2020 Annual Shareholders' Meeting - Nexans

Paris, May 13, 2020

2020 Annual Shareholders’ Meeting

Agenda

1

2

3

4

5

6

7

2019 Highlights

Presentation of the resolutions

Auditors’ reports

Main Achievements

Full-Year Financials

Appointments, Compensation and Corporate Governance Committee

Renewal and appointment of members of the Boardof Directors

Q1 2020 Sales

2 I 2020 Annual Shareholders' Meeting

8

9

Nexans managing the Covid-19 situation

Thematic presentation : Leading the energy transition

Leveraging on more than a century of experience, this is Nexans living History


Christopher GUÉRIN

CEO

MANAGING THE COVID-19 SITUATION

01

Main HighlightsCrisis Management under unprecedented Outbreak

The Executive committee of Nexans and all the company turned into crisis mode since mid-February. To set a mitigation plan, we have leveraged on the daily monitoring done with our Chinese team since the January 15th.

Workforce protectionSupply chain & operation

stabilizationCustomer engagement

Financial stress test, liquidity & financial

modelization

External stakeholders & hardwire flows with Board

of Directors

1 2 3

4 5

Covid-19 : Nexans Crisis Nerve Center

| 2020 Guidance suspended| Proposed dividend of 0.40 euro per share for the 2019 financial year withdrawn| Premium of 750 euros per month for frontline workers in certain European plants | Management of the group has cut its pay for social cohesion

Financials

| 26 employees tested positive out of total 26,000| 1 Million masks and gloves sent to our units| 300,000 masks and gloves given to local hospitals| 50 to 100 actions per units to protect our teams| None of 900 Chinese employees have been contaminated

Safety & Health

| 90% of units running from 50 to 90% load in full adequation with customer demand| No raw materials shortage or supply chain disruption | Agreement with unions in all countries| No line disruption due to Covid-19| Nexans in China load utilization ratio 90% end of April

Operations

2020 Annual Shareholders' Meeting5 I

6 I

Nexans teams' commitment to business continuity

and supporting communities


SOLIDARITY

7 I




PRODUCTION

8 I




DECONTAINMENT

PREMISES FULLY READY TO WELCOME THE TEAMS

01 02 03 04 05 06

HIGHLIGHTS02

Christopher GUÉRIN

CEO

Nexans in 2019 – Restored Trust

A new & compelling Industrial Ambition 2019-21

A move to Energy Transition and Renewableswith tangible achievements Record backlog(*), long-term contract signed with Ørsted

A new Operating Model focused on Cash Generation supported by SHIFT proprietary method

A change of culture and mindset with united teams determined to build the New Nexans

Unprecedented efforts over the last 18 months to reinforce our Fundamentals while managing risks effectively

Nexans committed to be Carbon Neutral by 2030

4

5

6

1

2

3

(*) Adjusted subsea backlog of €1.8 Bn at December 2019 including contracts secured and not yet enforced


BUILDING & TERRITORIES

TELECOM& DATA

Sound momentum both in Europe and South America

EBITDA at 155 M€ (+27%(*)) versus 120 M€ in 2018

Upturn for Special Telecom and LAN business


11 I

Financial Performance: Double Digit EBITDA Growth across

all Businesses

(*) At comparable data, excluding IFRS 16 impact in 2019

INDUSTRY & SOLUTIONS

Improved profitability in North America and China


HIGH VOLTAGE

& PROJECTS

Solid performance in Subsea and recoveryunderway in Land


2020 Annual Shareholders' Meeting

375411

325

413

20192016 20182017

EBITDA413 M€ in 2019

11.1%

12.5%

9.0%

11.1%

2018 20192016 2017

(32)

(83)

54

25

2016 2017 2018 2019

ROCE**11.1% in 2019

FREE CASH FLOW+25 M€ in 2019

2019 Key Milestones ReachedNew Nexans Plan on Track

(*) Including IFRS 16 impact of 29 M€ in EBITDA and FCF, -0,5% on ROCE (**) 12 months Operating Margin on end of period Capital Employed, excluding antitrust provision

(*)

(*)

(*)


o Nexans has successfully manufactured and installed the interconnection between Germany and Norway to exchange green energies (solar/wind and hydropower)

o Nexans designed, manufactured and installed between 2015 and 2019 six 525 kV mass-impregnated (MI) high voltage direct current (HVDC) interconnector cables with a total length of 735 km

o Project completed on-time, including the final test which was ahead of schedule August 2019

o Skagerrak laid 6 cables on the seabed and 4 in-line joints

NordLink in a nutshell• Client: Statnett, TenneT and the German promotional bank KfW

• Facility: Halden, Norway• Contract value for Nexans: 500 M€

NORDLINK Project: A Major Step in the Energy TransitionNordlink is now providing Green Energy for millions of households in Germany and Norway


