Engie S.a. · EURONEXT:ENGI
Engie — GDF Suez — Shareholder Meeting (April 2013)
76 slides from Engie's shareholder meeting presentation, Apr 23, 2013
Slide 1: Shareholders' Meeting
Clotilde B, Safety Manager Shareholders’ Meeting Matthew Gas tanker 2013 Wind farm in Germinon, France Plant in Chica Uno, Peru
Slide 2: Solidarité avec Tanguy
SOLIDARITE avec TANGUY Le Groupe et l'ensemble de ses collé~ “ leur , EI N Ee Nt \ RES: utl-Fournier \ \\'s) va tamille, enlevés le 19 février 2013. GoDoF sece ==
Slide 3: Legal Opening
Clotilde B, Safety Manager Plant in Paiton, Thailand LEGAL OPENING Gérard Mestrallet Chairman and Chief Executive Officer
Slide 4: Agenda (1/3)
Agenda (1/3) Resolutions within the competence of the Ordinary General Meeting – Board of Directors' Report – Statutory Auditors' Reports – Approval of the annual financial statements for financial year 2012 (first resolution) – Approval of the consolidated financial statements for financial year
Slide 5: Agenda (2/3)
Agenda (2/3) Resolutions within the competence of the Extraordinary General Meeting – Board of Directors' Report – Statutory Auditors' Reports – Authorisation for an issue reserved for employees enrolled in the Group savings plans (ninth resolution) – Authorisation for an issue reserved for any en
Slide 6: Agenda (3/3)
Agenda (3/3) Resolutions within the competence of the Ordinary General Meeting – Resolution A (not approved by the Board): Amendment presented by FCPE LINK France to the 3rd resolution SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 6
Slide 7: Introduction
Clotilde B, Safety Manager Plant in Paiton, Thailand INTRODUCTION Gérard Mestrallet Chairman and Chief Executive Officer
Slide 8: A long-term shareholder loyalty policy
A long-term shareholder loyalty policy Nearly one million A large, multi-channel system individual and for informing, meeting, listening & dialoguing employee shareholders in 2013 11,200 shareholders met Service quality recognised 96 events organized by the club with 4 prestigious awards in 2012
Slide 9: A will to better understand shareholder expectations
A will to better understand shareholder expectations Main topics to be treated at the General Meeting QUESTIONS ASKED: Group strategy 13.5% Outlook for the coming years 11.9% Long-term perspectives Dividend policy 10.0% Executive compensation policy 9.1% 8.5% Stock market performance Management and
Slide 10: Summary
Summary Wind farm, Germinon France 2012: a transformation year Accelerating our strategic orientation towards new growth markets Reinforcing the Group's flexibility in Europe LNG terminal in Mijillones, Chile A financial strategy serving the corporate plan Conclusion Sohar Plant, Oman SHAREHOLDERS’
Slide 11: 2012: A Transformation Year
Clotilde B, Safety Manager 2012: A TRANSFORMATION YEAR Gérard Mestrallet Chairman and Chief Executive Officer Plant in Chica Uno, Peru
Slide 12: Solid operational performance allowing achievement of all 2012 financial objectives
Solid operational performance allowing the achievement of all 2012 financial objectives REVENUES €97bn EBITDA €17bn Electrical plant, Thailand NET INCOME, GROUP SHARE €1.6bn NET RECURRING INCOME, GROUP SHARE €3.8bn GROSS INVESTMENTS(1) €10bn Umm Al Nar Plant, Abu Dhabi FINANCIAL STRUCTURE Adjusted n
Slide 13: Q1 2013 results in line with our guidance
Q1 2013 results in line with our guidance Figures as of 31.03.2013, unaudited pro forma equity consolidation of Suez Environnement REVENUES €24.6bn +0% EBITDA €5bn - 5.1 % NET DEBT €34.1bn €-2.5bn(1) (1) Compared with net debt as of end of 2012 SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 13
Slide 14: Extra-financial targets serving the corporate vision
Extra-financial targets serving of the corporate vision Canunda 2012 2015 wind farm, level targets Australia RENEWABLE ENERGY +26% +50% (increase in installed capacity vs. 2009) HEALTH AND SAFETY(1) 7.6 <6 BIODIVERSITY(2) 14% 100% Protection of biodiversity DIVERSITY 25% (% of women in managerial st
Slide 15: GDF SUEZ, a responsible company delivering its commitment
GDF SUEZ, a responsible company delivering its commitment Vigeo external rating 2012 Key Events Significant progress in health and safety No.1 integrated energy player French government label granted to biodiversity action plan Sector's performance GDF SUEZ Diversity label awarded by AFNOR:
Slide 16: Stock market evolution since 1 year
Stock market evolution since 1 year in EUR 30 25 CAC +15.1% 20 EDF +3.8% GDF SUEZ -14.2% 15 E.ON -21.1% RWE -26.6% Source Bloomberg – 22 april 2013 10 19/04 01/05 01/06 01/07 01/08 01/09 01/10 01/11 01/12 01/01 01/02 01/03 01/04 22/04 2012 2013 2013 SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 16
