Engie S.a. · EURONEXT:ENGI
Engie — GDF Suez — Shareholder Meeting (April 2014)
99 slides from Engie's shareholder meeting presentation, Apr 28, 2014
Slide 1: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 2: Opening
Opening
Slide 3: Agenda: Ordinary Shareholder's Meeting resolutions
AGENDA Resolutions submitted to the Ordinary Shareholder’s Meeting – Approval of the transactions and parent company financial statements for fiscal year 2013 (1st resolution) – Approval of the consolidated financial statements for fiscal year 2013 (2nd resolution) – Appropriation of net income an
Slide 4: Agenda: Extraordinary Shareholder's Meeting resolutions
AGENDA Resolutions submitted to the Extraordinary Shareholder’s Meeting – Authorization to issue common shares and/or compound securities with preferential subscription rights maintained (10th resolution) – Authorization to issue common shares and/or compound securities with preferential subscript
Slide 5: Agenda: Extraordinary Shareholder's Meeting resolutions (continued)
AGENDA – Limitation of the overall ceiling on authorizations for immediate and/or future capital increases (17th résolution) – Authorization to increase the share capital by capitalizing premiums, reserves, earnings or other accounting items (18th résolution) – Authorization to reduce the share capi
Slide 6: Agenda: Consultative resolutions
AGENDA Consultative resolutions submitted to the Ordinary Shareholders’ Meeting – Consultation on the elements of compensation due or awarded to Gerard Mestrallet, Chairman and CEO, for fiscal year 2013 (24th résolution) – Consultation on the elements of compensation due or awarded to Jean-Francoi
Slide 7: Agenda: Resolution A
AGENDA Resolution submitted to the Ordinary Shareholders’ Meeting – Résolution A (not approved by the Board of Directors) : Amendement filed by FCPE LINK France to the 3rd resolution 7
Slide 8: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 9: Introduction
Introduction
Slide 10: Shareholders consulted: 500 questions
BETTER MEET YOUR EXPECTATIONS 13 000 Main topics shareholders • Shareholders loyalty policy consulted • Economic and competitive environnement 500 questions • International developments submitted to the • Innovation policy management • Compensation policy of executives 10
Slide 11: A strategy adapted to the energy environment
A STRATEGY ADAPTED TO THE ENERGY ENVIRONMENT TWO STRATEGIC ORIENTATIONS FAST GROWING MARKETS Strong need for energy Be the benchmark energy player in fast growing UNITED-STATES markets Shale gas revolution Be leader in the energy EUROPE transition in Europe Energy model transformation 11
Slide 12: Focus on growth
FOCUS ON GROWTH DISPOSALS INVESTMENTS WITH AN ACCELERATION OF THE INDUSTRIAL DIVIDEND STRATEGY 12
Slide 13: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LAEDER ENERGY PLAYER in the energy in fast growing transition markets in Europe ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with the FOCUS ON GROWTH AFEP-MEDEF Code 13
Slide 14: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LEADER ENERGY PLAYER in the energy in fast growing transition markets in Europe ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with the FOCUS ON GROWTH AFEP-MEDEF Code 14
Slide 15: Leverage on strong positions
BE THE BENCHMARK ENERGY PLAYER IN FAST GROWING MARKETS LEVERAGE ON DEVELOP GLOBALIZE STRONG POSITIONS our presence around energy services in independent the gas value chain leadership positions power production 15
Slide 16: A favorable market environment
A FAVORABLE MARKET ENVIRONMENT FINAL POWER PRIMARY NATURAL GAS NON-OECD COUNTRIES DEMAND DEMAND GDP ENERGY INTENSITY TWh TWh koe/$05p* 160 2012 0,40 140 +128% 160 +209% 2012 0,35 2035 140 2035 120 0,30 120 100 0,25 100 80 0,20 80 60 60 +45% 0,15 40 +72% 0,10 +97% 40 +112% 20 +58% +118% 20 0,05 0 0 0