High Voltage & ProjectsBuilding a Resilient Business Portfolio – 1,8 Bn€ Backlog

14 I

2019 2020 2021

o NordLink

o North Sea Link

o Mindanao Vizayas

o Mallorca

Menorca

o Lavrion Syros

o Fensforden

o East Anglia 01

o Hornsea 2

o North Sea Link

o Mindanao Vizayas

o Mallorca

Menorca

o Lavrion Syros

o Hornsea 2

o Dolwin 6

o Balsfjord

o North Sea Link

o Dolwin 6

Nexans subsea projects under execution

Preparing for next deals to come, with robust pipeline ahead

A selection future subsea interconnection projects

Our capacity / load ratio on Subsea cables

0% 30% 60% 90% 0% 30% 60% 90%0% 30% 60% 90%

New Subsea capacity

in Charleston US

> €15 Bn€(**)

total projectpipeline

Backlog(*) of 1,8 Bn€ and above 90% load ratio for 2020-2021

(*) Adjusted subsea backlog including contracts secured and not yet enforced

(**) Subsea/land interconnectors & offshore wind contracts to be attributed by 2024

o Seagreen o Seagreen

o Ørsted

Plant conversion


MAIN

ACHIEVEMENTSChristopher GUÉRIN

CEO

03

Cost Reduction PlanRestructuring on Track, Leaner Organization in Place

Fixed costs reduction & reorganization (120 M€)o LAND HV: Hanover plant closure

on-goingo Complete resizing of the organization by

focusing on core Business Groupso A leaner and cost effective organization,

rationalization of Top management layers

Indirect spend reduction (30 M€)o All pockets of indirect spend have been

rethought and reduced

Productivity (60 M€) & Capex Re-engineeringo Margin improvement through cost

reallocation, manufacturing variances improvement, redesign to cost and employee productivity

0%

0%

0%

0%

A1- Restructuring

project

A3- Manufacturing &

OWC performance

A4- Capex

reengineering

A2- Indirect Cost

reduction

Progress vs. 2019 ambition

75

135

2019 Actual

EBITDA Growth

210In Million Euros

To be

achieved by

end-2021

Cost reduction financial

Savings 2019

Restructuring implementation in Europe started in September 2019. We reached 75M€ cost reduction

BY 2021 WE WILL ACHIEVE 210M€ of Cost savingsIn parallel we will reorganize the Group in a leaner way, re -engineer our Capex policy, and resize Headquarters.


Transformation PlanGreat Progress in B&T/ISP thanks to a Successful SHIFT Deployment

17 I

2019 TURN-OVER PORTFOLIO EVOLUTIONB&T Stronger improvement (conversion of Transformation candidates to Profit drivers) / High voltage transformation (Land) is s l ightly late. Industry is ahead of schedule.

FY 18

FY 19

Target 21

Building &

Territories

High Voltage

& Projects

Telecom

& Data

Industry &

Solutions

1 2 3

FY 18

FY 19

Target 21

FY 18

Target 21

FY 19

Target 21

FY 18

FY 19

Value BurnersProfit drivers and Profitable Cash tanks

Transformation candidates and Cash tanks

EBITDA Growth for units under the

Subsea

Land

60

EBITDA Growth

402019 Actual

100

NEXANS BUSINESS UNIT PORTFOLIO ANALYSISA granular v iew

BY 2021 WE TARGET A COMPLETE TURNAROUND OF VALUE BURNERS, & CONVERSION TO PROFIT DRIVERS

In Million Euros

SHIFT Program supervision in 2019 (B&T– ISP): +40M€ Organic growth of the

per imeter ( -1%)

To be

achieved by

end-2021


CSR Performance


Rating agency Rating Benchmark

B

73%

BBB

74%

A-

Prime Status

4th out of 133 in the Electronic components sector

Recognized as a global leader in climate action

No. 1 among market cap peers

9th out of 43 in the Electrical Equipment sector

12th out of 32 in the Electrical equipment sector

Among the Top 1% of the companies assessed

042019 FINANCIALS

Jean-Christophe

JUILLARD

CFO

Key figures

In M€ 2018(**) 2019

Sales at current metal prices 6,490 6,735

Sales at constant metal prices 4,409 4,605

Organic growth -0.8% 4.5%

Margin on variable costs 1,363 1,419

Margin rate(*) 30.9% 30.8%

Indirect costs (1,038) (1,007)

EBITDA 325 413

EBITDA rate(*) 7.4% 9.0%

Operating margin 188 249

Operating Margin rate(*) 4.3% 5.4%

EBITDA evolution in M€

20 I

Solid Performance across all Businesses

o EBITDA rate up +100 bps(**) vs 2018 on a comparable basis boosted

by all businesses

2018 2019Cable Copper &

MetallurgyHV & P

30.9%30.8%

0.6%

(0.1)%

Margin rate(*) evolution in %

(*) Margin on Sales at constant metal prices (**) Excluding IFRS 16 (in 2019, +29 M€ on EBITDA)

