Mersen Sa · EURONEXT:MRN
Mersen Sa — Shareholder Meeting (May 2018)
85 slides from Mersen Sa's shareholder meeting presentation, May 17, 2018
Slide 1: Shareholders' Annual General Meeting
SHAREHOLDERS' ANNUAL GENERAL MEETING May 17, 2018
Slide 2: Agenda
AGENDA INTRODUCTION 2017 RESULTS THE DRIVERS OF PROFITABLE GROWTH REPORT BY THE BOARD AND THE COMMITTEE REPORT BY THE STATUTORY AUDITORS SUMMARY PRESENTATION OF RESOLUTIONS DIALOG WITH SHAREHOLDERS VOTE OF RESOLUTIONS 2 2 Annual General Meeting – May 17, 2018 Shareholders’
Slide 3: Mersen: A Sustainable Growth Trajectory – 2017 Results
MERSEN: A SUSTAINABLE GROWTH TRAJECTORY 1 2017 RESULTS 3 Shareholders’ Annual General Meeting – May 17, 2018
Slide 4: 2017: A Year of Growth
2017: A YEAR OF GROWTH 1 2 3 4 Operating income Sales: before non- Net income: Net debt: €809m recurring items: €40m €178m €75m Like-for-like growth Operating margin before vs 2016: non-recurring items Year-on-year growth: Down 12% 8% up 170 basis points x12.5 High level of operating cash Growth in
Slide 5: Very strong growth in Asia, good performances in Europe and North America
A YEAR THAT SAW VERY STRONG GROWTH IN ASIA, AND GOOD PERFORMANCES IN EUROPE AND NORTH AMERICA NORTH AMERICA +5% EUROPE +5% Growth in electronics and process Strong performance from the industries aeronautics and space sectors Stable performance overall for electrical distribution, with sales 3
Slide 6: Sharp increase in profitability
SHARP INCREASE IN PROFITABILITY... +30% 9.2% +170 bps 7.5% Adjusted 2016 operating margin 7.5% before non-recurring items Volume/mix effects +2.4% 74.6 Price impact -0.2% Impact of competitiveness plans +2.0% 57.3 Inflation (costs, raw materials) -1.7% Other (including bonuses) -0.8% 2017 operating
Slide 7: Thanks to the AM segment's significant contribution
… THANKS TO THE AM SEGMENT’S SIGNIFICANT CONTRIBUTION… 49.6 Operating income 38.4 39.9 before non-recurring items (€m) 31.6 Operating margin 11.1% 11.0% 11.1% before non-recurring items (%) 7.7% 2016 adjusted 2017 2016 adjusted 2017 ELECTRICAL 2017 ADVANCED 2017 POWER EBITDA MARGIN MATERIALS EBITDA
Slide 8: … and the competitiveness plan
… AND THE COMPETITIVENESS PLAN 2018 2016 2017 TOTAL Plan on schedule in terms of estimated cost savings and P&L impact Cost savings (€m) 16.5 16 [12-14] >45 Time lag for cash outflows P&L impact before tax (€m) (22) (9) (2) (33) in 2018 (particularly capex Cash flow impact (€m) (5) (11) (14) (35) an
Slide 9: Strong increase in net income
STRONG INCREASE IN NET INCOME In €m 2016 adjusted 2017 Operating income before non-recurring items 57.3 74.6 Strong 12.5x increase in net Non-recurring income and expenses (26.5) (10.3) income Net financial income/(costs) (11.0) (10.0) - Contained non-recurring expenses Income tax (11.5) (15.1) (com
Slide 10: Net debt scaled back significantly
NET DEBT SCALED BACK SIGNIFICANTLY In €m 203 12 8 178 37 (18) (64) Including €7m related to the sale of Gorcy Dec. 2016 Operating cash flow Capex Interest payments Dividends Currency effect and Dec. 2017 other movements NET DEBT/EBITDA 2.1 1.6 NET DEBT/ 41% 37% EQUITY 10 Shareholders’ Annual General
Slide 11: Recommended dividend of €0.75 per share
