Getlink Se · EURONEXT:GET

Getlink — Shareholder Meeting (April 2021)

93 slides from Getlink's shareholder meeting presentation, Apr 28, 2021

  1. Slide 1: Combined General Meeting

    COMBINED GENERAL MEETING GETLINK SE – 28 APRIL 2021 0

  2. Slide 2: Opening of the Combined General Meeting

    OPENING OF THE COMBINED GENERAL MEETING JACQUES GOUNON – CHAIRMAN 1

  3. Slide 3: General Meeting Protocol

    OPENING OF GETLINK’S COMBINED GENERAL MEETING GENERAL MEETING PROTOCOL  General Meeting held behind closed doors, without shareholders being present in person due to the Covid-19 pandemic • In accordance with Order No. 2020-321 of 25 March 2020, as amended by Order No. 2020-1487 of 2 December 2020

  4. Slide 4: Quorum of the 2021 AGM

    COMBINED GENERAL Quorum of the 2021 AGM: 74.746% of shares MEETING with voting rights 2021 GETLINK SE Number of shares represented or having voted by post or internet: 401,922,396 Participation Number of voting rights of shareholders represented or having voted by post or internet: 570,481,486 Numbe

  5. Slide 5: Combined General Meeting Publications

    COMBINED GENERAL MEETING PUBLICATIONS  Getlink’s Notice of  French Journal of  French Gazette (JAL) Meeting brochure Official Legal Announcements (BALO) 4

  6. Slide 6: List of Documents Available at the Meeting

    LIST OF DOCUMENTS AVAILABLE AT THE MEETING  French Gazette and Journal of Official Legal Announcements (BALO) containing the preliminary notice and notice of meeting  Copy of documents sent to registered shareholders  Copy of the notices of meeting sent to the Statutory Auditors  Annual financia

  7. Slide 7: Presentations to the General Meeting

    PRESENTATIONS TO THE GENERAL MEETING 1. ACTIVITIES, HIGHLIGHTS & CSR • YANN LERICHE, CHIEF EXECUTIVE OFFICER 2. 2020 FINANCIAL RESULTS • GÉRALDINE PÉRICHON, CHIEF FINANCIAL OFFICER 3. OUTLOOK OF THE GROUP • YANN LERICHE 4. GOVERNANCE • JACQUES GOUNON, CHAIRMAN OF THE BOARD OF DIRECTORS 6

  8. Slide 8: Activities, Highlights & CSR

    ACTIVITIES, HIGHLIGHTS & CSR YANN LERICHE – CHIEF EXECUTIVE OFFICER 7

  9. Slide 9: Pandemic: Optimal Health Protection

    PANDEMIC: OPTIMAL HEALTH PROTECTION FOR OUR EMPLOYEES & OUR PASSENGER AND TRUCK DRIVER CUSTOMERS 8

  10. Slide 10: Pandemic: Eurotunnel Le Shuttle - Cars

    PANDEMIC EUROTUNNEL LE SHUTTLE - CARS SAFEST WAY TO CROSS THE CHANNEL FOR PASSENGERS STAY IN CAR CONTACTLESS FASTEST MASSIVE INCREASE IN CAR MARKET + 1 3 POINTS @ 70.1% 35’ Fastest 9

  11. Slide 11: Truck Shuttles: New Services for Road Hauliers

    TRUCK SHUTTLES NEW SERVICES FOR ROAD HAULIERS & TRUCK DRIVERS 10

  12. Slide 12: Brexit 31 December 2020

    31 DECEMBER 2020 wom @ 00:00:00 ©”

  13. Slide 13: 2020 Figures

    2020 FIGURES RESILIENT REVENUE, POSITIVE FCF, NET FINANCIAL DEBT REDUCTION €816M €328M €31M -€113M €4,1 4 9 M -24%* -41%* Positive ns -€92M REVENUE EBITDA FREE CASH NET NET F L O W ** RESULT FINANCIAL DEBT * vs FY 2019 at constant exchange rate ** Current operating cash flow - Eurotunnel & Europorte