(0.7)%


44

33

3629

Inflation

(26)

FX & Scope

IFRS 16B&T2018

(3)

(36)

I&S

413

11

T&D HV&P Other 2019

325

+124 M€

**

2019 EBITDA Improved by +18%(*) vs. 2018

ConjuncturalGrowth

PCS & labor

inflation

IFRS 162018One-offs

Cost reduction initiatives

FX & Scope

2018(excl. IFRS 16)

21 I

325

(3)

(61)

(32)

75

12

40

28

29

413+18%(*)

2019

384

2019(excl. IFRS 16)

Profit drivers Cash tanks Value Burners

Value Growth

Initiatives

Transformation Plan SHIFT

(*) At comparable data, excluding IFRS 16 impact in 2019


Key figures From Operating Margin to Operating Income

In M€ 2018 2019

Operating margin 188 249

Reorganization costs (53) (251)

Other costs (23) (9)

Operating income 112 (11)

Financial charge (56) (63)

Income before tax 56 (73)

Income tax (44) (44)

Net income from operations 13 (118)

22 I

Net Income Impacted by Reorganization Costs

Othercosts

Operating margin

Other reorganization

costs

Operating income

New Nexans reorganization

costs

249

(11)

(201)

(50) (9)

(251) M€

reorganization

costs

In M€ 2018 2019

Other costs (23) (9)

Core exposure impact (15) (11)

Net asset Impairment (44) 13

Antitrust investigation (1) (19)

Proceeds from disposals 44 7

Others (7) 0

Breakdown of other costs


Net Debt last 12 month evolution in M€

Change in Working Capital

IFRS 16 Net debtDec. 19

Reorganization cash-out

CAPEXCash from operations

Net debtDec. 18

(excl. IFRS 16)

Financial interest

Stable Net Debt

(*) Including IFRS 16 impact of 29 M€ (**) Disposal of assets and other investing (***) Dividend payments (15 M€) and other equity operation

23 I

330

471

(129) 140

353 (238)

(47)

75

9 140

Dividend & others(***)

331

Net debtDec. 19

(excl. IFRS 16)

FCF generation: +25 M€(*)

(27)

Other investing(**)


Strong Operating Working Capital Improvement

Evolution of OWC (excl. High Voltage & Project activities) OWC 12 month evolution

Dec. 2019

11.9%

Dec. 2017

14.5%(*)

Dec. 2018

12.6%

Operating

Working

Capital

o More favorable cash curve position in Subsea High Voltage despite consumption of down payments received over Q4'18

o Decrease of OWC in Cables coming from SHIFT initiatives and overdue reductions

(*) December 2017 restated to exclude Special Telecom Operating Working Capital (**) Operating Working Capital / (Q4 Sales at actual metal price x 4)

Dec. 2018 Submarine High

Voltage

Land High

Voltage

Cables Dec. 2019

24 I

OWC/Sales(**)

(53 M€) cash improvement


Solid ROCE Improvement

ROCE(*) 12 month evolution (in %)

FX & Scope Operating Margin Capital Employed ROCE

Dec. 2019

(*) 12-month Operating Margin on end of period Capital Employed, excluding antitrust provision

25 I

IFRS 16

9.0%

11.1%11.6%

2.9%

(0.2)%

(0.1)% (0.5)%

ROCE

Dec. 2019

(excl. IFRS 16)

ROCE

Dec. 2018

(excl. IFRS 16)


Interest Charge over EBITDA

Sound Balance Sheet

(*) Including IFRS 16 in December 2019 (**) Average of last two published net debt / LTM EBITDA

Net Debt and Gearing ratios

Leverage ratios

Dec 2019

14%

Dec 2018

14%

Dec 2017

9%

38%23% 24%

0.9x

1.4x

Interest Charge

Interest / EBITDA(*)

Net Debt

Leverage(**)

Covenant @ 3.2 X EBITDA(*)

Net Debt

Gearing

Covenant @120%(*)

o S&P rating: BB negative outlook

26 I

1.3x

Balance Sheet

In M€ 2018 2019

Fixed assets and other non-current assetsOf which goodwill

1,608243

1,878242

Deferred tax assets 162 175

Non-current assets 1,770 2,053

Working Capital 556 465

Total to finance 2,327 2,518

Net financial debt 330 471

Reserves

Of which: - restructuring

- pension & jubilee

51034

363

671159373

Deferred tax liabilities 109 118

Derivative liability non-current 11 7

Shareholders’ equity and minority interests 1,367 1,251

Total financing 2,327 2,518

Dec 2019Dec 2018Dec 2017

Dec 2019Dec 2018Dec 2017


Nexans SA Financial Statements – Key Figures

27 I 2020 Annual Shareholders’ Meeting

In M€ 2018 2019

Operating Income / (loss) (18) (36)

