Veolia Environnement Sa · EURONEXT:VIE
Veolia Environnement Sa — Suez Environnement Company — Shareholder Meeting (April 2016)
74 slides from Veolia Environnement Sa's shareholder meeting presentation, Apr 28, 2016
Slide 1: Combined shareholders' meeting
Combined shareholders’ meeting April 28, 2016
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: Shareholders' meeting opening
Shareholders’ meeting 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 2015 Text of draft resolutions and Board of Directors’ report on the resolutions Report of the Chairman of
Slide 5: Agenda
Agenda Introduction and strategy Presentation of the resolutions 1 by Mr Gérard Mestrallet, Chairman 5 Intervention of Mr Jean-Yves Larrouturou, Senior Executive VP, General Secretary 2015 Performance and strategy 2 Intervention of Mr Jean-Louis Chaussade, Chief Executive Officer 6 Presentation of t
Slide 6: Introduction and strategy
Introduction and strategy Gérard Mestrallet Chairman
Slide 7: A worldwide leader in sustainable management of resources
A worldwide leader in sustainable management of resources Present in 70 countries 16 40 5,855 GWh 2015 revenues: million tons million tons € 15.1 bn of energy produced each of reused of treated waste waste year from 82,536 recovered waste employees Revenues except Europe: 31% 3,440 5.2 billion m3 4.
Slide 8: A clear strategy of profitable growth
A clear strategy of profitable growth Strong fundamentals Ambitious objectives Well-balanced group with complementary Strong financial and operational levers models of activities Voluntarist commercial strategy Leading business locations Improvement of the efficiency Clearly defined geog
Slide 9: A balanced business model
A balanced business model 2015 REVENUES EUROPE ASIA 69% €10,470m 3% €496m France Belgium # 2 Waste # 1 Waste NORTH AMERICA 41% # 2 Water UK: 8% €1,138m 59% Spain # 4 Waste 44% # 1 Water Germany 56% Netherlands # 4 Waste Top3 Waste Czech Republic Sweden # 3 Waste China 99% Top2 Waste Top5 Water Hong
Slide 10: SUEZ committed in front of climate change
SUEZ committed in front of climate change COP21: strong involvement of the Group in favour of low-carbon and circular development model Positioning of SUEZ as leader in the service of 12 new climate commitments the environmental performance of its SUEZ, contributor of solutions in the continuation c
Slide 11: A demanding governance
A demanding governance A diversified and balanced Board of Directors A majority of independent directors Diversified and complementary profiles A third of directors of foreign nationality: 5 different nationalities represented Two employee directors Proposals made to the Shareholders’ Meetin
Slide 12: Faithful and diversified shareholders
Faithful and diversified shareholders 6.6% individual shareholders 4.2% employees ------ Individual and 10.8% employee ENGIE 33.6% shareholders represent 542,643,468 more than 10% shares of the capital As of end December 2015 49.5% institutional CAIXA GROUP 5.7% investors treasury stocks 0.4% shareh
Slide 13: The individual shareholders expectations are key concerns
The individual shareholders expectations are key concerns A broad consultation to prepare 2016 YOUR EXPECTATIONS Shareholders’ Meeting 520 responses Innovation and R&D 50% out of 6 000 shareholders queried International development 47% The strenghtening of the Transforming waste into 44% digital com
Slide 14: Strong share price performance since January 1st, 2015
Strong share price performance since January 1st, 2015 140 (share price on 04/21/2016 – base 100 on 12/31/2014) 130 120 +12% 110 +7% 100 90 -9% 80 SEV CAC40 DJ EUROSTOXX UTILITIES SUEZ shareholder’s return: +48%(1) since the quotation on 07/22/2008 shareholders’meeting (1) With dividends reinvested
Slide 15: 2015 performance and strategy
2015 performance and strategy Jean-Louis Chaussade Chief Executive Officer
Slide 16: An outstanding performance in 2015