  14. Slide 14: 2020 Highlights

    2020 HIGHLIGHTS REVENUE SHARP FOCUS ON CONTINUED POSITIVE PROTECTION CASH MANAGEMENT CSR EXCELLENCE DEVELOPMENTS Solid diversified Positive FCF thanks to Further CO2eq reduction ElecLink customer base tight control of Opex / Capex (-33% 2019 vs 2012*) Autorisation to install Pricing power Good acces

  15. Slide 15: Revenue Protection, Diversified Customer Base

    REVENUE PROTECTION DIVERSIFIED CUSTOMER BASE TRUCKS CARS EUROSTAR Solid traffic after H1 2020 First choice of transportation Most impacted Covid impact for passengers during the crisis by travel restrictions in 2020 Positive pricing Quick traffic recovery Successful launch of after 1st lockdown, Ams

  16. Slide 16: Sharp Focus on Cash Management

    SHARP FOCUS ON CASH MANAGEMENT No government-backed loans or government guarantees or delayed tax payments c.€200M INCREASED TERM +€31M* FCF LIQUIDITY LOAN SHIELD PLAN Green Bond refinancing: December 2020: €700M Green Bond issue to refinance financial covenants comfortably met Opex**: €40M saved ex

  17. Slide 17: CSR: Enhanced Commitment to Sustainable Growth

    CSR: ENHANCED COMMITMENT TO SUSTAINABLE GROWTH CORPORATE SOCIAL RESPONSIBILITY GOVERNANCE CUSTOMER ENVIRONMENT SOCIAL SERVICE Diversity and Investment and Continuous efforts Confirmed independence commitment to to reduce impacts performance customer satisfaction 2020 2020 2020 2020 Separation of the

  18. Slide 18: Europorte: Growth in 2020 EBITDA

    EUROPORTE GROWTH IN 2020 EBITDA EBITDA €28M (+€4M vs 2019) Agile organisation • Last minute train services actively managed • Train cancellations due to Covid more than offset • Furlough put in place in H1 2020 to adapt to shutdown of industrial facilities 17

  19. Slide 19: 2020 Financial Results

    2020 FINANCIAL RESULTS GÉRALDINE PÉRICHON – CHIEF FINANCIAL OFFICER 18

  20. Slide 20: Eurotunnel in 2020: Shuttle Traffic

    EUROTUNNEL IN 2020 SHUTTLE TRAFFIC TRUCK TRAFFIC TRUCK -9% VOLUMES 2000 (k) Strong demand for essential 1500 1693 goods 1595 1452 Recovery of industry-related 1000 traffic after end of 1st lockdown 500 Positive impact of stockpiling in November and December 0 2018 2019 2020 CAR 3000 (k) CAR TRAFFIC

  21. Slide 21: Eurotunnel in 2020: Railway Network

    EUROTUNNEL IN 2020 RAILWAY NETWORK (k) EUROSTAR EUROSTAR 12000 PASSENGERS PASSENGERS 10000 10972 11047 -77% 8000 As with airlines, very limited 6000 traffic since Q1 2020 4000 (-93% April-Dec. 2020 vs 2000 2019) 2503 0 Direct Amsterdam-London 2018 2019 2020 service launched in October NUMBER OF RAIL

  22. Slide 22: Eurotunnel in 2020: Strong Push on Cost Reduction

    EUROTUNNEL IN 2020 STRONG PUSH ON COST REDUCTION 450 (€M) OPEX -10% -€40M 430 cost reduction effort 429 (13) in 2020 410 Acceleration of productivity (27) measures 3 390 392 Reduction of external costs (consultants, outsourcing, 370 SG&A…) 350 Furlough and short-time working 330 OPEX Furlough Produc

  23. Slide 23: Eurotunnel in 2020: Revenue and EBITDA

    EUROTUNNEL IN 2020 REVENUE AND EBITDA Revenue protection EUROTUNNEL + GETLINK thanks to: • Solide truck traffic €M 2020 2 0 1 9 (1) CHANGE • Yield increase • Market share gains Revenue 693 954 -27% for Passengers • Fixed element of  Shuttle Services 521 627 -17% Railway Usage Contract revenue  Rai