Non operating 24 59

o/w Financial income / (loss) 27 58

o/w Non-recurring / (loss) (4) 1

Net income 6 23

Share capital 43 43

Total Equity 1,831 1,841

Financial Debt 1,065 819

Total consolidated assets 3,032 2,812

Q1 2020 SALES

05

Stable Group salesIn unprecedented crisis

Quarterly Sales

In M€ Q1 2019 Q1-2020Organic Growth

Building & Territories 671 645 -5.5%

Industry & Solutions 344 332 -6.0%

Telecom & Data 145 114 -10.0%

High Voltage & Projects 134 193 +55.8%

Other Activities 292 285 +0.3%

Sales(at constant metal prices)€5,000/t)

1,587 1,569 -0.1%

Building & Territoiries

• Building impacted by slowdown in China, North America and Middle East

• Territories sales slowdown in South America and Middle-East

Industry & Solutions

• Significant impact in March on Aerospace and Automation

• Wind Turbine sales growing mainly with Vestas in Nordic region

• Automotive Harnesses strongly impacted in Europe

Telecom & Data

• LAN cable impacted by Covid-19 in China and Europe starting mid-March

• Sharp decline of Fiber cable sales in Europe in March

High Voltage & Projects

• Strong Q1 Subsea sales backed by record high backlog

• Flawless subsea installation• Land HV reorganization completed

In a nutshell:

o Q1 2020 sales at 1.6 Billion euros at constant metal prices, stable vs. Q1 2019

o COVID Impact on all activities except High Voltage from mid-March onwards

o High order backlog for subsea High Voltage (€1.6 billion)

o 2020 forecasts suspended on 24 March until conditions related to the pandemic

improve

2020 Annual Shareholders’ Meeting29 I

Strong liquidity to cope with adversity

(1) Prêt Garanti par l’État

| Current Sources at March 311,030 M€

| Stress Sources930 M€

| Mitigation1,275 M€

Financement cuivre • Limited use at March 30th

• Potential updaode

Financials

Covenants • Significant headroom on

leverage and gearing

100 65

280

(1) Prêt Garanti par l’État / State-guaranteed loan

(1)March 31,

2020

Vendor Financing

PGEStress Scenario

Mitigation

1,030

1,275

930Cash

disponible432

RéservelignesRCF 600

Central creditfacility

In million Euros


LEADING THE ENERGY TRANSITION

06Ragnhild KATTELAND

EVP Subsea and Land Systems Business Group

INTRODUCTION

32 I

Photo

Ragnhild Katteland

EXECUTIVE VICE PRESIDENT,

SUBSEA & LAND SYSTEMS BUSINESS GROUP

• Ragnhild Katteland has Norwegian nationality and is based in Oslo, Norway.

• She has held various management positions in Engineering, Sales, Purchasing

and Projects Management since she joined Nexans (previously Alcatel) in

1993.

• In 2011 she was appointed Project Director for Submarine High Voltage

Business Line, and since then, has held Vice President roles in Subsea Energy

Systems Business Line and in Subsea & Land Systems Business Group.

• Since Sept 2019 she has been the CEO of Nexans Norway and since January

2020 Executive Vice President of Subsea and Land Systems Business Group.


33 I

Zoom on North Sea LinkRenewable energy exchange between Norway and The United kingdom


Benefits:

• Strengthen security of electricity supply in

Norway and the United Kingdom.

• More effective integration of renewable energy in

both countries’ networks.

Key figures about The North Sea Link project:

• Length: Approx. 700 km

• Voltage: 525 kV

• Capacity: 1,400 MW

• Location: The cable is planned between Kvilldal in

Norway and Blyth in the UK

• Expected completion: 2021

Current status:

• The Group’s operations are progressing in line with

the project schedules. The teams are mobilized on

site in Norway and preparing for both land cable

installation, laying of a subsea cable down to 200m in

the Suldal lake, as well as subsea cable laying

starting in Hylsfjorden towards the UK.

34 I

All blocks assembled for Nexans Aurora


All the grand blocks for the

Cable Laying Vessel (CLV)

‘Nexans Aurora’ have been

assembled at the hull yard,

CRIST, Poland.

Next steps include steel work,

outfitting and paint work

before the hull will be towed

to Ulstein Verft, Norway, end

of May for finalizing, and

delivery expected as planned

Q2 2021.

Aurora in few figures :

- length of 149.9m

- beam of 31m

- 10,000t split turntable with

dual product lay lines.

35 I

Update on Charleston plant


On April 17th the manufacturing of

North-Americas first high voltage

submarine cable started in Nexans new

plant in Charleston, South Carolina.

Despite the huge challenges due to

Covid-19, the Charleston team was able

to start the conductor stranding for

Seagreen Offshore Windfarm Project

in Ireland.