Slide 17: An attractive dividend policy
An attractive dividend policy Dividend offered for 2012 €1.50 per share €/share Dividend evolution since 2005 (1) €1.50 GDF SUEZ EDF €1.08 €1.01 Iberdrola €0.78 RWE €0.68 E.ON €0.27 €0.23 ENEL (1) Ordinary dividend, excluding special dividend (source: Bloomberg) / Rebased on 2005 GDF SUEZ dividend o
Slide 18: Video on the sector
VIDEO ON THE SECTOR SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 18
Slide 19: Acceleration of the Group's transformation in 2012
Acceleration of the Group's transformation in 2012 Energy Europe Branch Creation Solar power facility, Bollène, France International Power full acquisition Evolution of the relationship with Suez Environnement: non-renewal of shareholders' agreement Chilca Uno, Peru SHAREHOLDERS’ MEETING, PARIS, 23
Slide 20: A large-scale action plan with Perform 2015
A large-scale action plan with Perform 2015 Gross P&L contribution Investments and working capital TARGETS €3.5bn optimization €1bn Reducing overhead, Improving in trade receivables streamlining buildings Adapting the maintenance Closing, mothballing frequency of thermal power plants or tran
Slide 21: Accelerating our strategic orientation towards new growth markets
Clotilde B, Safety Manager ACCELERATING OUR STRATEGIC ORIENTATION TOWARDS NEW GROWTH MARKETS Gérard Mestrallet Chairman and Chief Executive Officer Employee at LNG terminal, Meijillones
Slide 22: A clear strategy in a difficult environment
A clear strategy in a difficult environment Estreito Dam, Brazil Stepping up development in high-growth markets and focused development in Europe – Electricity generation Natural gas – Liquefied Natural Gas (LNG) connection eco-site in France – Energy efficiency – Renewable energies Optimizing a
Slide 23: Clear perspectives in high growth markets
Clear perspectives in high growth markets Steady growth of energy demand in Demand growth by zone emerging markets for Liquefied Natural Gas Expected growth of installed capacity mtpa 450 400 + ~40% ~550 350 (in GW) 300 250 ~370 200 150 ~370 100 ~290 50 0 ~220 ~290 2010 2015 2020 2025 2012(2) 2020 p
Slide 24: Accelerating international development through power generation
Accelerating international development through power generation activities... Ras Laffan, Qatar ELECTRICITY Change in installed capacity 46 GW ~55 GW 11 ASIA 9 Paiton, Indonesia PACIFIC MIDDLE EAST 27 TURKEY AFRICA 25 LATIN AMERICA 17 12 At the end of the current Installed capacity(1) : In service c
Slide 25: Video: Estreito hydro plant inauguration
VIDEO Estreito hydro plant inauguration SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 25
Slide 26: ... and through Liquefied Natural Gas activities
... and through Liquefied Natural Gas activities Gaselys LNG plant, Leadership positions in Yangshan Port, China 3rd supply portfolio worldwide A fleet of 17 LNG carriers No.1 in regasification capacity in Europe Liquefaction Unloading arms in in Snovit, Montoir de Bretagne, Norway France Ambitious
Slide 27: Energy efficiency: benefiting from a competitive advantage
Energy efficiency: benefiting from a competitive advantage Growing requirements Ambitious targets Satisfying new market expectations Developing innovative offers combining the Group's Anticipating technology trends skills Increasing revenues in energy efficiency by 40% by Benefit from the
Slide 28: Renewable energy: value the Group's expertise
Renewable energy: value the Group's expertise Change in VIGEO rating on the criterion Solar Wind farm, "Development of renewable energy" power Italy 100 facility, GDF SUEZ Curbans, 80 Iberdrola France 60 Notation Enel 40 RWE 20 EDF 0 E.ON 2005 2006 2007 2009 2011 2012 Power plant Renewable energy: n
Slide 29: Reinforcing the Group's flexibility in Europe
Clotilde B, Safety Manager REINFORCING THE GROUP'S FLEXIBILITY IN EUROPE Jean-François CIRELLI Vice-Chairman and President in charge of Energy Europe Branch Wind farm, Poggio Imperiale, Italy
Slide 30: Key messages
Key messages Biomass plant in A difficult European environment Rodenhuize, Belgium A dynamic management policy for our industrial assets Solar panels at San GIovanni Hospital, Rome Secured and optimized gas supply Continued innovative developments in Europe key Wind farm in Germinon, France SHAREHOL
Slide 31: A difficult European environment
A difficult European environment Falling energy prices 60 Baseload Germany 1 year forward price 58 January 2011 – April 2013 56 Low demand for energy 54 52 in a competitive environment 50 48 46 A decrease in energy wholesale prices 44 42 Sources: Platts, GDF SUEZ Trading 40 Difficult regulator