  24. Slide 24: Europorte in 2020: Profitability Improvement

    EUROPORTE IN 2020 PROFITABILITY IMPROVEMENT EUROPORTE (1) €M 2020 2019 CHANGE Revenue 123 126 -2% GROWTH Operating costs (95) (102) -7% IN EBITDA EBITDA 28 24 +17% (1) At 2020 exchange rate: £1 = €1.126 23

  25. Slide 25: Getlink in 2020: Consolidated Results

    GETLINK IN 2020 CONSOLIDATED RESULTS €M 2020 2 0 1 9 (1) Δ % 2020 vs 2019 Revenue 816 1 080 - 24% Operating costs (488) (523) - 7% EBITDA 328 557 - 41% Operating profit (EBIT) 134 405 - 67% Net finance costs (255) (252) + 2% Net consolidated result from continuing (121) 155 ns activities Net consoli

  26. Slide 26: Getlink in 2020: Positive Free Cash Flow

    GETLINK IN 2020 POSITIVE FREE CASH FLOW FREE CASH FLOW (€M) 4400 €3 1 M €31 M FCF (after €54M scheduled (35) debt repayment) 0 4200 4241 96 (82) 4149 375 4000 (262) DECREASE IN NET DEBT 3800 -€9 2 M 3600 Net fin. Cash flow Debt Investments Investments Dividends Fx rate, IFRS Net fin. debt 2019 from

  27. Slide 27: Outlook for the Group

    OUTLOOK FOR THE GROUP YANN LERICHE – CHIEF EXECUTIVE OFFICER 26

  28. Slide 28: Key Figures in the First Quarter of 2021

    GETLINK K E Y F I G U R E S I N T H E 1 ST Q U A R T E R O F 2 0 2 1 BORDERS VIRTUALLY CLOSED TO PASSENGERS ADAPTATION OF FREIGHT MARKET TO NEW POST-BREXIT FORMALITIES TRAFFIC REVENUE*  305,103 trucks: -21%  Group revenue: €154.4M, -33%  114,282 cars: -72% of which:  88,051 Eurostar passengers:

  29. Slide 29: Leading the Present: Protection of Individuals and Focus on Cash

    LEADING THE PRESENT PROTECTION OF INDIVIDUALS AND FOCUS ON CASH QUALITY OF SERVICE AND ADDITIONAL COST CURRENT ENVIRONMENT SAVINGS PLAN: SHIELD PLAN 2021 Vaccination campaign, Target of further cost reduction lockdown and travel beyond the €40M restrictions remain uncertain achieved in 2020 TOTAL Br

  30. Slide 30: Preparing the Future: Way Forward

    PREPARING THE FUTURE WAYFORWARD – OUR PROGRAMME FOR LEADERSHIP CUSTOMER FOCUS SUSTAINABLE & OPERATIONAL COMMITMENTS EXCELLENCE SUSTAINABLE LONG-TERM GROWTH Smart border Health and safety Lean management Invest in our people: gender balance target IMPROVED Digital transformation and training developm

  31. Slide 31: ElecLink: Tunnel Cable Installation Progressing

    ELECLINK TUNNEL CABLE INSTALLATION PROGRESSING ACCORDING TO SCHEDULE  30 km of cable installed 1GW ELECRICAL  60% completed INTERCONNECTOR  Planning BETWEEN THE • Installation of the cable to be completed UNITED KINGDOM by summer 2021 AND FRANCE • In-depth tests and trials • Commercial launch pla

  32. Slide 32: Europorte: Committed on All Tracks

    EUROPORTE COMMITTED ON ALL TRACKS FLEX EXPRESS RÉGIONÉO • New high-frequency rail service in Europe • Partnership with RATP Dev • Connecting main industrial and • Opening up of the French rail market to petrochemical areas in France, Germany and competition Benelux • Regional passenger rail services

  33. Slide 33: 2021 Financial Outlook

    2021 FINANCIAL OUTLOOK In the absence of clear visibility on Shareholder return remains the future decisions by the a priority governments concerning the public health crisis and associated travel Distribution of dividend restrictions, the Group is postponing (€0.05 per share according to the any an