RECOMMENDED DIVIDEND OF €0.75 PER SHARE 0.75(1) +50% PAY-OUT RATIO EXCL. NON-RECURRING ITEMS(2) 0.5 38% TOTAL DIVIDEND PAYOUT 2016 2017 (1) Subject to shareholder approval at the Annual General Meeting €15m (2) Net income from continuing operations excluding the effect of the competitiveness plan an
Slide 12: Profitable Growth Drivers
MERSEN: A SUSTAINABLE GROWTH TRAJECTORY 2 PROFITABLE GROWTH DRIVERS 12 Shareholders’ Annual General Meeting – May 17, 2018
Slide 13: Mersen: an efficient group and leader in its markets
MERSEN: AN EFFICIENT GROUP AND LEADER IN ITS MARKETS SHARED BUSINESS SHARED SHARED END-MARKETS MANUFACTURING R&D LEAN MODEL Operational excellence Small production batches, leveraging the Group’s SITES Cross fertilization, Business processes expertise and resources Central coordination leader in nic
Slide 14: Markets with high growth potential
MARKETS WITH HIGH GROWTH POTENTIAL HIGH GROWTH POTENTIAL MARKETS ~ 40% OF TOTAL SALES 19% ENERGY RENEWABLE ENERGIES Solar power PROCESS 35% INDUSTRIES Industrial GDP €809m 18% ELECTRONICS SEMICONDUCTORS POWER ELECTRONICS Manufacture of semiconductors CHEMICALS 11% 17% TRANSPORTATION AERONAUTICS Elec
Slide 15: Mersen's profitable growth drivers
MERSEN’S PROFITABLE GROWTH DRIVERS IN THE MEDIUM TERM 1 2 3 4 Accelerating growth Speeding up Developing our Strengthening by leveraging a growth high value-added the efficiency unique position in in Asia expertise of the whole organization growth markets Renewable energies, China, India, Innovation
Slide 16: Solar power: major potential for the long term
SOLAR POWER: MAJOR POTENTIAL FOR THE LONG TERM INSTALLATIONS PROGRESSING AT A VERY BRISK PACE THE LOWEST ENERGY PRODUCTION COST Annual (GW) Total (GW) 250 1200 200 Further acceleration probable 1000 with the arrival of energy storage 800 150 -20% 600 100 vs natural gas 400 3x 50 200 than nuclear 0 2
Slide 17: Mersen's strengths in the solar power market
MERSEN’S STRENGTHS IN THE SOLAR POWER MARKET Polysilicon production Ingot production Electrical protection Energy conversion Graphite machining Graphite Graphite Bus bars crucible resistance Fuses for Furnace cladding semiconductors Insulation Graphite anticorrosion Graphite Cooling solutions Insula
Slide 18: The electronics market driven by 2 main factors
THE ELECTRONICS MARKET DRIVEN BY 2 MAIN FACTORS GLOBAL SEMICONDUCTORS MARKET Growing digitization Big data, mobility, Smartphone, IoT, Artificial intelligence $bn Forecast 500 250 2 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 GROWTH DRIVERS Source: WSTS +20% +8% Energy sa
Slide 19: Mersen's strengths in the electronics market
MERSEN’S STRENGTHS IN THE ELECTRONICS MARKET Ingot production Wafer manufacturing Epitaxy Energy conversion Graphite Bus bars machining Graphite Semiconductor crucible Graphite fuses resistance Graphite Electrostatic Wafer carriers in Cooling solutions Furnace cladding Insulation windows for chucks
Slide 20: Electric vehicles: a high-end market of the future
ELECTRIC VEHICLES: A HIGH-END MARKET OF THE FUTURE 600 000 BEV e-bus 500 000 BEV e-truck 400 000 300 000 200 000 100 000 0 2015 2016 2017 2018 2019 2020 2021 2022 2023 PASSENGER CARS BUSES, TRUCKS & OTHER INDUSTRIAL VEHICLES 3 000 000 BEV 2 500 000 2 000 000 1 500 000 1 000 000 500 000 0 2015 2016 2