APPOINTMENTS, COMPENSATION

AND CORPORATE GOVERNANCE COMMITTEE

07Anne Lebel, Lead Independent DirectorChairwoman of the Appointments, Compensation and

Corporate Governance Committee

Appointments, Compensation and Corporate Governance Committee composition until May 13, 2020

37 I

Photo

Francisco PérezColette Lewiner*

60%

Independent directors Meetings in 2019 Attendance

5 88%

*indépendant

Anne-Sophie HérelleBpifrance Participations

Anne Lebel*

Chairwomen

Photo

Fanny Letier*

Assemblée Générale Annuelle 2020

Committee replaced by two separate committees as of today -Composition subject to the approval of resolutions 5 and 6

2020 Shareholders’ Meeting38 I

Appointments and Corporate Governance

Committee

Anne Lebel* (Chairwoman)

Jane Basson*

Anne-Sophie Hérelle

Sylvie Jéhanno*

Francisco Pérez

Compensation Committee

Anne Lebel* (Chairwoman)

Angéline Afanoukoé**

Jane Basson*

Anne-Sophie Hérelle

Sylvie Jéhanno*

Francisco Pérez*independent

** representing

employees

Main duties and work of the Committee in 2019


▪ Preparation of the evolution of the governing bodies and the Board

▪ Examination of the components of the compensation of executive directors and

directors

▪ Follow-up of all corporate governance issues

Main duties

▪ Selection and proposals for appointments, in particular of the Chairman and

directors, and succession plans

▪ Proposals relating to the determination of the compensation and benefits of the

Chairman of the Board, the Chief Executive Officer and the Directors

▪ Proposed long-term compensation plan

▪ Qualification of the independence of the members of the Board of Directors

▪ Evaluation of the work and operation of the Board and its Committees

2019 works

Directors’ independence


▪ Compliance with the AFEP-MEDEF Code: 63.6% of independent

directors

▪ Full transparency on independence criteria

▪ Independent Chairman

▪ Lead Independent Director

▪ Well-balanced powers within the Board:

✓Separation of the functions of Chairman and Chief Executive Officer

✓Strategic decisions (projects > €50 million) submitted to the Board for approval

✓Stakeholder representation: employees, employee shareholders and two

shareholders

Chairman

Lead Independent

Director

Chief Executive

Officer

Presentation of resolutions instructed by the Committee


1. Directors' terms of office

2. Remuneration of corporate officers and directors for the year 2019

3. Remuneration policy for corporate officers and directors for 2020

4. Long-term compensation policy for 2021

5. Amendments to the Company bylaws

1. Presentation of candidates to the Board of Directors


Photo

Kathleen Wantz-

O’Rourke

Renewal• First elected as a director: May 12th, 2016

• Expertise/Experience :

o Chairman of the Management Board & Group Executive Director Finance & Legal, Keolis Group

o Kathleen Wantz-O ’Rourke was appointed Keolis Group Executive Director Finance & Legal in

April 2018. On November 1, 2019, Kathleen was also appointed interim Chairman of the Keolis

Group, pending the arrival of the new Chairman of the Management Board and after Jean-Pierre

Farandou left to take up an appointment at SNCF. Before joining Keolis, she was Group Senior

Vice-President Operations & Performance at AKKA Technologies and between 2012 and 2016,

she was Group Performance & Transformation and Corporate Finance Director at Engie.

Between 1984 and 2012, she held various positions within the Siemens group, in finance,

business development and general management in large regional companies.

• Directorships and other positions :

o Chairman of the Management Board, Keolis Group SAS

o Chief Executive Officer, Keolis SA

o Member of the Board of Directors of the Trust Management Institute (TMI)

o Positions held within the Keolis Group: director of Transpole and the following Australian

companies: Keolis Downer Pty Ltd, KDR Gold Coast Pty Ltd*, and KDR Victoria Pty.

• Qualification in terms of independence :

o Independent director

• Committee membership :

o Chairwoman of the Accounts, Audit and Risk Committee

Resolution 4



• First elected as a director: May 12th, 2016


o Industry & Solutions Europe Customer Service Manager for EPCs and Operators at Nexans

o Marie-Cécile de Fougières began her career in 1996 in the logistics department of a leading sports

retailer. In 1999, she joined the Nexans Group where she has held both on-site operations positions

as well as corporate head-office posts in management control/finance, IT, project management, and

logistics and supply chain management, both in France and abroad. After helping the project

managers implement the Group’s strategic transformation projects, she was appointed as Industry &

Solutions Europe Customer Service Manager EPCs and Operators on February 1, 2018. She holds a

Master’s in Fundamental Physics and is also a graduate from Lyon Management School where she

studied financial and management control for the industrial sector – a program that was run in

conjunction with the École Centrale de Lyon.