Slide 32: A dynamic management policy for our European assets
A dynamic management policy for our European assets Optimizing industrial assets Developing renewable energies Increase flexibility Target: 2,000 MW of new renewable energy capacity commissioned by 2017 Close or mothball some electricity and gas assets Selective an low capital intensive deve
Slide 33: Secured and optimized gas supply
Secured and optimized gas supply Intensifying price renegotiations 2010 2011 2012 Q1 Q3 Q4 Q4 Q4 • Statoil • Gazprom • Sonatrach • Gazprom • ENI • Statoil • Gas Terra • ENI • Sonatrach • GasTerra • Gas Terra Zapoliarny Field, Siberia Renegotiate our long-term contracts to bring prices down Provaly
Slide 34: Continued innovative developments in Europe
Continued innovative developments in Europe MARINE ENERGY NATURAL GAS VEHICLE BIOGAS Energia 3.0 ENERGY BOX DIGITAL SMART GRID – Toulouse Business District SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 34 34
Slide 35: A financial strategy serving the corporate plan
Clotilde B, Safety Manager Fujairah Plant, United Arab Emirates A FINANCIAL STRATEGY SERVING THE CORPORATE PLAN Isabelle Kocher Executive Vice-President, Chief Financial Officer
Slide 36: Key messages
Key messages Mejillones LNG terminal, Chile key A strong and quick reaction to a difficult environment Solid operational performance Sustained cash flow generation and dynamic debt management Biomass plant, Polaniec, Poland SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 36
Slide 37: A disposal plan accelerating the Group's reprofiling
A disposal plan accelerating the Group’s reprofiling Sibelga Eurawasser SPP (Belgium) (Germany) (Slovakia) €0.2bn €0.1bn €1.3bn Renewables Breeze II (Canada) (Germany & France) €1.0bn €0.3bn Hotspring Maestrale (United States) (Italy) €0.2bn €0.8bn Choctaw Al Hidd (United States) (Bahrain) €0.1bn €0
Slide 38: Reduction and focused capex
Reduction and focused capex Gross capex in €bn Growth capex: From 30 to 40-50% in fast growing 10.7 10.0 (1) markets on the medium term (2) 7–8 2011 2012 2013 Fujairah Plant, United Arab Emirates (1) Excluding IPR's minorities acquisition for €9.9 bn (2) Including impact of equity method of Suez Env
Slide 39: An ambitious performance plan
An ambitious performance plan Perform 2015: €0.8bn gross P&L contribution, higher than Efficio 2 target of €0.6bn In €bn 0.8 Others Energy 0.2 0.2 Services(1) 6% International Environment 19% 18% 0.3 0.6 Energy €0.8bn Energy(2) 12% Services 0.3 31% Energy 0.1 Infrastructures 9% 5% Europe Others Reve
Slide 40: 2012 target achieved in a difficult context
2012 target achieved in a difficult context In €bn 2011 2012 12/11 Current net income, 3.5 3.8 +11% Group share(1) EBITDA 16.5 17.0 Current operating Income 9.0 9.5 Of which -€2bn of Net income, Group share 4.0 1.6 impairments post tax Growth from all energy business lines (1) Net income excluding
Slide 41: Recognised impairment of certain European assets
Recognised impairment of certain European assets reflecting deteriorating energy markets More than 85% on European markets €2bn of impairment losses post tax United Kingdom In relation with the deterioration of €~120 M* economic conditions in European energy Western markets Europe €~970 M* Ada
Slide 42: A solid financial structure combined with strong cash-flow generation
A solid financial structure combined with strong cash-flow generation securing the financial equation of GDF SUEZ Ratings EDF Aa3 In €bn Negative 8.8 8.8 A+ EDF GDF SUEZ 7.8 Stable Negative 2.6x GDF SUEZ Negative Watch E.ON 3.3 3.3 3.4(1) E.ON Stable Stable RWE Negative RWE Stable IBERDROLA ENEL Neg
Slide 43: Short and medium-term financial targets confirmed
Short and medium-term financial targets(1) confirmed Recurring net income, Group share(2) : €3.1 – 3.5bn - Indicative EBITDA : €13 – 14bn 2013 Gross investments: €7 – 8bn Net debt/EBITDA ≤ 2.5x and "A" rating 2014 Expected recurring net income (Group share) in a similar range 2015 Rebound
Slide 44: Conclusion
Clotilde B, Safety Manager CONCLUSION Gérard Mestrallet Chairman and Chief Executive Officer Ita Dam, Brazil
Slide 45: A unique profile focused on value creation
A unique profile focused on value creation Energy Protecting value efficiency in Dubai in a difficult environment LNG carrier Matthew A balanced and diversified profile Perform 2015 Position to benefit from Operational efficiency medium term growth Commitment to a solid financial Leader in i
Slide 46: An industrial, social and identity project creating value for all stakeholders