  34. Slide 34: Governance

    GOVERNANCE JACQUES GOUNON – CHAIRMAN 33

  35. Slide 35: A New Governance Model in 2020

    A NEW GOVERNANCE MODEL IN 2020 SEPARATION OF RESPONSIBILITIES Non-executive Chairman Chief Executive Officer of the Board of Directors Yann Leriche Jacques Gounon 34

  36. Slide 36: Renewal of the Board of Directors (Compliance with Afep/Medef)

    2020 GOVERNANCE COMPLYING WITH AFEP/MEDEF CODE HARMONIOUS RENEWAL OF THE BOARD OF DIRECTORS Carlo Bertazzo Resolution 6 Ratification of the  Long experience in infrastructure co-option of  In-depth knowledge of the mergers & acqusitions market Carlo Bertazzo,  Expertise in safety and security dir

  37. Slide 37: Renewal of the Board of Directors

    RENEWAL OF THE BOARD OF DIRECTORS  Post 2021 General Meeting An active and Appointment assiduous Board Leaving of Directors Peter Levene Yann Leriche Mark Cornwall, Tim Yeo British employee representative director 15 Members  Diversity of backgrounds 13 97% Meetings Attendance PARITY Women 46% 50%

  38. Slide 38: A Dynamic Governance

    A DYNAMIC GOVERNANCE Remuneration Committee (until 30 April 2020) 100% attendance BOARD 3 meetings 5 members including staff COMMITTEES representative directors IN 2020 Economic Regulations Monitoring Committee 1 Environment and Climate Senior Director 37

  39. Slide 39: Remuneration of Executive Officers: General Principles

    REMUNERATION OF EXECUTIVE OFFICERS GENERAL PRINCIPLES Resolutions 8 to 17 With the recommendations of the Afep/Medef Code Compliance and the Sapin 2 Law 1. Ex-post vote Annual review of all elements that form part of the Completeness Approval of the remuneration remuneration paid during Intelligibil

  40. Slide 40: Remuneration Components

    REMUNERATION COMPONENTS FOR JACQUES GOUNON & YANN LERICHE Aggregated remuneration of the Chairman and the CEO • Between the first quartile and the median of the remuneration panel for a Chairman and CEO of comparable companies Yann Leriche • No payment for taking up or leaving a position • Gave up p

  41. Slide 41: Remuneration Components: Chairman & Chief Executive Officer

    REMUNERATION COMPONENTS OF THE DIRECTORS: CHAIRMAN & CHIEF EXECUTIVE OFFICER Elements of Elements of remuneration 2020 remuneration policy approved by the General fixed remuneration subject to performance conditions Meeting of 30 April 2020 Annual fixed Annual variable Long-term LTI • Chairman and C

  42. Slide 42: Executive Officers 2020 Annual Variable

    EXECUTIVE OFFICERS 2020 ANNUAL VARIABLE Replacement of the EBITDA objective by the TSR criterion Resolutions 8 & 9 2020 annual Public Withdrawal of 2020 Proposal: TSR: relative variable health EBITDA target: EBITDA 2020 performance of crisis impossibility of > TSR Getlink SE shares Chairman assessin

  43. Slide 43: Share Price Outperformance

    SHARE PRICE OUTPERFORMANCE GETLINK VS GPR GETLINK I N D E X (1) Market capitalisation as at 31 December 2020 €7.9Bn (Top 60 of Paris stock market) GETLINK Share performance +28% (30/04/2018 – 31/12/2020) + 2 8 % (vs -3% GPR Getlink index) GPR Composition of the GPR INDEX Getlink index: -3% Aena SME

  44. Slide 44: Ex-post Vote: Remuneration for 2020 (Gounon)

    EX-POST VOTE: COMPONENTS OF THE REMUNERATION PAID OR AWARDED FOR THE 2020 FINANCIAL YEAR Jacques Gounon, Chairman and CEO (1st half of the year) Resolutions 11 & 13 and Chairman (2nd half of the year) NO VARIABLE: STRINGENT APPLICATION PERFORMANCE FIXED  Multi-annual variable CONDITIONS (Chairman a