• Directorships and other positions :

o Chair of the Supervisory Board of FCPE Nexans Plus 2014 (corporate mutual fund)

o Member of the Supervisory Board of FCPE Nexans Plus 2016 (corporate mutual fund)


o Non independent director representing employees shareholders holding 4,48% of Nexans share

capital

Resolution 19

Photo

Marie-Cécile de

Fougières

Renewal



• Censor since February 19th, 2020


o Chief of Staff to the Chief Operating Officer of Airbus and Head of People Empowerment in Operations.

She also chairs Balance for Business, a 10,000 strong employee-led inclusion and diversity platform at

Airbus.

o Jane Jane worked for various law firms and the Business and Industry Advisory Committee to the

OECD in Paris before joining Airbus in 2000. She held various roles in Corporate Communications

before being appointed Vice President Internal Communications in 2003. In 2008 she joined Human

Resources to develop a culture change programme in support of the company’s business

transformation strategy Power8 and was appointed Senior Vice President Leadership Development &

Culture Change for the Group in June 2012 when she set up the Airbus Leadership University. From

2016 to 2019 she became Chief of Staff to the CEO. Jane has a degree in International

Communications, Journalism and Business Administration. Originally South African, Jane (51) has

French nationality and lives in Toulouse, France with her husband and daughter.



Resolution 5

Photo

Jane Basson

Appointment



• Censor since March 6th, 2020


o Chief Executive Officer of Dalkia

o After being appointed Chief Executive Officer of Dalkia in January 2017, Sylvie Jéhanno has been

appointed Chairwoman and Chief Executive Officer in January 2018. Dalkia, a leader in energy

services with the development of local renewable energies and energy efficiency, is a subsidiary of

the EDF Group. She began her career at EDF as manager of an operations unit. She then became

manager of a customer relations center and, after that, of a marketing team in charge of preparing the

deregulation of energy markets. In 2005, she was appointed B2B Marketing Director before taking

charge of EDF’s Key Accounts Department in 2007. From the end of 2011 to the end of 2016, she

was EDF’s Director of Residential Customers Division and led the SOWEE innovation project. Sylvie

Jéhanno is a graduate of École Polytechnique and École des Mines de Paris. She is Vice

Chairwoman of the National Strategic Committee for the «New Energy Systems» industries.



Resolution 6

Photo

Sylvie Jéhanno

Appointment

2. Compensation of corporate officers and directors for the year 2019


Resolution 7

Items paid during fiscal year 2019 or allocated for fiscal year 2019 to corporate officers, i.e.:

Chairman of the Board of Directors Resolutions 8 and 9

Chief Executive Officer Resolution 10

Directors € 549,014

G. Chodron de Courcel €0

J. Mouton €6,205

A. Afanoukoé €0

C. Duval €34,808

MC de Fougières €0

M. Grynberg €46,000

V. Guillot-Pelpel (3) €22,773

O. Hasbún €52,000

AS. Hérelle (Bpifrance Part.) €41,227

A. Lebel €64,000

F. Letier €46,000

C. Lewiner €52,000

A. Luksic Craig €19,000

F. Pérez €67,000

H. Porte €46,000

K. Wantz-O'Rourke €52,000

Exhaustive presentation of the items of compensation in the 2019 Universal Registration Document (p. 71 to 80)

2. 2019 Compensation of Georges Chodron de Courcel,Chairman of the Board of Directors until May 15, 2019


Resolution 8

Items paid during fiscal year 2019 or granted for fiscal year 2019 to Georges Chodron de Courcel,

Chairman of the Board of Directors until May 15th, 2019, unchanged since 2016:

Fixed compensation € 92,628

Compensation as Director € 0

Benefits-in-kind € 0

As a reminder, the Chairman of the Board does not receive any additional amount in compensation as

Director, nor is he entitled to any variable or long-term compensation or to any benefits-in-kind.

2. 2019 Compensation of Jean Mouton,Chairman of the Board of Directors since May 15, 2019


Resolution 9

Items paid during fiscal year 2019 or granted for fiscal year 2019 to Jean Mouton, Chairman of the

Board of Directors since May 15th, 2019:

Fixed compensation €157,051

Compensation as Director € 0

Compensation as Censor (before May 15th, 2019) € 6,205

Benefits-in-kind € 0

As a reminder, the Chairman of the Board does not receive any additional amount in compensation as

Director, nor is he entitled to any variable or long-term compensation or to any benefits-in-kind.