An outstanding performance in 2015 Financial targets Many Enlarging footprint Accelerating met or exceeded commercial in China and Australia Group integration successes through one single brand A clear and ambitious roadmap shareholders’meeting 16 ▌ Combined April 28, 2016
Slide 17: A successful commercial activity
A successful commercial activity FRANCE EUROPE INDUSTRIAL GENEVILLIERS BRNO / PRAGUE CLIENTS NORTH AMERICA €873m (Czech Republic) €204m ARGENTEUIL CUMA SANOFI SOLVAY TOMS RIVER, €227m (Italy) €71m SAFRAN … PENNSYLVANIE, MARTINIQUE HEILBRONN IDAHO (USA) €346m (Germany) €43 m ALENÇON €68m POREC CHINA
Slide 18: Our strategic priorities become a reality year after year
Our strategic priorities become a reality year after year WATER NEW SERVICES WASTE RECOVERY Target for 2012-2016: Target for 2016: Revenue growth > 10%/year 2t recovered for 1t eliminated 2015: +23% 2015: 1,9t recovered /1t eliminated INTERNATIONAL DEVELOPMENT Target for 2012-2016: 4 INDUSTRIAL WATE
Slide 19: An international accurate strategy and more investments
An international accurate strategy and more investments A clear positioning… in promising markets Leading positions in low-risk countries: Australian minorities buy-out in 2015 and USA, Australia, Chile purchase of Perthwaste in 2016 Strong pillars in specific emerging Strenghtening our posi
Slide 20: Innovating integrated offers for I&C market
Innovating integrated offers for I&C market which benefits from positive drivers Industry challenges are growth opportunities for SUEZ Operational and environmental performance Complex processes License to operate & reputation Raw material supply & energy efficiency Reducing water consum
Slide 21: The speeding up of our development in waste recovery
The speeding up of our development in waste recovery Benefiting from strong positioning on our geographical markets Many new recovery plants and other soon commissioned: UK, Poland, Netherlands 1.2m additional tonnage per year treated in waste-to-energy 1.9t recovered for 1t eliminated (vs 1
Slide 22: Innovation at the heart of our offers in water services
Innovation at the heart of our offers in water services 2.6 million smart meters sold in Europe 14 operational Visio Centers in France end of 2016 Real time piloting capacity in water networks management Decarbonatation units deployment (Gennevilliers, Valenciennes, Versailles…) Biogas fro
Slide 23: Our ongoing ambitious Sustainable Development policy
Our ongoing ambitious Sustainable Development policy 2015 results in line with our roadmap to 2016 Innovate to assist our clients 1,7 tons CO2 avoided / 1 ton emitted in becoming leaders in terms of economic and environmental performance 3 Develop our employees’ talents Active policy of dive
Slide 24: A performant and innovating group to the benefit of all its stakeholders
A performant and innovating group to the benefit of all its stakeholders - Sharing value in 2015 Shareholders €350 m Dividends paid(1) Salaries and benefits Employees €3.8bn Suppliers €8.6bn Purchases of goods and services Governments €929m Taxes(2) and collectivities Innovation Research €1.6bn Inve
Slide 25: Conclusion
Conclusion Today SUEZ is a collaborative, successful and more integrated group of services SUEZ has the ambition to be the leader of the resource revolution SUEZ is fully committed to take the growth opportunities of its markets shareholders’meeting 25 ▌ Combined April 28, 2016
Slide 26: Financial results
Financial results Christophe Cros Senior Executive VP Finance
Slide 27: 2015 strong performance
2015 strong performance Targets met or exceeded Total Organic Targets 2015 In €m variation growth Revenue 15,135 +5.7% +2.7% EBIT 1,381 +10.1% +4.5% Net result group share 408 -2.2% _ (1) Free cash flow 1,047 Net debt / EBITDA 2.9x € 0.65 per share dividend proposed at the 2016 Shareholders’ Meeting
Slide 28: A strong history of value creation