Slide 21: Mersen's strengths in the electric vehicles market
MERSEN’S STRENGTHS IN THE ELECTRIC VEHICLES MARKET PASSENGER VEHICLES HEAVY GOODS VEHICLES Charging station protection Energy Electric motor conversion protection High-voltage (>600-1,000V) circuit Electric motor protection protection (>600V) (>600-1,000V) Auxiliary protection Illustration courtesy
Slide 22: Key dates in the electric vehicle market
KEY DATES IN THE ELECTRIC VEHICLE MARKET DC protection device for 400-1,000V Design of Patent Creation of a dedicated Certification of the the Xp filed EV team (40 people) production line system 2015/2016 2016 2017/2018 End-2018/2019 2020? First major Customized prototype deliveries? TESTED with aut
Slide 23: Mersen's profitable growth drivers
MERSEN’S PROFITABLE GROWTH DRIVERS IN THE MEDIUM TERM 1 2 3 4 Accelerating growth Speeding up Developing our Enhancing the efficiency by leveraging a growth high value-added of the whole organization unique position in In Asia expertise growth markets Renewable energies, China, India, Innovation, R&
Slide 24: Asia: a major growth region, with an acceleration in 2017
ASIA: A MAJOR GROWTH REGION, WITH AN ACCELERATION IN 2017 28% OF TOTAL SALES €230m 2013-2017 2016-2017 CAGR growth 21% €157m JAPAN 2% >5% INDIA 15% >10% SOUTH KOREA 13% >20% CHINA 8% >20% 2013 2014 2015 2016 2017 ASIA-PACIFIC 8% 20% 24 Shareholders’ Annual General Meeting – May 17, 2018
Slide 25: Ready to capture future growth
READY TO CAPTURE FUTURE GROWTH... India China South Korea PRODUCTION PRODUCTION PRODUCTION FACILITIES 1 FACILITIES 9 FACILITIES 1 WORKFORCE 250 WORKFORCE 1,300 WORKFORCE 100 2013-2017 CAGR +15% 2013-2017 CAGR +8% 2013-2017 CAGR +13% Future growth drivers: transportation, Future growth drivers: trans
Slide 26: Mersen's profitable growth drivers
MERSEN’S PROFITABLE GROWTH DRIVERS IN THE MEDIUM TERM 1 2 3 4 Accelerating growth Speeding up Developing our Enhancing the efficiency by leveraging a growth high value-added of the whole organization unique position in In Asia expertise growth markets Renewable energies, China, India, Innovation, R&
Slide 27: Mersen partners its customers' critical developments
MERSEN PARTNERS ITS CUSTOMERS’ CRITICAL DEVELOPMENTS CHALLENGES CUSTOMER CONTEXT GOALS FOR MERSEN Electrical protection for buses 600-1,000V Adapting and optimizing an existing industrial product for the Serving the EV market in China Extreme electrical and EV market – particularly e-buses and mecha
Slide 28: Mersen partners its customers' critical developments
MERSEN PARTNERS ITS CUSTOMERS’ CRITICAL DEVELOPMENTS CHALLENGES CUSTOMER CONTEXT GOALS FOR MERSEN Design of a new style of Developing a specific Ensuring a product lifespan cell phone with a graphite grade adapted to adapted to the production rhythm curved glass screen shaping hot glass and related
Slide 29: Mersen's profitable growth drivers
MERSEN’S PROFITABLE GROWTH DRIVERS IN THE MEDIUM TERM 1 2 3 4 Accelerating growth Speeding up Developing our Enhancing the efficiency by leveraging a growth high value-added of the whole organization unique position in In Asia expertise growth markets Renewable energies, China, India, Innovation, R&
Slide 30: Major improvements in recent years