Slide 17: Numerous growth opportunities
NUMEROUS GROWTH OPPORTUNITIES… Power Natural gas & GNL Services • CHP • Tavan Tolgoi • Renewable projects Sanofi agreement • Sinop • Adana Beijing EG agreement Cameron LNG Az zour Storage & regasification terminal Touat PEMEX agreement Mirfa Sanofi agreement • Tarfaya Petrovietnam agreement • Los Ra
Slide 18: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 19: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LEADER ENERGY PLAYER in the energy in fast growing transition markets in Europe ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with the FOCUS ON GROWTH AFEP-MEDEF Code 19
Slide 20: Favorable legal and political environment
…WITH A STRENGTHENED RISK MANAGEMENT FAVORABLE LEGAL DYNAMIC ENERGY MARKET & POLITICAL ECONOMIC OPPORTUNITIES ENVIRONMENT ENVIRONMENT 20
Slide 21: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LEADER DE RÉFÉRENCE in the energy in fast growing transition in Europe markets ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with REINFORCING FOCUS AFEP-MEDEF Code ON GROWTH 21
Slide 22: Be leader in the energy transition in Europe
BE LEADER IN THE ENERGY TRANSITION IN EUROPE CARBON-FREE ENERGY generation efficiency INNOVATE 22
Slide 23: An energy mix with low CO2 emissions in Europe
AN ENERGY MIX WITH LOW CO2 EMISSIONS IN EUROPE ~83% ~16% of power generation of renewable in portfolio with low CO2 the generation emissions portfolio 2012 carbon factor by company 1200 Kg CO2/MWh 1000 800 600 400 200 0 Source: PWC 23
Slide 24: Offshore wind: a big industrial project, a sharing value creation
OFFSHORE WIND: A BIG INDUSTRIAL PROJECT, A SHARING VALUE CREATION SHARHOLDERS EMPLOYEES Compliance with Group’s 6,000 direct & investment criteria indirect jobs 400,000 training hours (Pays de la Loire) PUBLIC 1,000 MW ENTITIES CUSTOMERS Local energy policy 1.6M of inhabitants enlightened with renew
Slide 25: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 26: A full range of offers in energy efficiency
A FULL RANGE OFFERS IN ENERGY EFFICIENCY ENERGETIC RENOVATION & BUILDING insulation BEHVIOURS AND USES management LEVEL OF ENERGY EFFICIENCY Lycées d’Alsace SUPPLY , OPERATION & MAINTENANCE management Mars plant - Haguenau MEASURING & MONITORING Individual consumption monitoring NATURE OF THE SERVIC
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Slide 28: Cit'ease
Cit'ease MA VILLE PLUS FACILE Gor S/vCam
Slide 29: Bienvenue A. Durand
Bienvenue A: Durand © Notes: Acksen te sayagerm seer me Votre ville en teres o Ff — Ss ee Oe CN” es ie 7 i Comma nba vate tere Cath in The Dath to 90 29 coca Prmsipinage ane ad titans ee pers @ ~~ Cowertie ODN Par Eran Pietwet | seven! Wan renee reel
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Slide 32: Fuite d'eau détectée
Fuite d’eau détectée rue Jean Jaurès depuis ½ heure
Slide 33: Cit'ease
Cit'ease MA VILLE PLUS FACILE Gor S/vCam
Slide 34: Gaya
Gaya
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Slide 36: Biomethane 2nd generation
2020 BIOME THANE 2EME GENERATION — BIOMASSE GAZEIFICATION
Slide 37: BIOME THANE
BIOME THANE
Slide 38: GOOF SWVC2 ! S y Z
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Slide 39: Saint-Fons
Saint-Fons
Slide 40: Photo 20734 – Oiseau de mer – GDF SUEZ
Photo 20734 – Oiseau de mer – GDF SUEZ
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Slide 43: © Atelier d’Architecture Delannoy et Associés
© CUD © Atelier d’Architecture Delannoy et Associés