  45. Slide 45: Ex-post Vote: Remuneration for 2020 (Leriche)

    EX-POST VOTE: COMPONENTS OF THE REMUNERATION PAID OR AWARDED FOR THE 2020 FINANCIAL YEAR Yann Leriche, Chief Executive Officer (2nd half of the year) Resolution 12 NO VARIABLE: STRINGENT APPLICATION PERFORMANCE FIXED  Multi-annual variable CONDITIONS remuneration €200,000 due / €191,166 paid  Defe

  46. Slide 46: Ex-post Vote: Directors' Remuneration

    EX-POST VOTE: COMPONENTS OF THE REMUNERATION PAID OR AWARDED FOR THE 2020 FINANCIAL YEAR Resolutions 10 & 15  Board Directors’ remuneration Information relating to the remuneration of executive officers • Global envelope: €950,000 (General Meeting of 30 April 2020) • Amount actually paid: €553,231,

  47. Slide 47: Equality Ratios: Transparent and Balanced

    INFORMATION RELATING TO THE REMUNERATION OF EXECUTIVE OFFICERS EQUALITY RATIOS: TRANSPARENT AND BALANCED Equality ratio: Remuneration of executive officers / Average remuneration of Group employees All entities 2020 2019 2018 2017 2016 Getlink SE 2020 2019 2018 2017 2016 Chairman and CEO 29 57 49 42

  48. Slide 48: Ex-ante Vote: Remuneration Policy 2021 CEO

    EX-ANTE VOTE: REMUNERATION POLICY FOR 2021 CHIEF EXECUTIVE OFFICER  No employment contract Resolution 16  Structure • 1/3 fixed remuneration • 1/3 annual variable • 1/3 long-term LTI in shares  Annual fixed remuneration: €400,000  Annual variable • Target 100% of fixed • Maximum 120% of fixed re

  49. Slide 49: Ex-ante Vote: Remuneration Policy 2021 Chairman

    EX-ANTE VOTE: REMUNERATION POLICY FOR 2021 CHAIRMAN OF THE BOARD Resolution 17  Fixed annual remuneration: €600,000  No annual variable remuneration  No long-term LTI remuneration  Other • Director’s remuneration (attendance fees) • Allowance for the use of his personal car in accordance with th

  50. Slide 50: Long-Term Incentive Plan

    GOVERNANCE: KEY FACTOR IN GETLINK’S PERFORMANCE LONG-TERM INCENTIVE PLAN Resolutions 18 to 20  Collective, egalitarian plan to grant free shares to the Group’s employees • Allocation of existing shares held under the buy back programme • 100 ordinary shares to each employee, excluding executive off

  51. Slide 51: Operations on the Capital

    OPERATIONS ON THE CAPITAL NATURE OF THE OPERATIONS CONCERNED Resolutions 21 to 25  Delegation of authority: increase in capital with maintenance of the preferential subscription rights (Resolution 21)  Delegation of authority: increase in capital by contributions in kind of equity securities (Reso

  52. Slide 52: Reports of the Statutory Auditors

    REPORTS OF THE STATUTORY AURDITORS KPMG AUDIT - MAZARS 51

  53. Slide 53: Statutory Auditor's Reports

    STATUTORY AUDITOR’S REPORTS 2020 UNIVERSAL REPORTS REGISTRATION DOCUMENT Report on the annual financial statements Page 113 to 116 Report on the consolidated financial statements Page 52 to 56 Special report on regulated agreements Page 223 to 224 Report by the independent third-party on the non-fin

  54. Slide 54: Annual Financial Statements Auditors' Report

    UNIVERSAL REGISTRATION DOCUMENT: PAGE 113 TO 116 ANNUAL FINANCIAL STATEMENTS UNQUALIFIED AUDITING OPINION  Conclusion of our works “The annual financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at 31 December 2020 and of the