A strong history of value creation FIGURES PUBLISHED IN €M REVENUE EBITDA EBIT CAGR +3.9% CAGR +4.9% CAGR +5.4% 15,135 2,751 1,381 12,072 2,073 1,011 2009(*) 2015 2009(*) 2015 2009(*) 2015 FREE CASH FLOW ROCE NET DEBT / EBITDA CAGR +3.3% +60 bps -0.08x 862 1,047 7.9% 3.02x 2.94x 7.3% 2009(*) 2015 20
Slide 29: 2015 revenue
2015 revenue Organic growth regular improvement ∆ 15/14 ORGANIC GROWTH ACCELERATION In €m 2015 organic Water Europe 4,677 +3.2% +3.4% 4,0% Recycling and 6,357 -1.1% 3,0% Recovery Europe +1.9% +1.9% 2,0% International 3,998 +9.3% +0.8% 1,0% Other(1) 103 - 0,0% Total 15,135 +2.7% H1 2014 H2 2014 H1 20
Slide 30: 2015 EBIT
2015 EBIT Virtuous circle of profitable growth ∆ 15/14 In €m 2015 organic EBIT MARGIN INCREASE Water Europe 638 +7.2% Recycling and 9,9% 306 +5.7% 9,5 Recovery Europe International 591(1) +0.3% 8.0% 8.3% 8.2%(3) 7.7%(2) Other (154) -2.4% Total 1,381 +4.5% H1 2014 H2 2014 H1 2015 H2 2015 (1) Includin
Slide 31: Improvement in operating profit
Improvement in operating profit In €m 2014 2015 ∆ 15/14 EBITDA 2,644 2,751 +4.1% Amortization (1,067) (1,108) Provisions (30) 16 Other (concession expenses, ESOP(1)) (291) (279) EBIT 1,255 1,381 +10.1% Rebranding costs --- (28) Restructuring costs (58) (71) Provisions on assets & others(2) (22) (74)
Slide 32: Net result in line with expectations
Net result in line with expectations In €M 2014 2015 ∆ 15/14 INCOME FROM OPERATING 1,174 1,208 +34 Cost of net ACTIVITIES debt(1): Cost of net debt (375) (363) 4.19% vs. 4.45% in 2014 Other financial result (31) (58) Associates non core 6 - Income tax (173) (173) Effective tax NET RESULT 601 614 +13
Slide 33: Investments allocation serving our profitable growth strategy
Investments allocation serving our profitable growth strategy NET INVESTMENTS In €m 1,626 1,318 +23% 645 Investments Maintenance CAPEX 594 selectivity on specific large Development CAPEX 482 631 projects and regulated business Financial investments 498 472 Disposals (257) (122) 2014 2015 shareholder
Slide 34: Net debt
Net debt Significant impact of forex +326 +68 8,083 In €m +571 Other(2) 7,186 Forex (1,047) +349 7 186 +631 Dividends paid(1) Net financial 2.9x 2.7x investments ND/EBITDA ND/EBITDA 2,9x Free cash Development DN/EBITDA flow capex 12/31/14 12/31/15 A financial strength with the A3 rating given by Moo
Slide 35: Profitable growth in 2016 and reiteration of the 2017 ambition
Profitable growth in 2016 and reiteration of the 2017 ambition EBIT organic growth higher than revenue organic growth (≥ 2%)(1) Improve profitable growth Preservation of a strong balance-sheet with a net debt / EBITDA in 2016(1) ratio circa 3x Continue attractive Dividend related to 2016 resul
Slide 36: Governance
Governance Gérard Mestrallet Chairman
Slide 37: Board of Directors
Board of Directors A very active 12 meetings of the Board of Directors and 15 meetings of Committees governance A strategic seminar An attendance rate to the Board of Directors of 85% A modification of the committees’ structure and a reviewed composition A Board of Directors 50% of indepen
Slide 38: Committees of the Board: Strategic Committee
Committees of the Board: Strategic Committee Chairman: Gérard Main topics MESTRALLET Evolution of the competitive environment and markets Innovation 8 members Strategic and financial perspectives including 5 independent directors Organization of the strategic seminar of the Board of Direct
Slide 39: Committees of the Board
Committees of the Board Audit and Financial Chairman: Guillaume Pepy Statements Committee 5 members, including 4 independent directors 5 meetings in 2015 Chairwoman: Delphine Ernotte Cunci Ethics and Sustainable 4 members, including 2 independent directors and 1 employee director Developme
Slide 40: Presentation of the resolutions
Presentation of the resolutions Jean-Yves Larrouturou General Secretary
Slide 41: Presentation of the resolutions Ordinary Part (1/2)