Slide 44: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LEADER DE RÉFÉRENCE in the energy in fast growing transition in Europe markets ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with REINFORCING FOCUS AFEP-MEDEF Code ON GROWTH 44
Slide 45: Reduction of the CO2 footprint
RESEARCH SERVING OUR CUSTOMERS REDUCTION OF EFFICIENT ENERGY THE CO2 COMSUPTION MONITORING FOOTPRINT 45
Slide 46: Be the benchmark energy player in fast growing markets
BE THE BENCHMARK BE LEADER ENERGY PLAYER in the energy in fast growing transition markets in Europe ALL 2013 TARGETS GOVERNANCE ACHIEVED & in line with FOCUS ON GROWTH AFEP-MEDEF Code 46
Slide 47: 2013: all targets achieved
2013: ALL TARGETS ACHIEVED Figures pro forma equity consolidation of Suez Environnement (1) €3.4 bn In the higher part of range PROFIT & LOSS Recurring net income €3.1 bn - €3.5 bn Group share(2) CASH €10.4 bn Strong cash generation maintained GENERATION Free Cash Flow Before maintenance capex GROUP
Slide 48: Simplified income statement
SIMPLIFIED INCOME STATEMENT Figures pro forma equity consolidation of Suez Environnement in €m 2012(1) 2013 REVENUES 81,960 81,278 Purchases -48,704 -49,523 EBITDA Personnel costs -9,467 -9,597 (€bn) Other operating income and expenses -9,314 -8,864 2013 : 13.4 Depreciation, amortization and provisi
Slide 49: Prudent long term scenarios in Europe
THE GROUP MADE THE CHOICE OF PRUDENT LONG TERM SCENARIOS IN EUROPE… Baseload prices evolution 5 000 Hours of operations of gas thermal fleet 4 500 4 000 Lower electricity demand 3 500 3 000 2 500 2 000 2008 2010 2012 2014 2016 2018 2020 Hours of operations of coal CO2 prices evolution thermal fleet
Slide 50: Impairments and accounting values
… BRINGING THE GROUP TO DRAW THE CONSEQUENCES IN TERMS OF ACCOUTNING VALUES With no impact Impairments 2013 (€bn) in 2013 on : EUROPE 13.8 Energy Europe 10.1 Gas storage 3.2 • the Recurring net income Others 0.5 OUTSIDE EUROPE 1.1 • cash generation TOTAL BEFORE TAXES 14.9 50
Slide 51: Accelerate its development: investments 2014-2016
… AND TO ACCELERATE ITS DEVELOPMENT INVESTMENTS 2013 INVESTMENTS 2014-2016 in €bn ~ €9-10 bn/year External growth 7.5 ~2-3 opportunities 6.5-7.5 +33-55% Growth Capex 4.9 4.5 Organic Maintenance Capex 2.6 2.5 Gross Capex Gross Capex Gross Capex 2013 2014-2016 2014-2016 51
Slide 52: A balanced financing structure
…WITH A BALANCED FINANCING STRUCTURE financial flexibility generated in 2013 Net debt Accelerating Perform 2015 45.0 in €bn in €bn +0.8 4.5 3.7 2.2 30.0 26.7 2013 Initial 2015 New 2015 June 2012 actuals April 2014 actuals 2014 objective actuals objective objective €9 à 10 2013 Average bn /year 2013
Slide 53: Strong growth ambitions
…AND STRONG GROWTH AMBITIONS Energy merchant Regulated European Growth activities in Europe gas infrastructures platforms STABILIZATION IN 2015-2016 STEADY & PREDICTABLE CASH FLOWS ROBUST GROWTH PERSPECTIVES EBIT (€bn) EBIT (€bn) EBIT (€bn) 3.8 2.1 1.8 ~ 3-4% CAGR 2010 … 2013 2014 2015 2016 2013 201
Slide 54: Strong performance of GDF SUEZ share price since January 1st, 2014
STRONG PERFORMANCE OF GDF SUEZ SHARE PRICE SINCE JANUARY 1st, 2014 20 FY 2013 results announcement April 25th : €19.1 +11.6% +10.2% 18 +3.4% 16 Jan-14 Feb-14 Mar-14 Apr-14 GDF SUEZ Utilities CAC40 54
Slide 55: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 56: Social and environmental challenges integrated to the Group's strategy
SOCIAL AND ENVIRONMENTAL CHALLENGES INTEGRATED TO THE GROUP’ STRATEGY CO2 2013 ROBECOSAM EVOLUTION EMISSION 100 RATIO 50 -10% within 2020 0 GDF SUEZ Sector Secteur RENEWABLE ENERGY ACCIDENT FREQUENCY RATE 10 Target <4 by 8 2015 6 4 2 0 2008 2009 2010 2011 2012 2013 +50% by 2015(1) (1) Vs 2009 56
Slide 57: Shareholders loyalty policy