An industrial, social and identity project, creating value for all of the company's stakeholders Shareholders Employees Civil community Major partnerships such as €3.4bn Dividends* in 2012 Fondation Agir contre l’Exclusion, 1,000,000 Individual shareholders and France Nature Environnement, Emmaüs em
Slide 47: Governance
Clotilde B, Safety Manager GOVERNANCE Tanger Plant, Barcelona Gérard Mestrallet Chairman and Chief Executive Officer
Slide 48: A diversified, active Board of Directors, upholding high standards
A diversified, active Board of Directors, upholding high standards Participation Diversity Foreign 14 meetings Directors in 2012 89% 28% 23% Main trends in 2012 External annual evaluation BOARD Board of Directors downsized OF DIRECTORS Diversity improved 1 AND COMMITTEES 3 Annual evaluation Appl
Slide 49: Committees supporting the Board of Directors
4 Committees supporting the Board of Directors Strategy & Ethics, Environment & Investments Sustainable Development Olivier Bourges Ann-Kristin Achleitner Aldo Cardoso Alain Beullier Pierre Mongin Stéphane Pallez Patrick Petitjean Edmond Lord Simon of Highbury Françoise Alphandéry Ma
Slide 50: Strategy and Investment Committee
Strategy and Investment Committee Committee's principal duties 6 members Advise on major strategic guidelines 10 meetings in 2012 Advise on growth projects and strategic agreements Attendance 86% Committee's key activities in 2012 Analysed the Group's business lines and activities: ambitions i
Slide 51: Audit and Risk Committee
Audit and Risk Committee Committee's principal duties Review of draft accounts and financial situation 6 members Review of internal audit procedures, inspection of internal 11 meetings in 2012 audit contingency and action plans Review of risk management Attendance 94% Monitoring of external
Slide 52: Risk management, an essential process for the Group
Risk management, an essential process for the Group Risk management Risk management Annual Risk factors by managers and mapping review of risks Impact Risks from the external environment External sources General Operational risks Manage- ment Industrial risks Evaluation of Committ- risk management e
Slide 53: Committee for Ethics, the Environment, and Sustainable Development
Committee for Ethics, the Environment, and Sustainable Development Committee's principal duties 4 members Review ethics systems and compliance 5 meetings in 2012 Review sustainable-development policy Attendance 85% Committee's key activities in 2012 Reviewed status on ethics incidents and the
Slide 54: Compensation of Chief Executive Officers
Compensation of Chief Executive Officers Variable portion Fixed portion Quantitative criteria: Amount unchanged since 2009 70% Recurring Net Income, Group share, per share Half Long term incentive Free cash flow ROCE Half No stock options since 2008 Net debt Performance shares Only one allocat
Slide 55: Appointments & Compensation Committee
Appointments & Compensation Committee Committee's principal duties 5 members (since the grouping of the appointments & compensation 8 meetings in 2012 committees on April 23, 2012) (before and after the merger) Recommendations to the Board of Directors regarding appointments and compensation Atten
Slide 56: Statutory Auditors' Report
Clotilde B, Safety Manager STATUTORY AUDITORS' REPORT Tanger Plant, Barcelona
Slide 57: Q&A
Q&A Clotilde B, Safety Manager Tanger Plant, Barcelona
Slide 58: Resolutions
Clotilde B, Safety Manager RESOLUTIONS Tanger Plant, Barcelona Gérard Mestrallet Chairman and Chief Executive Officer
Slide 59: Vote on Resolutions
Clotilde B, Safety Manager Board of Directors VOTE ON RESOLUTIONS Tanger Plant, Barcelona
Slide 60: First resolution: Annual financial statements for FY 2012
First resolution Annual financial statements for FY 2012 – The purpose of this resolution is to approve the annual financial statements for fiscal year 2012 SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 60
Slide 61: Second resolution: Consolidated financial statements for FY 2012
Second resolution Consolidated financial statements for FY 2012 – The purpose of this resolution is to approve the consolidated financial statements for fiscal year 2012 SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 61
Slide 62: Third resolution: Distribution of earnings and dividend
Third resolution Distribution of earnings and establishment of the amount of the dividend for FY 2012 – The purpose of this resolution is to distribute the earnings and set the dividend at €1.50 per share – Given the interim dividend of €0.83 paid on 25 October 2012, the remaining dividend payable