MAJOR IMPROVEMENTS IN RECENT YEARS... REORGANIZATION of the Group THE SIMPLIFICATION (5 BUs, CTO, Asia) of manufacturing organization MERSEN structures (mainly in Europe) EXCELLENCE GLOBAL JOURNEY COMPETITIVENESS PLAN Sales, R&D, HR, IT In € ‘000s 130 LIKE-FOR-LIKE 10% OPERATING MARGIN SALES/EMPLOYE
Slide 31: That will continue with Mersen Excellence Journey
THAT WILL CONTINUE WITH MERSEN EXCELLENCE JOURNEY Enhance commercial efficiency Improve the competitiveness in mature markets of certain product lines CUSTOMERS OPERATIONS, PERFORMANCE Improve the customer Effectively carry out service rate in future capex programs growth periods Keep the WCR ratio
Slide 32: 2018: Another Year of Growth
MERSEN: A SUSTAINABLE GROWTH TRAJECTORY 3 2018: ANOTHER YEAR OF GROWTH 32 Shareholders’ Annual General Meeting – May 17, 2018
Slide 33: 2018: Another year of growth
2018: ANOTHER YEAR OF GROWTH FAVORABLE OUTLOOK ADDITIONAL CAPEX IN OUR GROWTH MARKETS TO PREPARE FOR 2019 Solar power Solar power, Asia +€10m Electronics Electric vehicles (R&D) +€5m Aeronautics US TAX REFORM PRICE INCREASE Effective income tax rate for IN ADVANCED MATERIALS SEGMENT the Group 28% vs
Slide 34: 2018: Another year of growth
2018: ANOTHER YEAR OF GROWTH 20 LIKE-FOR-LIKE GROWTH* Between 3 and 6% VS 2017 18 OPERATING MARGIN BEFORE NON-RECURRING ITEMS Between 9.6 and 10.1% of sales (vs 9.2 % in 2017) * Excluding the currency effect and impact of changes in scope of consolidation 34 Shareholders’ Annual General Meeting – Ma
Slide 35: Q1 2018: a very strong start of the year
Q1 2018: A VERY STRONG START OF THE YEAR… NORTH AMERICA: €70 M EUROPE: €73M IN LINE WITH GROUP +10%* +7%* EXPECTATIONS SALES: €209M ASIA: €58M STRONG GROWTH IN +19%* ALL GEOGRAPHIES ORGANIC GROWTH: STRONG +11% PERFORMANCE IN OUR GROWING MARKETS (SOLAR, ELECTRONICS) * Organic growth 35 Sharehol
Slide 36: … with M&A activity
…WITH M&A ACTIVITY CIRPROTEC CALY IDEALEC TECHNOLOGIES Acquisition of the remaining capital Acquisition of 49% Acquisition of 100% (49%) OBJECTIVE OBJECTIVE OBJECTIVE Strengthen our expertise in Consolidation in the busbars Accelerate our development in the Silicon Carbide semiconductor market power
Slide 37: Reports by the Board and the Committees
REPORTS BY THE BOARD AND THE COMMITTEES INTRODUCTION BOARD OF DIRECTORS AUDIT AND ACCOUNT COMMITTEE GOVERNANCE AND COMPENSATION COMMITTEE STRATEGY COMMITTEE
Slide 38: Recent change in shareholding and board structure
RECENT CHANGE IN SHAREHOLDING AND BOARD STRUCTURE Treasury shares Individuals & 1% employees 9% Bpi & CdC ON MARCH 15, 2018, ARDIAN AND SOFINA SOLD 15% 11% OF MERSEN CAPITAL THROUGH AN ABB (“ACCELERATED BOOK BUILDING”) TO THE PRICE OF €35 PER SHARE Ardian ARDIAN: DECREASE FROM 18% TO 10% OF 10% SH
Slide 39: Change in board structure
CHANGE IN BOARD STRUCTURE REPRESENTATIVES OF BPI INDEPENDENT Magali Joëssel Olivier Legrain Isabelle Azemard1 Michel Crochon REPRESENTATIVES OF ARDIAN Catherine Delcroix Dominique Gaillard Carolle Foissaud Yann Chareton Henri-Dominique Petit EMPLOYEE REPRESENTATIVE Ulrike
Slide 40: Work performed by the Board of Directors