SHAREHOLDERS LOYALTY POLICY Dividend increase proposal of +10% for shareholders registered for at least two years continuously 28/04/2014 31/12/2014 2015 2016 2017 1st Deadline Two fiscal exercice registered application Resolution registration holding of the shares of the proposal for the first appl
Slide 58: Be the benchmark energy player in fast growing markets
BE BENCHMARK BE LEADER ENERGY PLAYER in the energy in fast growing transition markets en Europe ALL 2013 TARGETS GOVERNANCE ACHIEVED & in ligne with the REINFORCING FOCUS AFEP-MEDEF Code ON GROWTH 58
Slide 59: Compliance with the revised AFEP-MEDEF Code
COMPLIANCE WITH THE REVISED AFEP-MEDEF CODE COMPLY OR EXPLAIN Say on Pay Terms of office number Directors’ fees (1) Employee members of the Compensation Commitee Annual review of the Board of directors functioning under the leadership of an independent director with an independent expert (1) Appoint
Slide 60: An active and diversified Board of Directors
AN ACTIVE AND DIVERSIFIED BOARD OF DIRECTORS 57% independent directors(2) 10 meetings in 2013 18 directors(1) 84% 33% of women(3) Participation rate 22% of foreign directors Directors 11 elected by shareholders 4 Directors representing State 3 Directors employees representing (1) Note that the Board
Slide 61: Committees assisting the Board of Directors
4 commitees assisting the Board of Directors Strategy & Ethics, 11 meetings 5 meetings Environment in 2013 Investment in 2013 & Sustaiable 86% Aldo Cardoso Astrid Milsan 95% Development of Pierre Mongin of Ann-Kristin Achleitner attendance Patrick Petitjean attendance Alain Beullier Lo
Slide 62: Major topics synthesis of the Board committees work
Major topics synthesis of the 4 Board of Directors committees work 62
Slide 63: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 64: The risk management, an essential Group process
THE RISK MANAGMENT, AN ESSENTIAL GROUP PROCESS Risk management Risk management Risks factors by managers and mapping Annual • Risks from the review of Strong external risks environment Impact External sources • Operational risks General Management LOW • Industrial risks Commitee Evaluation of Probab
Slide 65: A balanced compensation policy
A BALANCED COMPENSATION POLICY… DIFFERED FIX VARIABLE VARIABLE (PERFORMANCE UNITS) Short-term Short-term Medium / long-term No compensation associated with the modification or termination of duties No compensation associated with non-competition 65
Slide 66: Compensation related to performance
…AND RELATED TO THE PERFORMANCE VARIABLE PART PERFORMANCE UNITS Quantitative criteria (70%) Weighting Final vesting Recurring Net Income 1/2 3 years after the award Group Share per share Free Cash Flow 1/6 Three-fold performance condition Weighting Return on capital employed 1/6 Net Debt 1/6 TSR(2)
Slide 67: Major topics synthesis of the Board committees work
Major topics synthesis of the 4 Board of Directors committees work 67
Slide 68: Conclusion
CONCLUSION All 2013 targets achieved and 2014 guidance increased Clear strategic roadmap : - Be the benchmark energy player in fast growing markets - Be leader in the energy transition in Europe Accelerate the Group’s transformation strategy Focus on growth to reinforce value creation shared
Slide 69: Statutory auditors' report
Statutory auditors’ report
Slide 70: GoFrF swc]a
GoFrF swc]a
Slide 71: Resolutions
GoFrF swc]a Resolutions +
Slide 72: Vote on resolutions
GoFrF SWcSH Vote on resolutions +
Slide 73: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting
Slide 74: First resolution
First resolution 2013 Company financial statements – Approval of the Company financial statements for fiscal year 2013 OGM 74
Slide 75: Second resolution