Slide 63: Fourth resolution: Related party agreements
Fourth resolution Related party agreements – The purpose of this resolution is to have the Meeting approve the related party agreements, entered into during financial year 2012, mentioned in the Statutory Auditors' special report SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 63
Slide 64: Fifth resolution: Transactions on Company shares
Fifth resolution Renewal of the authorisation to carry out transactions on Company shares – Valid period: 18 months – Maximum purchase price: €40 – Aggregate holding and buyback over the authorisation period: 10% of capital – Aggregate acquisitions: €9.6 billion – Resolution unusable during public
Slide 65: Sixth resolution: Ratification of Ann-Kristin Achleitner as Director
Sixth resolution Ratification of the appointment of Ann-Kristin Achleitner as Director – Independent Director – Member, Audit Committee – Member, Committee for Ethics, the Environment and Sustainable Development – German national – Term expires at: General Meeting to be held in 2015 on the account
Slide 66: Seventh resolution: Director representing employee shareholders
Seventh resolution Appointment of a Director representing employee shareholders – Jonathan REYNOLDS – Member, Supervisory Board of LINK International – British national – Appointed to a four-year term SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 66
Slide 67: Eighth resolution: Director representing employee shareholders
Eighth resolution Appointment of a Director representing employee shareholders – Caroline Simon – Member, Supervisory Councils of LINK France and Spring France – French national – Appointed to a four-year term SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 67
Slide 68: Election of a Director representing employee shareholders
Resolutions relatives to the election of a Director representing employee shareholders Mrs Caroline SIMON Vote Mr Jonathan REYNOLDS Vote SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 68
Slide 69: Ninth resolution: Capital increase reserved for employees
Ninth resolution Corporate capital increase reserved for employees enrolled in GDF SUEZ Group’s Savings Plans – Valid period: 26 months – Maximum nominal amount: €40 million, taken from the total ceiling of €275 million covered in the 19th resolution of the AGM of 23 April 2012 – Delegation termin
Slide 70: Tenth resolution: Capital increase for international employee shareholders
Tenth resolution Capital increase reserved for any entities whose purpose is to facilitate access to GDF SUEZ capital for the Group’s international employee shareholders – Valid period: 18 months – Maximum nominal amount: €10 million, taken from the total ceiling of €275 million covered in the 19t
Slide 71: Eleventh resolution: Bonus shares to all employees
Eleventh resolution Authorisation to be given to the Board of Directors for the purpose of awarding bonus shares to all employees and company officers in the Group’s companies (except for the Company’s executive officers) – Valid period: 18 months – Maximum amount: 0.5% of the share capital on the
Slide 72: Twelfth resolution: Bonus shares to some employees
Twelfth resolution Authorisation to be given to the Board of Directors for the purpose of awarding bonus shares to some employees and company officers in the Group’s companies (except for the Company’s executive officers) – Valid period: 18 months – Maximum amount: 0.5% of the share capital on the
Slide 73: Thirteenth resolution: Amendment to Article 13.3 1) of the Bylaws
Thirteenth resolution Amendment to Article 13.3 1) of the Bylaws – Target: amendment to the expiration date of the terms of office for the directors elected by employees – Those terms of office reaching maturity would end after the ordinary general meeting of shareholders, which would be called to
Slide 74: Fourteenth resolution: Powers for formalities
Fourteenth resolution Powers for formalities – The purpose of this resolution is to implement the resolutions adopted by the General Meeting and to perform the related formalities SHAREHOLDERS’ MEETING, PARIS, 23 APRIL 2013 74
Slide 75: Resolution A: Amendment to Resolution 3
Resolution A – Amendment to Resolution 3, presented by FCPE LINK France (not approved by the Board) Distribution of earnings and establishment of the amount of the dividend for fiscal year 2012 – The purpose of this resolution is to set dividend at €0.83 per share, corresponding to the amount of t
Slide 76: Shareholders' Meeting
Clotilde B, Safety Manager Shareholders’ Meeting Matthew Gas tanker 2013 Wind farm in Germinon, France Plant in Chica Uno, Peru