Presentation of the resolutions Ordinary Part (1/2) Resolutions 1 and 2 Approval of the Company’s annual and consolidated financial statements for the 2015 fiscal year Resolution 3 Allocation of the net income and determination of the dividend Proposition of a dividend distribution of €0.65 per sh
Slide 42: Appointment of Ms. Miriem Bensalah Chaqroun
Appointment of Ms. Miriem Bensalah Chaqroun 10th resolution 53 years old MBA degree in International Management and Finance from the University of Dallas Moroccan Chief Executive Officer of Eaux Minérales d’Oulmes Independent Director Chairwoman of the General Confederation of Moroccan Companies Dir
Slide 43: Appointment of Mr. Guillaume Thivolle
Appointment of Mr. Guillaume Thivolle 12th resolution 56 years old Gratuated of Ecole Supérieure d’Administration des Entreprises (Paris) French In charge of the management of development of Water Treatment Services division since 2011 Director appointed on proposal of Application resulting from the
Slide 44: Presentation of the resolutions Ordinary Part (2/2)
Presentation of the resolutions Ordinary Part (2/2) Resolution 15 Consultation on the components of compensation due or awarded for the fiscal year 2015 to Mr. Jean-Louis Chaussade, Chief Executive Officer Fixed compensation: € 750,000 (including pensions received under mandatory pension plan), un
Slide 45: Presentation of the resolutions Extraordinary Part (1/2)
Presentation of the resolutions Extraordinary Part (1/2) Resolutions 17 and 18 Amendment to the bylaws Change of the Company’s legal name, which would become « SUEZ » Modification of the age limit to exercise the functions of Chairman of the Board of Directors – limit raised from 68 to 70 years
Slide 46: Presentation of the resolutions Extraordinary Part (2/2)
Presentation of the resolutions Extraordinary Part (2/2) Resolutions 21 to 23 Renewal of the authorizations granted to the Board of Directors related to employee shareholding plans 3 complementary resolutions allowing to implement employee shareholding offers both in France and internationally – I
Slide 47: Statutory Auditor's Reports
Statutory Auditor’s Reports
Slide 48: Statutory Auditor's Reports
Statutory Auditor’s Reports Statutory Auditor’s Report on the financial statements of SUEZ ENVIRONNEMENT COMPANY Reports related to the (Resolution nº1 ; Reference Document: pages 374 to 375) resolutions to the Statutory Auditor’s Report on the consolidated financial statements of the Group Ordi
Slide 49: Dialogue with the shareholders
Dialogue with the shareholders
Slide 50: Vote on resolutions
Vote on resolutions Jean-Yves Larrouturou General Secretary
Slide 51: 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 52: First resolution
First resolution OGM Approval of the Company’s financial statements for the fiscal year ended December 31st, 2015 Net income: € 208,401,994.50 shareholders’meeting 52 ▌ Combined April 28, 2016
Slide 53: Second resolution
Second resolution OGM Approval of the consolidated financial statements for the fiscal year ended December 31st, 2015 Consolidated net income: € 407.6 million shareholders’meeting 53 ▌ Combined April 28, 2016
Slide 54: Third resolution
Third resolution OGM Allocation of the net income for fiscal year 2015 and determination of the dividend Dividend of € 0.65 per share Ex-dividend date: May 10th Payment date: May 12th shareholders’meeting 54 ▌ Combined April 28, 2016
Slide 55: Fourth resolution
Fourth resolution OGM Renewal of the term of office of Mr. Gérard Mestrallet as Director Renewal for a 4 years term shareholders’meeting 55 ▌ Combined April 28, 2016
Slide 56: Fifth resolution
Fifth resolution OGM Renewal of the term of office of Mr. Jean-Louis Chaussade as Director Renewal for a 4 years term shareholders’meeting 56 ▌ Combined April 28, 2016
Slide 57: Sixth resolution
Sixth resolution OGM Renewal of the term of office of Ms. Delphine Ernotte Cunci as Director Renewal for a 4 years term shareholders’meeting 57 ▌ Combined April 28, 2016