WORK PERFORMED BY THE BOARD OF DIRECTORS CURRENT MEMBERS: ISABELLE AZEMARD, YANN CHARETON, PIERRE CREUSY 1, MICHEL CROCHON 2, CATHERINE DELCROIX, CAROLLE FOISSAUD, DOMINIQUE GAILLARD, HENRI-DOMINIQUE PETIT, MAGALI JOËSSEL3, ULRIKE STEINHORST PRESIDENT OF THE BOARD: OLIVIER LEGRAIN 2 NUMBER OF MEE
Slide 41: Work performed by the Audit and Accounts Committee
WORK PERFORMED BY THE AUDIT AND ACCOUNTS COMMITTEE CURRENT MEMBERS: YANN CHARETON, MICHEL CROCHON1, CATHERINE DELCROIX, CAROLLE FOISSAUD, HENRI-DOMINIQUE PETIT, MAGALI JOËSSEL2 PRESIDENT OF THE COMMITTEE: HENRI-DOMINIQUE PETIT NUMBER OF MEETINGS IN 2017: 5 ATTENDANCE RATE: 86 % 1 Since May 18, 2
Slide 42: Work performed by the Governance and Compensation Committee
WORK PERFORMED BY THE GOVERNANCE AND COMPENSATION COMMITTEE CURRENT MEMBERS: ISABELLE AZEMARD, PIERRE CREUSY 1, DOMINIQUE GAILLARD, OLIVIER LEGRAIN 2, HENRI-DOMINIQUE PETIT, ULRIKE STEINHORST PRESIDENT OF THE COMMITTEE: ULRIKE STEINHORST NUMBER OF MEETINGS IN 2017: 3 ATTENDANCE RATE: 88 % 1 Sinc
Slide 43: Work performed by the Strategy Committee
WORK PERFORMED BY THE STRATEGY COMMITTEE CURRENT MEMBERS: PIERRE CREUSY 1, MICHEL CROCHON 2, CATHERINE DELCROIX, DOMINIQUE GAILLARD, MAGALI JOËSSEL3, OLIVIER LEGRAIN 2, ULRIKE STEINHORST PRESIDENT OF THE COMMITTEE: MICHEL CROCHON NUMBER OF MEETINGS IN 2017: 2 ATTENDANCE RATE: 93% 1 Since October
Slide 44: Reports by the Statutory Auditors
REPORTS BY THE STATUTORY AUDITORS
Slide 45: Summary Presentation of Resolutions
SUMMARY PRESENTATION OF RESOLUTIONS
Slide 46: Dividend – Resolution 3
DIVIDEND – RESOLUTION 3 0.75 € PER A SHARE (0.075 € PER B AND C SHARES), WHICH CORRESPONDS TO A TOTAL AMOUNT OF €15.5 MILLION Increase by 50% vs 2017 Corresponds to a distribution rate of 38% of Group’s net income restated from 2017 exceptional items PAYMENT IN CASH ON JULY 5, 2018 46 46 Share
Slide 47: Approval of compensation paid for 2017 – Resolutions 6 and 7
APPROVAL OF COMPONENTS OF COMPENSATION AND BENEFITS OF ANY KIND PAID OR GRANTED FOR 2017 – RESOLUTIONS 6 AND 7 Hervé Couffin (Chairman of the Board of € Comments Directors until May 18, 2017) Fixed compensation 30,324 Amount calculated pro rata temporis, based on annual compensation of €80,000, same
Slide 48: Approval of compensation paid for 2017 – Resolution 8
APPROVAL OF COMPONENTS OF COMPENSATION AND BENEFITS OF ANY KIND PAID OR GRANTED FOR 2017 – RESOLUTION 8 Luc Themelin € Comments Fixed compensation 440,000 Same as 2015 and 2016 Variable annual compensation 466,400 100% for the part based on ROCE (35%) 100% for the part based on cash flow (35%) 80% f
Slide 49: Compensation principles for the Chief Executive Officer – Resolution 10
APPROVAL OF THE PRINCIPLES AND CRITERIA FOR MAKING UP THE COMPENSATION PACKAGE OF THE CHIEF EXECUTIVE OFFICER - RESOLUTION 10 Chief Executive Officer Comments Fixed compensation Compensation amount set based on an in-depth analysis of market practices and on the CEO's skills and experience. Reviewed
Slide 50: Transactions on the Company shares – Resolutions 11 and 12
TRANSACTIONS ON THE COMPANY SHARES – RESOLUTIONS 11 AND 12 AUTHORIZATION GRANTED TO THE COMPANY TO TRADE ON ITS OWN SHARES UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL Mechanism governed by the AMF Authorization valid for 18 months maximum Maximum purchase price: €65 per share AUTHORIZATION G
Slide 51: Financial delegation of authority