2. Compensation payable for 2019 to Christopher Guérin


Resolution 10

2019 Fixed compensation € 600,272

Variable annual compensation for 2019 to be paid in 2020(60% of collective objectives and 40% of individual objectives)

€ 776,400

Variable annual compensation for 2018 paid in 2019(60% of collective objectives and 40% of individual objectives)

€162,462

Performance shares granted in 2019(Valued at the time of grant in 2019)

28,000 shares

valued at € 517,300

Benefits-in-kind € 3,985

Items paid during fiscal year 2019 or granted for fiscal year 2019 :

Other commitments given:

• Contribution pension plan: premium of € 240,000

• Termination indemnity and non-compete indemnity (threshold of 2 years of fixed and variable compensation)

• Welfare plan

• Unemployment insurance plan: premium of € 11,093

3. Compensation policy for corporate officers for 2020


Resolution 12

Principles Directors Chairman of the Board Chief Executive Officer

Compliance Fixed compensation

Variable compensation related

to attendance at Board and

Committee meetings

Fixed compensation Fixed compensation

Short-term variable compensation

Long-term compensation

(performance shares)

Commitments

Comparability With a sample of comparable companies from the SBF 120

Performance Non applicable Non applicable Link between compensation and

performance

Financial and non-financial criteria

Collective and individual objectives

Resolution 13

Exhaustive presentation of the items of the remuneration policy in the 2019 Universal Registration

Document (p. 66 to 70)

Resolution 11

3. Compensation policy for corporate officers and directors for 2020


In the context of the Covid-19 outbreak:

▪ Reduction of 30% of the compensation of the Chief Executive Officer, the Chairman of the Board of Directors,

the Directors and the Censors for April and May 2020

▪ Reduction of 15% of the compensation of the other members of the Executive Committee for April and May

2020 and asked the top managers of the Group to make the same effort on a voluntary basis

▪ Clause allowing for the adaptation of the compensation policy in the event of an exceptional event, within the

strict limits provided for by the provisions of the PACTE law (temporary derogation, in line with the corporate

interest and necessary to guarantee the Company continuity or viability)


4. Long-term compensation policy

2021

Resolution

16

Resolution

17

• 300,000 performance shares for the Group's senior managers, including the Chief

Executive Officer

• Vesting period of 4 years

• Three performance conditions to be set by the Board of Directors:

• Stock market performance condition (TSR)

• Economic

• CSR

• 50,000 free shares for high-potential employees or those who have made an

exceptional contribution

• Vesting period of 4 years

Expected granting date : March 2021

5. Amendments to the Company bylaws


Resolutions

18 & 20 to 23

▪ This is dummy text its not here to be read

Resolution 18: Procedure for appointing

the director representing employee

shareholders (election)

Resolution 20: Threshold for the

appointment of the director

representing employees (decrease

from 12 to 8)

Resolution 21: Compensation of

directors and censors (deletion of the

term "directors' fees")

This is dummy text its not here to be read

Resolution 22: Option for the Board of

Directors to adopt a limited number of

decisions by written consultation of its

members: convening of General

Meetings, authorization of sureties,

endorsements and guarantees and

amendments to the bylaws to

comply with legal and regulatory

provisions

Resolution 23: Amendment of the

statutory age limit for the Chairman of

the Board of Directors from 68 to 72

years old

By-laws

Compliance

with the

French

PACTE Law

Additional

flexibility

REPORTS OF STATUTORY AUDITORS

08Isabelle Sapet, MazarsEdouard Demarcq, PricewaterhouseCoopers Audit

2020 Shareholders’ Meeting

Reports of Statutory Auditors

▪ 3 reports for the Ordinary General Meeting

• Reports on the consolidated financial statements (pages 241 to 245 of the Universal Registration Document) and the corporate financial statements (pages 264 to 267 of the Universal Registration Document)

• Report on related-party agreements and commitments (pages 292 to 293 of the Universal Registration Document)

▪ 3 reports for the Extraordinary General Meeting

• Report on the share capital reduction (resolution 15)

• Reports on the grant of performance shares and free shares (resolutions 16 and 17)

55 I 2020 Shareholders’ Meeting


▪ 2019 consolidated financial statements

• We certified that the consolidated financial statements are fair and straightforward and give a true and fair view

of the results, financial position and assets of the entity constituted by the entities included in the consolidation.

• We have identified the following key audit matters :

• Accounting of contracts for goods and services

• Antitrust investigations and disputes

• Measurement of goodwill, property, plant, equipment and intangible assets

• Measurement of deferred tax assets

• An observation on the Notes 1.A and 3 to the consolidated financial statements which set out the impact of

changes in accounting methods relating to the first-time adoption of IFRS 16 "Leases" and IFRIC 23 "Uncertain

Tax Positions".

• We have no matters to report on the information given in the Group's management report.

• We certify the presence of the non-financial performance statement.



▪ 2019 Corporate financial statements

• We certify that the 2019 corporate financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at the end of the year and of the results of its operations for the year ended in accordance with French accounting principles.

• The key audit matters we have identified are:

• Valuation of shares in subsidiaries and affiliates

• Antitrust investigations and disputes

• We have no comments to make on the management report, on the information on payment terms and on the corporate governance report.

• We certify the accuracy and fairness of the information provided in accordance with the provisions of the French Commercial Code on the compensation and benefits paid to corporate officers and on the commitments made in their favour.



