a 4 years-term shareholders’ meeting 57 ▌ Combined May 12, 2015
Slide 58: Fifth resolution
Fifth resolution OGM Ratification of the cooptation of Mr. Isidro Fainé Casas. shareholders’ meeting 58 ▌ Combined May 12, 2015
Slide 59: Sixth resolution
Sixth resolution OGM Renewal of the term of office of Mr. Nicolas Bazire as a Director. Renewal for a 4 years-term shareholders’ meeting 59 ▌ Combined May 12, 2015
Slide 60: Seventh resolution
Seventh resolution OGM Renewal of the term of office of Mrs. Valérie Bernis as a Director. Renewal for a 4 years-term shareholders’ meeting 60 ▌ Combined May 12, 2015
Slide 61: Eighth resolution
Eight resolution OGM Renewal of the term of office of Mr. Lorenz d’Este as a Director. Renewal for a 4 years-term shareholders’ meeting 61 ▌ Combined May 12, 2015
Slide 62: Ninth resolution
Ninth resolution OGM Renewal of the term of office of Mrs. Isabelle Kocher as a Director. Renewal for a 4 years-term shareholders’ meeting 62 ▌ Combined May 12, 2015
Slide 63: Tenth resolution
Tenth resolution OGM Approval of the related-party agreements and commitments governed by Articles L. 225-38 et seq. of the French Commercial Code. shareholders’ meeting 63 ▌ Combined May 12, 2015
Slide 64: Eleventh resolution
Eleventh resolution OGM Consultation on the components of compensation due or awarded for fiscal year 2014 to Mr. Gérard Mestrallet, Chairman of the Board of Directors. shareholders’ meeting 64 ▌ Combined May 12, 2015
Slide 65: Twelfth resolution
Twelfth resolution OGM Consultation on the components of compensation due or awarded for fiscal year 2014 to Mr. Jean-Louis Chaussade, Chief Executive Officer. shareholders’ meeting 65 ▌ Combined May 12, 2015
Slide 66: Thirteenth resolution
Thirteenth resolution OGM Authorization to be granted to the Board of Directors to trade in the Company’s shares. Within the limit of 10% of the share capital Maximum purchase price per share: € 25 Duration: 18 months shareholders’ meeting 66 ▌ Combined May 12, 2015
Slide 67: Fourteenth resolution
Fourteenth resolution EGM Amendment of Article 10 of the Company’s Bylaws to allow the appointment of a director representing employee shareholders, pursuant to the provisions of Article L. 225-23 of the French Commercial Code. shareholders’ meeting 67 ▌ Combined May 12, 2015
Slide 68: Fifteenth resolution
Fifthteenth resolution EGM Amendment of Article 23 of the Company’s Bylaws to maintain single voting rights. shareholders’ meeting 68 ▌ Combined May 12, 2015
Slide 69: Sixteenth resolution
Sixteenth resolution EGM Amendment of Article 20 of the Company’s Bylaws relating to the terms for participating in shareholders’ meetings. shareholders’ meeting 69 ▌ Combined May 12, 2015
Slide 70: Seventeenth resolution
Seventeenth resolution EGM Authorization to be granted to the Board of Directors to reduce the Company’s share capital by cancellation of treasury shares held by the Company. Within the limit of 10% of the share capital per 24-month periods Duration: 26 months shareholders’ meeting 70 ▌ Combined
Slide 71: Eighteenth resolution
Eighteenth resolution EGM Delegation of authority to be granted to the Board of Directors to increase the Company’s share capital through the issue, with retention of the shareholder’s preferential subscription rights, of common shares of the Company and/or securities conferring a right to equity se
Slide 72: Nineteenth resolution
Nineteenth resolution EGM Delegation of authority to be granted to the Board of Directors to increase the Company’s share capital through the issue, with waiver of the shareholders’ preferential subscription rights, via a public offering, of common shares of the Company and/or securities conferring
Slide 73: Twentieth resolution
Twentieth resolution EGM Delegation of authority to be granted to the Board of Directors to issue, by way of private placement as referred to in Article L. 411-2 of the French Monetary and Financial Code, common shares and/or securities conferring a right to equity securities of the Company to be is
Slide 74: Twenty-first resolution
Twenty-first resolution EGM Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued as part of a capital increase, with retention or with waiver of the shareholders’ preferential subscription rights, by up to 15% of the initial issue (« Green
Slide 75: Twenty-second resolution
Twenty-second resolution EGM Delegation of powers to be granted to the Board of Directors to increase the Company’s share capital in consideration for contributions in kind comprised of equity securities or securities conferring a right to the Company’s share capital. Renewal of a delegation of au
Slide 76: Twenty-third resolution
Twenty-third resolution EGM Delegation of authority to be granted to the Board of Directors to increase the Company’s share capital in consideration for equity securities tendered as part of a public exchange offer initiated by the Company, with waiver of the shareholders’ preferential subscription
Slide 77: Twenty-fourth resolution
Twenty-fourth resolution EGM Delegation of authority to be granted to the Board of Directors to increase the Company’s share capital by issuing shares or securities conferring a right to equity securities, reserved for members of Company’s savings plans, with waiver of the shareholders’ preferential
Slide 78: Twenty-fifth resolution
Twenty-fifth resolution EGM Delegation of authority to be granted to the Board of Directors to increase the Company’s share capital, with waiver of the shareholders’ preferential subscription rights in favor of a category or categories of designated beneficiaries as part of the implementation of SUE
Slide 79: Twenty-sixth resolution
Twenty-sixth resolution EGM Overall cap on authorizations. Maximum nominal amount for the whole shares issuances, with retention and waiver of the shareholders’ preferential subscription rights (18th to 25th resolution): € 432 million, i.e. about 20% of the share capital Maximum nominal amount f
Slide 80: Twenty-seventh resolution
Twenty-seventh resolution EGM Delegation of powers for formalities. shareholders’ meeting 80 ▌ Combined May 12, 2015
Suez Environnement Company — Shareholder Meeting (May 2015) on 6ix