FINANCIAL DELEGATION OF AUTHORITY RENEWAL OF DELEGATIONS DUE TO EXPIRE (ISSUES WITH PREFERENTIAL SUBSCRIPTION RIGHTS, CONTRIBUTION IN KIND AND TAKEOVER DEFENSE) NEW AUTHORIZATIONS ALLOWING THE BOARD OF DIRECTORS TO CARRY OUT FINANCIAL OPERATIONS DELEGATION OF AUTHORITY RELATED TO THE DEVELOPMENT
Slide 52: Capital increase (1/3)
CAPITAL INCREASE (1/3) BY CAPITALIZING RESERVES (RESOLUTION 13) Maximum amount of capital increase: €50m (i.e. 121% of the share capital) SHARES ISSUE WITH PREFERENTIAL SUBSCRIPTION RIGHTS (RESOLUTION 14) Capital increase capped at €15m (i.e. 36% of the outstanding capital) AUTHORIZATION VALI
Slide 53: Capital increase (2/3)
CAPITAL INCREASE (2/3) ISSUANCE OF SHARES WITHOUT PREFERENTIAL SUBSCRIPTIONS RIGHTS RESOLUTIONS 15, 16, 19 DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS R.15: In order to issue new shares through a public offer with a priority subscription period (aggregate nominal value up to a maximum ceil
Slide 54: Capital increase (3/3)
CAPITAL INCREASE (3/3) TECHNICAL RESOLUTIONS 17 AND 18 DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS In order to override the pricing rules specified in resolutions 15 and 16, for no more than 10% of the capital per year, and to set the issue price as follows: Company’s weighted average sh
Slide 55: Issue of stock subscription warrants in the event of a public offer – Resolution 20
ISSUE OF STOCK SUBSCRIPTION WARRANTS IN THE EVENT OF A PUBLIC OFFER – RESOLUTION 20 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO ISSUE FREE EQUITY WARRANTS TO SHAREHOLDERS IN CASE OF PUBLIC OFFER FOR THE COMPANY RESTRICTED TO 25% OF THE SHARE CAPITAL APPLICABLE SOLELY IF THERE IS NO RECIPRO
Slide 56: Authorization related to employee shareholding
AUTHORIZATION AND DELEGATION OF AUTHORITY RELATED TO EMPLOYEE SHAREHOLDING ISSUANCE OF SHARES FOR THE BENEFIT OF MEMBERS OF A COMPANY SAVINGS PLAN IN FRANCE (RESOLUTION 21) ISSUANCE OF SHARES FOR THE BENEFIT EMPLOYEES OUTSIDE OF FRANCE (RESOLUTION 22) ATTRIBUTION OF BONUS SHARES TO EMPLOYEES (RES
Slide 57: Free allotment of preference shares – Resolutions 24 and 25
FREE ALLOTMENT OF PREFERENCE SHARES – RESOLUTIONS 24 AND 25 AUTHORIZATION GRANTED TO THE MANAGEMENT BOARD TO PROCEED TO THE FREE ALLOCATION OF PREFERENCE SHARES WHICH WOULD BE CONVERTED INTO ORDINARY SHARES: Maximum 129,000 ordinary shares (as last year) CONVERSION OF THE PREFERENCE SHARES INTO
Slide 58: Vote of Resolutions
VOTE OF RESOLUTIONS ORDINARY GENERAL MEETING
Slide 59: First Resolution
FIRST RESOLUTION APPROVAL OF THE PARENT COMPANY 2017 FINANCIAL STATEMENTS Net income: €18,137,206.78 ORDINARY GENERAL MEETING 59 Shareholders’ Annual General Meeting – May 17, 2018
Slide 60: Second Resolution
SECOND RESOLUTION APPROVAL OF 2017 CONSOLIDATED FINANCIAL STATEMENTS Net income: €37,631,000 ORDINARY GENERAL MEETING 60 Shareholders’ Annual General Meeting – May 17, 2018
Slide 61: Third Resolution
THIRD RESOLUTION APPROPRIATION OF THE COMPANY’S NET INCOME FOR THE YEAR Net income: €18,137,206.78 Retained earning: €19,572.64 Income available for distribution: €18,156,779.42 Dividend: €0.75 € per share, i.e. a total payout of €15.5m ORDINARY GENERAL MEETING 61 Shareholders’ Annual Gener