  55. Slide 55: Consolidated Financial Statements Auditors' Report

    UNIVERSAL REGISTRATION DOCUMENT: PAGE 52 TO 56 CONSOLIDATED FINANCIAL STATEMENTS UNQUALIFIED AUDITING OPINION  Conclusion of our works “The consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2020 and

  56. Slide 56: Regulated Agreements

    UNIVERSAL REGISTRATION DOCUMENT: PAGE 223 TO 224 REGULATED AGREEMENTS  Agreements proposed to the approval of the Company’s General Meeting “We have been advised of the following agreements entered into during the year ended 31 December 2020 which were authorised by your Board of Directors “. • Int

  57. Slide 57: Non-Financial Performance Statement

    UNIVERSAL REGISTRATION DOCUMENT: PAGE 307 TO 309 NON-FINANCIAL PERFORMANCE STATEMENT  Report of the independent third-party on the non-financial performance statement included in the Group management report • Verification of key non-financial performance indicators • Verification of the business mo

  58. Slide 58: Reports on Share Operations (Resolutions 18, 19, 21)

    REPORTS ON SHARE OPERATIONS NATURE OF THE OPERATIONS CONCERNED RESOLUTIONS 18, 19 AND 21  Delegation of authority granted for 12 months to the Board of Directors to proceed with a collective free allocation of shares to all non-executive employees of the Company and of the companies directly or ind

  59. Slide 59: Reports on Share Operations (Resolutions 22 to 25)

    REPORTS ON SHARE OPERATIONS NATURE OF THE OPERATIONS CONCERNED RESOLUTIONS 22 TO 25 • Delegation of authority granted for a period of 26 months to the Board of Directors for the purpose of issuing, with cancellation of the preferential subscription right, ordinary shares or securities giving access

  60. Slide 60: Questions – Answers

    QUESTIONS – ANSWERS 59

  61. Slide 61: Written Questions

    WRITTEN QUESTIONS WITHIN THE MEANING OF ARTICLES L.225-108 AND R.225-84 OF THE FRENCH COMMERCIAL CODE Written questions from Mr Christian Gaschet • Question relating to the simultaneous effects of Brexit and Answers Covid-19 on Getlink's business during 2020 and the detailed development outlook of t

  62. Slide 62: Questions – Answers

    QUESTIONS – ANSWERS 61

  63. Slide 63: Voting Results on Resolutions

    COMBINED GENERAL MEETING VOTING RESULTS ON RESOLUTIONS 62

  64. Slide 64: Approval of Statutory Accounts

    ORDINARY GENERAL MEETING RESOLUTION 1 Review and approval of the statutory accounts for the financial year ended 31 December 2020 • Loss of €36,398,184 570 127 947 For 204 082 Against 157 763 Abstention Carried 99,96 % 0,04 % - 63

  65. Slide 65: Appropriation of the Result

    ORDINARY GENERAL MEETING RESOLUTION 2 Appropriation of the result of the financial year ended on 31 December 2020 • Loss for the financial year €36,398,184 • Profits carried forward €354,963,882 • Dividend €27,500,000 • Balance carried forward €291,065,697 551 538 630 For 18 905 922 Against 45 240 A

  66. Slide 66: Approval of Consolidated Accounts

    ORDINARY GENERAL MEETING RESOLUTION 3 Review and approval of the consolidated accounts for the financial year ended 31 December 2020 • Loss of €112,703,564 570 124 357 For 205 472 Against 159 963 Abstention Carried 99,96 % 0,04 % - 65

  67. Slide 67: Share Buyback Authorisation

    ORDINARY GENERAL MEETING RESOLUTION 4 Authorisation granted to the Board of Directors to allow the Company to buy back and trade in its own shares • Duration: 18 months • Maximum purchase price: €21 • Maximum: 5% of the share capital • Outside public tender offer periods 560 241 651 For 9 944 601 Ag

  68. Slide 68: Regulated Agreements Approval

    ORDINARY GENERAL MEETING RESOLUTION 5 Special report of the Statutory Auditors on regulated agreements and approval of new agreements 569 454 523 For 296 159 Against 44 350 Abstention Carried 99,95 % 0,05 % - 67