Second resolution 2013 consolidated financial statements – Approval of the consolidated financial statements for fiscal year 2013 OGM 75
Slide 76: Third resolution
Third resolution Allocation of income and declaration of dividend for 2013 — The purpose of this resolution is to allocate the income and set the dividende per share at €1.50. — Taking into account the interim dividend of €0.83 per share paid on 20 November 20, 2013, the balance of the dividend wi
Slide 77: Fourth resolution
Fourth resolution Regulated agreements – Approval by the Shareholders Meeting of the regulated agreements concluded during fiscal year 2013 and mentioned in the Statutory Auditors’ report OGM 77
Slide 78: Fifth resolution
Fifth resolution Renewal of the authorization to trade in the Company’s shares - Maximum purchase price : €40 - Maximum number of shares purchased during the program and maximum stake at any time: 10 % of the share capital - Maximum aggregate amount of purchases: €9.6 billion - This resolution may
Slide 79: Sixth resolution
Sixth resolution Reappointment of statutory auditors (Ernst & Young et Autres) – Term of office : 6 years expiring at the end of the Ordinary Shareholders’ Meeting convened in 2020 to approve the financial statements for the year ended December 31, 2019 OGM 79
Slide 80: Seventh resolution
Seventh resolution Reappointment of statutory auditors (Deloitte & Associés) – Term of office : 6 years expiring at the end of the Ordinary Shareholders’ Meeting convened in 2020 to approve the financial statements for the year ended December 31, 2019 OGM 80
Slide 81: Eighth resolution
Eighth resolution Reappointment of statutory alternate statutory auditors (AUDITEX) – Alternate statutory auditors – Term of office : 6 years expiring at the end of the Ordinary Shareholders’ Meeting convened in 2020 to approve the financial statements for the year ended December 31, 2019 OGM 81
Slide 82: Ninth resolution
Ninth resolution Reappointment of statutory alternate statutory auditors (BEAS) – Alternate statutory auditors of Deloitte & Associés – Term of office : 6 years expiring at the end of the Ordinary Shareholders’ Meeting convened in 2020 to approve the financial statements for the year ended Decembe
Slide 83: Tenth resolution
Tenth resolution Renewal of delegation of authority to the Board of Directors to issue various securities, with preferential subscription rights maintained – Public offering of: • Common shares and/or share equivalents of the Company and/or subsidiaries of the Company (maximum nominal amount : €22
Slide 84: Eleventh resolution
Eleventh resolution Renewal of delegation of authority to the Board of Directors to issue various securities, with preferential subscription rights waived – Public offering, including in the context of a tender offer on a listed company, of: • Common shares and/or share equivalents of the Company
Slide 85: Twelfth resolution
Twelth resolution Renewal of delegation of authority to the Board of Directors to issue common shares or other securities, with preferential subscription rights waived, in the context of a private placement with qualified investors or a limited circle of investors, within the limit of 20% of the s
Slide 86: Thirteenth resolution
Thirtheenth resolution Renewal of delegation of authority to the Board of Directors to increase the number of securities to be issued under the 10th, 11th and 12th resolutions – Maximum nominal amount: 15% of the initial issue counting against the €225 million ceiling set in the 10th, 11th and 12t
Slide 87: Fourteenth resolution