Slide 62: Fourth Resolution
FOURTH RESOLUTION STATUTORY AUDITOR’S SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS ORDINARY GENERAL MEETING 62 62 Shareholders’ Annual General Meeting – May 17, 2018
Slide 63: Fifth Resolution
FIFTH RESOLUTION RE-ELECTION OF ISABELLE AZEMARD AS A DIRECTOR ORDINARY GENERAL MEETING 63 63 Shareholders’ Annual General Meeting – May 17, 2018
Slide 64: Sixth Resolution
SIXTH RESOLUTION APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR GRANTED FOR 2017 TO HERVÉ COUFFIN, CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL MAY 18, 2017 ORDINARY GENERAL MEETING 64 64 Shareholders’ Annual General Meeting – May 1
Slide 65: Seventh Resolution
SEVENTH RESOLUTION APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR GRANTED FOR 2017 TO OLIVIER LEGRAIN, CHAIRMAN OF THE BOARD OF DIRECTORS SINCE MAY 18, 2017 ORDINARY GENERAL MEETING 65 65 Shareholders’ Annual General Meeting – M
Slide 66: Eighth Resolution
EIGHTH RESOLUTION APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR GRANTED FOR 2017 TO LUC THEMELIN, CHIEF EXECUTIVE OFFICER ORDINARY GENERAL MEETING 66 66 Shareholders’ Annual General Meeting – May 17, 2018
Slide 67: Ninth Resolution
NINTH RESOLUTION APPROVAL OF THE PRINCIPLES AND CRITERIA FOR SETTING, ALLOCATING AND AWARDING THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE COMPENSATION PACKAGE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ORDINARY GENERAL MEETING 67 67 Shareholders’ Annual General Meeting – May 17, 201
Slide 68: Tenth Resolution
TENTH RESOLUTION APPROVAL OF THE PRINCIPLES AND CRITERIA FOR SETTING, ALLOCATING AND AWARDING THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE COMPENSATION PACKAGE OF THE CHIEF EXECUTIVE OFFICER AND/OR ANY OTHER CORPORATE OFFICER ORDINARY GENERAL MEETING 68 68 Shareholders’ Annual Gener
Slide 69: Eleventh Resolution
ELEVENTH RESOLUTION AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REPURCHASE SHARES OF THE COMPANY UNDER A PROGRAM GOVERNED BY ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE ORDINARY GENERAL MEETING 69 69 Shareholders’ Annual General Meeting – May 17, 2018
Slide 70: Twelfth Resolution
TWELFTH RESOLUTION AUTHORIZATION FOR THE BOARD OF DIRECTORS TO CANCEL SHARES REPURCHASED UNDER A PROGRAM GOVERNED BY ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE EXTRAORDINARY GENERAL MEETING 70 70 Shareholders’ Annual General Meeting – May 17, 2018
Slide 71: Thirteenth Resolution
THIRTEENTH RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL BY CAPITALIZING RESERVES, INCOME AND/OR ADDITIONAL PAID-IN CAPITAL EXTRAORDINARY GENERAL MEETING 71 71 Shareholders’ Annual General Meeting – May 17, 2018
Slide 72: Fourteenth Resolution
FOURTEENTH RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES CONFERRING RIGHTS TO ORDINARY SHARES OR DEBT SECURITIES AND/OR SECURITIES CONFERRING RIGHTS TO ORDINARY SHARES OF THE COMPANY, WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS EXTRAORDIN
Slide 73: Fifteenth Resolution
FIFTEENTH RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES CONFERRING RIGHTS TO ORDINARY SHARES OR DEBT SECURITIES AND/OR SECURITIES CONFERRING RIGHTS TO ORDINARY SHARES OF THE COMPANY, THROUGH A PUBLIC OFFER WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS BUT WITH A