▪ Related-party agreements and commitments

• No new related-party agreement or commitment approved in 2019

• Related-party agreements and commitments approved in prior years and pursued in 2019 :

• Execution of the Invexans commitment letter

• Amendment to the revolving credit facility with banks including Natixis

• Placement agent agreement for a negotiable commercial paper financing program with Natixis



▪ On the share capital reduction (resolution 15)

▪ On the grant of performance shares and free shares (resolutions 16 and 17)

▪ We have no comment on the terms and conditions of the proposed transactions.


Questions & Answers

PRESENTATION OF THE RESOLUTIONS

09Nino Cusimano, Senior Corporate Vice President, General Counsel & Secretary General

Ordinary Shareholders’ Meeting

62 I 2020 Annual Shareholders’ Meeting

Number Resolution Result Votes

1 Approval of the 2019 Nexans financial statements Approved

For : 99.99%

Against : 0.01%

Abstention : 0.00%

2 Approval of the 2019 consolidated financial statements Approved

For : 99.99%

Against : 0.01%

Abstention : 0.00%

3 Allocation of the 2019 Nexans income Approved

For : 99.98%

Against : 0.02%

Abstention : 0.00%

4 Renewal of the term of office of Kathleen Wantz-O’Rourke as Director Approved

For : 99.53%

Against : 0.47%

Abstention : 0.00%

5 Appointment of Jane Basson as Director Approved

For : 99.97%

Against : 0.03%

Abstention : 0.00%

6 Appointment of Sylvie Jéhanno as Director Approved

For : 99.97%

Against : 0.03%

Abstention : 0.00%

7Approval of the information relating to the compensation of Nexans Directors and Executive

Directors for 2019Approved

For : 98.80%

Against : 1.20%

Abstention : 0.00%

Extraordinary Shareholders’ Meeting



82019 Compensation of Georges Chodron de Courcel, Chairman of the Board of Directors until May

15th, 2019Approved

For : 99.95%

Against : 0.05%

Abstention : 0.00%

9Approval of the 2019 Compensation of Jean Mouton, Chairman of the Board of Directors since May

15th, 2019Approved

For : 99.95%

Against : 0.05%

Abstention : 0.00%

10 Approval of the 2019 Compensation of Christopher Guérin Approved

For : 93.52%

Against : 6.48%

Abstention : 0.00%

11 Approval of the compensation policy for the Members of the Board of Directors for 2020 Approved

For : 99.94%

Against : 0.06%

Abstention : 0.00%

12 Approval of the compensation policy for the Chairman of the Board of Directors for 2020 Approved

For : 99.94%

Against : 0.06%

Abstention : 0.00%

13 Approval of the compensation policy for the Chief Executive Officer for 2020 Approved

For : 61.02%

Against : 38.98%

Abstention : 0.00%

14 Authorization to buy back Company shares Approved

For : 95.51%

Against : 4.49%

Abstention : 0.00%




15 Authorization to reduce the Company's share capital via the cancellation of its own shares Approved

For : 96.84%

Against : 3.16%

Abstention : 0.00%

16Authorization to grant performance shares in 2021 in an amount not to exceed 300,000 shares

Approved

For : 93.99%

Against : 6.01%

Abstention : 0.00%

17 Authorization to grant free shares in 2021 in an amount not to exceed 50,000 shares Approved

For : 99.56%

Against : 0.44%

Abstention : 0.00%

18Amendment of Article 12bis of the Company’s bylaws: appointment of the director representing employee shareholders

Approved

For : 99.98%

Against : 0.02%

Abstention : 0.00%

19Renewal of Marie-Cécile de Fougières as Director representing the employee shareholders

for a one-year termApproved

For : 88.13%

Against : 11.87%

Abstention : 0.00%




20Amendment of Article 12ter of the Company’s bylaws by amending the thresholds relating to

the appointment of the director representing employeesApproved

For : 99.99%

Against : 0.01%

Abstention : 0.00%

21Amendment of Article 13 of the Company’s bylaws in order to allow the Board of Directors to

adopt certain decisions by written consultationApproved

For : 99.98%

Against : 0.02%

Abstention : 0.00%

22Amendment of Articles 15 and 18 of the Company’s bylaws regarding the directors’ and

censors’ compensation in order to remove the reference to directors’ feesApproved

For : 99.75%

Against : 0.25%

Abstention : 0.00%

23Amendment of Article 19 of the Company’s bylaws relating to the statutory age limit of the

Chairman of the Board of Directors to be set at 72 years oldApproved

For : 97.65%

Against : 2.35%

Abstention : 0.00%

Ordinary Shareholders’ Meeting



24 Powers to carry out formalities ApprovedFor : 99.99%

Against : 0.01%

Abstention : 0.00%

Paris, May 13, 2020


2020 Annual Shareholders' Meeting - Nexans

Documents