Fourteenth resolution Renewal to issue ordinary shares and/or various securities in consideration for contributions of securities to the Company – Reserved issuance – Maximum nominal amount: 10% of the share capital counting against the €225 million ceiling set in the 10th, 11th,12th and 13th reso
Slide 88: Fifteenth resolution
Fifteenth resolution Issuance of shares reserved for employee members of a Group employee shareholding plan – Maximum nominal amount: €30 million; this amount shall count against the €265 million overall ceiling set in the 17th Resolution – Authorization depriving of effect the similar one previou
Slide 89: Sixteenth resolution
Sixteenth resolution Authorization to increase the share capital, for the benefit of all entities created as part of the implementation of the GDF SUEZ Group international employee shareholding plan – Maximum nominal amount: €10 million; this amount shall count against the €265 million overall cei
Slide 90: Seventeenth resolution
Seventeenth resolution Limit on the overall ceiling for immediate or future capital increase authorizations – Maximum nominal amount: €265 million – Maximum aggregate nominal amount common to the 10th, 11th, 12th, 13th, 14th, 15th and 16th resolutions – The authorizations may only be implemented w
Slide 91: Eighteenth resolution
Eigthteenth resolution Renewal of delegation of authority to the Board of Directors to issue shares by capitalizing premiums, reserves, earnings or other accounting items – The overall amount that may be capitalized shall be in addition to the aggregate ceiling of €265 million – Authorized period:
Slide 92: Nineteenth resolution
Nineteenth resolution Renewal of authorization granted to the Board of Directors to reduce the share capital by cancellation of treasury shares – Limit: 10 % of the share capital per 24 month period – Authorized period: 26 months EGM 92
Slide 93: Twentieth resolution
Twentieth resolution Authorization granted to the Board of Directors to award bonus shares to (i) all employees and/or executive corporate officers of the Group (excluding executive corporate officers of the Company) and (ii) employees member of a GDF SUEZ international employee shareholding plan
Slide 94: Twenty-First resolution
Twenty-First resolution Authorization granted to the Board of Directors to award bonus shares to certain employees and/or executive corporate officers of the Group (excluding executive corporate officers of the Company) – Maximum amount: 0.5 % of the share capital as of the decision date (existing
Slide 95: Twenty-Second resolution
Twenthy-Second resolution Loyalty dividend – 10% dividend increase for any shareholder who, at the end of a fiscal year, can show proof that he has been a registered shareholder for at least two continuous years prior to the ex-dividend date for that year. – Modify Article 26 of the bylaws accordi
Slide 96: Twenty-Third resolution
Twenty-Third resolution Powers for formalities – Powers to implement the resolutions adopted by the General Shareholders’ Meeting and to perform the related formalities EGM 96
Slide 97: Twenty-Fourth resolution
Twenty-Fourth resolution Consultation on the elements of the compensation due or awarded to Gérard Mestrallet, Chairman and Chief Executive Officer, for fiscal year 2013 – Shareholders are requested to cast a favorable consultative vote on the elements of the compensation due or awarded to Gérard
Slide 98: Twenty-Fifth resolution
Twenty-Fifth resolution Consultation on the elements of the compensation due or awarded to Jean-François Cirelli, Vice-Chairman and President, for fiscal year 2013 – Shareholders are requested to cast a favorable consultative vote on the elements of the compensation due or awarded to Jean-François
Slide 99: 2014 Shareholder's Meeting
2014 Shareholder’s Meeting