Slide 74: Sixteenth Resolution
SIXTEENTH RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES CONFERRING RIGHTS TO ORDINARY SHARES OR DEBT SECURITIES AND/OR SECURITIES CONFERRING RIGHTS TO ORDINARY SHARES OF THE COMPANY, THROUGH AN OFFER GOVERNED BY ARTICLE L.411-2 II OF THE FRENCH MONETARY AND
Slide 75: Seventeenth Resolution
SEVENTEENTH RESOLUTION METHOD OF SETTING THE ISSUE PRICE FOR ISSUES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS REPRESENTING THE EQUIVALENT OF UP TO 10% OF THE CAPITAL PER YEAR EXTRAORDINARY GENERAL MEETING 75 75 Shareholders’ Annual General Meeting – May 17, 2018
Slide 76: Eighteenth Resolution
EIGHTEENTH RESOLUTION AUTHORIZATION TO INCREASE THE AMOUNT OF ANY ISSUES THAT ARE OVERSUBSCRIBED (GREENSHOE OPTION) EXTRAORDINARY GENERAL MEETING 76 76 Shareholders’ Annual General Meeting – May 17, 2018
Slide 77: Nineteenth Resolution
NINETEENTH RESOLUTION DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY UP TO 10% THROUGH THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES CONFERRING RIGHTS TO SHARES IN RETURN FOR CONTRIBUTIONS IN KIND MADE TO THE COMPANY COMPRISING CAPITAL INSTRUMENTS AND SECURITIES CONFE
Slide 78: Twentieth Resolution
TWENTIETH RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO ISSUE STOCK SUBSCRIPTION WARRANTS TO BE GRANTED AT NO COST TO SHAREHOLDERS IN THE EVENT OF A PUBLIC OFFER FOR THE COMPANY’S SHARES EXTRAORDINARY GENERAL MEETING 78 78 Shareholders’ Annual General Meeting – May 17, 2018
Slide 79: Twenty First Resolution
TWENTY FIRST RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES CONFERRING RIGHTS TO SHARES TO MEMBERS OF A COMPANY SAVINGS PLAN GOVERNED BY ARTICLES L.3332-18 ET SEQ. OF THE FRENCH LABOR CODE, WITHOUT PREFERENTIAL SUBS
Slide 80: Twenty Second Resolution
TWENTY SECOND RESOLUTION DELEGATION OF AUTHORITY FOR THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES CONFERRING RIGHTS TO ORDINARY SHARES OR DEBT SECURITIES AND/OR SECURITIES CONFERRING RIGHTS TO ORDINARY SHARES OF THE COMPANY, FOR SUBSCRIPTION BY EMPLOYEES OF MERSEN GROUP COMPANIES OUTSIDE FRANCE
Slide 81: Twenty Third Resolution
TWENTY THIRD RESOLUTION AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ALLOT SHARES TO EMPLOYEES OF THE COMPANY OR RELATED COMPANIES EXTRAORDINARY GENERAL MEETING 81 81 Shareholders’ Annual General Meeting – May 17, 2018
Slide 82: Twenty Fourth Resolution
TWENTY FOURTH RESOLUTION AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ALLOT BONUS PREFERENCE SHARES EXTRAORDINARY GENERAL MEETING 82 82 Shareholders’ Annual General Meeting – May 17, 2018
Slide 83: Twenty Fifth Resolution
TWENTY FIFTH RESOLUTION AUTHORIZATION TO CREATE A CATEGORY OF PREFERENCE SHARES AND AMEND THE ARTICLES OF ASSOCIATION ACCORDINGLY EXTRAORDINARY GENERAL MEETING 83 83 Shareholders’ Annual General Meeting – May 17, 2018
Slide 84: Twenty Sixth Resolution
TWENTY SIXTH RESOLUTION ALIGNMENT OF THE ARTICLES OF ASSOCIATION EXTRAORDINARY GENERAL MEETING 84 Shareholders’ Annual General Meeting – May 17, 2018
Slide 85: Twenty Seventh Resolution
TWENTY SEVENTH RESOLUTION POWERS TO CARRY OUT FORMALITIES EXTRAORDINARY GENERAL MEETING 85 Shareholders’ Annual General Meeting – May 17, 2018