Slide 58: Seventh resolution
Seventh resolution OGM Renewal of the term of office of Mr. Isidro Fainé Casas as Director Renewal for a 4 years term shareholders’meeting 58 ▌ Combined April 28, 2016
Slide 59: Eighth resolution
Eighth resolution OGM Ratification of the cooptation of Ms. Judith Hartmann as Director In place of Ms. Penelope Chalmers Small Until the end of the mandate of her predecessor, i.e. until the end of Shareholders’ Meeting called to approve the financial statements for the fiscal year ended Decemb
Slide 60: Ninth resolution
Ninth resolution OGM Ratification of the cooptation of Mr. Pierre Mongin as Director In place of Mr. Alain Chaigneau Until the end of the mandate of his predecessor, i.e. until the end of Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31st, 20
Slide 61: Tenth resolution
Tenth resolution OGM Appointment of Ms. Miriem Bensalah Chaqroun as Director For a 4 years term shareholders’meeting 61 ▌ Combined April 28, 2016
Slide 62: Twelfth resolution
Twelfth resolution OGM Appointment of Mr. Guillaume Thivolle as Director representing employee shareholders For a 4 years term shareholders’meeting 62 ▌ Combined April 28, 2016
Slide 63: Thirteenth resolution
Thirteenth 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 April 28, 2016
Slide 64: Fourteenth resolution
Fourteenth resolution OGM Consultation on the components of compensation due or awarded for fiscal year 2015 to Mr. Gérard MESTRALLET, Chairman of the Board of Directors shareholders’meeting 64 ▌ Combined April 28, 2016
Slide 65: Fifteenth resolution
Fifteenth resolution OGM Consultation on the components of compensation due or awarded for fiscal year 2015 to Mr. Jean-Louis CHAUSSADE, Chief Executive Officer. shareholders’meeting 65 ▌ Combined April 28, 2016
Slide 66: Sixteenth resolution
Sixteenth 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 April 28, 2016
Slide 67: Seventeenth resolution
Seventeenth resolution EGM Amendment to article 2 of the bylaws in order to change the Company’s legal name New legal name: SUEZ shareholders’meeting 67 ▌ Combined April 28, 2016
Slide 68: Eighteenth resolution
Eighteenth resolution EGM Amendment to article 11 of the bylaws in order to modify the age limit to exercise the functions of Chairman of the Board of Directors Age limit raised from 68 to 70 years old Term of the mandate at the end of the Shareholders’ Meeting approving the financial statements
Slide 69: Nineteenth resolution
Nineteenth 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 period Duration: 26 months shareholders’meeting 69 ▌ Combined Apr
Slide 70: Twentieth resolution
Twentieth resolution EGM Authorization to be granted to the Board of Directors to proceed to allocation of performance shares Renewal of a delegation of authority granted by the Shareholders’ Meeting of May 24th, 2012, expired in July 2015 Maximum amount: 0.5% of the share capital Duration: 26
Slide 71: Twenty-first resolution
Twenty-first 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 Renewal of the delegation of authority grante
Slide 72: Twenty-second resolution
Twenty-second resolution EGM Delegation of authority to the Board of Directors to increase the capital by issuing shares or securities conferring a right to equity securities in the framework of SUEZ Group’s worldwilde employee shareholding and savings plans Renewal of a delegation of authority gr
Slide 73: Twenty-third resolution
Twenty-third resolution EGM Authorization to the Board of Directors to allocate bonus shares in favour of employees or Corporate Officers subscribing to a shareholding plan of the Group Maximum amount: 0.05% of the share capital (within the limit of global cap set forth in Resolution 26 of the Sha
Slide 74: Twenty-fourth resolution
Twenty-fourth resolution EGM Powers to carry out formalities shareholders’meeting 74 ▌ Combined April 28, 2016
Suez Environnement Company — Shareholder Meeting (April 2016) on 6ix