  69. Slide 69: Ratification of Carlo Bertazzo Co-option

    ORDINARY GENERAL MEETING RESOLUTION 6 Ratification of the co-option of Carlo Bertazzo, Director, to replace Giancarlo Guenzi 568 158 496 For 2 262 966 Against 68 330 Abstention Carried 99,60 % 0,40 % - 68

  70. Slide 70: Appointment of Yann Leriche as Director

    ORDINARY GENERAL MEETING RESOLUTION 7 Appointment of Yann Leriche, as a new Director, replacing Peter Levene 569 288 849 For 1 138 614 Against 62 329 Abstention Carried 99,80 % 0,20 % - 69

  71. Slide 71: Modification of 2020 Remuneration Policy (CEO)

    ORDINARY GENERAL MEETING RESOLUTION 8 Approval of the modification of an element of the 2020 remuneration policy for the Chief Executive Officer: replacement of an inefficient criterion for determining the annual variable remuneration 540 270 875 For 29 641 315 Against 577 602 Abstention Carried 94,

  72. Slide 72: Modification of 2020 Remuneration Policy (Chairman and CEO)

    ORDINARY GENERAL MEETING RESOLUTION 9 Approval of the modification of an element of the 2020 remuneration policy for the Chairman and Chief Executive Officer: replacement of an inefficient criterion for determining the annual variable remuneration 540 263 766 For 29 636 061 Against 589 965 Abstentio

  73. Slide 73: Ex-post Vote: Executive Officers' Remuneration

    ORDINARY GENERAL MEETING RESOLUTION 10 Ex-post vote: approval of the information relating to the remuneration of executive officers paid during the financial year ended 31 December 2020 or awarded in respect of the same financial year 559 868 421 For 10 552 526 Against 68 845 Abstention Carried 98,1

  74. Slide 74: Ex-post Vote: Gounon, 1st Half

    ORDINARY GENERAL MEETING RESOLUTION 11 Ex-post vote: approval of the remuneration paid during or awarded for the 1st half of the financial year ended 31 December 2020 to Jacques Gounon, Chairman and Chief Executive Officer 553 444 591 For 15 699 245 Against 1 345 956 Abstention Carried 97,24 % 2,76

  75. Slide 75: Ex-post Vote: Leriche, 2nd Half

    ORDINARY GENERAL MEETING RESOLUTION 12 Ex-post vote: approval of the remuneration paid during or awarded for the 2nd half of the financial year ended 31 December 2020 to Yann Leriche, Chief Executive Officer 555 481 182 For 14 374 504 Against 634 106 Abstention Carried 97,48 % 2,52 % - 74

  76. Slide 76: Ex-post Vote: Gounon, Chairman 2nd Half

    ORDINARY GENERAL MEETING RESOLUTION 13 Ex-post vote: approval of the remuneration paid during or awarded for the 2nd half of the financial year ended 31 December 2020 to Jacques Gounon, Chairman 567 538 813 For 2 902 394 Against 48 585 Abstention Carried 99,49 % 0,51 % - 75

  77. Slide 77: Ex-post Vote: François Gauthey

    ORDINARY GENERAL MEETING RESOLUTION 14 Ex-post vote: approval of the remuneration paid during or awarded for the financial year ended 31 December 2020 to François Gauthey, Deputy Chief Executive Officer (1st January – 15 March 2020) 555 489 444 For 14 180 544 Against 819 804 Abstention Carried 97,51

  78. Slide 78: Ex-ante Vote: Remuneration Policy 2021

    ORDINARY GENERAL MEETING RESOLUTION 15 Ex-ante vote: approval of the remuneration policy for executive officers and directors for 2021 569 857 079 For 497 935 Against 134 778 Abstention Carried 99,91 % 0,09 % - 77

  79. Slide 79: Ex-ante Vote: CEO Remuneration Policy

    ORDINARY GENERAL MEETING RESOLUTION 16 Ex-ante vote: approval of the remuneration policy (principles and criteria for determining, allocating and distributing the fixed, variable and exceptional elements making up the total remuneration and benefits of any kind) attributable to the Chief Executive O

  80. Slide 80: Ex-ante Vote: Chairman Remuneration Policy

    ORDINARY GENERAL MEETING RESOLUTION 17 Ex-ante vote: approval of the remuneration policy (principles and criteria for determining, allocating and distributing the fixed, variable and exceptional elements making up the total remuneration and benefits of any kind) attributable to the Chairman of the B

  81. Slide 81: Collective Free Allocation of Shares

    EXTRAORDINARY GENERAL MEETING RESOLUTION 18 Delegation of authority granted to the Board of Directors to proceed with a collective free allocation of shares to all non-executive employees of the Company and of the companies directly or indirectly related to it, within the meaning of article L.225-19

  82. Slide 82: Performance Share Allocation

    EXTRAORDINARY GENERAL MEETING RESOLUTION 19 Authorisation granted to the Board of Directors for allocating ordinary shares, subject to performance conditions, free of charge to certain members of the Group’s employees and/or executive officers • Duration: 12 months • Maximum: 300,000 ordinary shares

  83. Slide 83: Modification of 2018 Long-Term Incentive Plan

    EXTRAORDINARY GENERAL MEETING RESOLUTION 20 Approval of the modification of an element of the 2018 long-term incentive plan 556 855 385 For 13 543 822 Against 82 279 Abstention Carried 97,63 % 2,37 % - 82

  84. Slide 84: Capital Increase with Preferential Subscription Rights

    EXTRAORDINARY GENERAL MEETING RESOLUTION 21 Renewal of the delegation of authority granted to the Board of Directors to issue, with shareholders’ preferential subscription rights maintained, ordinary shares of the Company or securities giving access to ordinary shares of the Company or of companies

  85. Slide 85: Capital Increase for Contributions in Kind

    EXTRAORDINARY GENERAL MEETING RESOLUTION 22 Delegation of authority granted to the Board of Directors to issue, with cancellation of the preferential subscription rights, ordinary shares or securities giving access to the capital, in remuneration of contributions in kind relating to equity securitie

  86. Slide 86: Overall Limit of Share Issue Authorisations

    EXTRAORDINARY GENERAL MEETING RESOLUTION 23 Overall limit of the authorisations to issue shares with or without cancellation of preferential subscription rights • Maximum: €88M, namely 40% of the share capital • Lower limit for the share capital increases without preferential subscription rights: €2

  87. Slide 87: Reduction of Share Capital by Cancelling Treasury Shares

    EXTRAORDINARY GENERAL MEETING RESOLUTION 24 Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares • Duration: 18 months • Maximum: 10% of the share capital 560 656 324 For 9 738 830 Against 86 332 Abstention Carried 98,29 % 1,71 % - 86

  88. Slide 88: Capital Increase for Employee Savings Plan

    EXTRAORDINARY GENERAL MEETING RESOLUTION 25 Delegation of authority granted to the Board of Directors to carry out capital increases with withdrawal of the shareholder’s preferential subscription right, by issuing ordinary shares or securities giving access to the Company’s capital reserved to the e

  89. Slide 89: Deletion of Obsolete Mention from Articles

    EXTRAORDINARY GENERAL MEETING RESOLUTION 26 Deletion of obsolete mention from the articles of association 569 471 819 For 909 850 Against 99 817 Abstention Carried 99,84 % 0,16 % - 88

  90. Slide 90: Powers for the Formalities

    EXTRAORDINARY GENERAL MEETING RESOLUTION 27 Powers for the formalities 570 257 411 For 160 253 Against 63 822 Abstention Carried 99,97 % 0,03 % - 89

  91. Slide 91: Close of the Meeting

    COMBINED GENERAL MEETING CLOSE OF THE MEETING 90

  92. Slide 92: Thank You for Your Interest

    THANK YOU FOR YOUR INTEREST 91

  93. Slide 93: Disclaimer

    DISCLAIMER  This presentation may contain forward-looking objectives and information about Getlink's financial condition, business activities, operating results and development strategy.  These objectives and information are based on assumptions that may prove to be inaccurate and are subject to s

Getlink — Shareholder Meeting (April 2021) on 6ix