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Getlink — Shareholder Meeting (April 2019)

89 slides from Getlink's shareholder meeting presentation, Apr 18, 2019

  1. Slide 1: Combined General Meeting

    Combined General Meeting GETLINK SE 18 APRIL 2019 1

  2. Slide 2: Translation

    TRANSLATION COMBINED GENERAL MEETING OF GETLINK SE Dear Shareholders, Translation headsets are at your disposal at the entrance CHANNEL 1 to the meeting room so that you may follow all proceedings, either in French or in English. As presentations will be made CHANNEL 2 in French, priority for transl

  3. Slide 3: Combined General Meeting

    Combined General Meeting GETLINK SE 18 APRIL 2019 3

  4. Slide 4: Opening of the Combined General Meeting

    GETLINK SE 18 APRIL 2019 OPENING OF THE COMBINED GENERAL MEETING Jacques GOUNON – Chairman and Chief Executive Officer 4

  5. Slide 5: Order of Proceedings

    GETLINK SE ORDER OF PROCEEDINGS 10:00 Introduction 10:10 Presentations 11:00 Reports of the Statutory Auditors 11:10 Eurotunnel: video of customers’ experience 11:15 Questions & answers 11:45 Presentation and vote on resolutions 12:00 Close of the Meeting 12:00-12:45 Drinks followed by departure of

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

    LIST OF DOCUMENTS AVAILABLE TO SHAREHOLDERS 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 

  7. Slide 7: Resolutions for Decision by the Ordinary General Meeting (1/2)

    AGENDA OF THE ORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE ORDINARY GENERAL MEETING (1/2)  Board of Directors Management Report including the Board of Directors Report on Corporate Governance and the non-financial performance statement  Board of Directors’ Reports to the Ordinary Gener

  8. Slide 8: Resolutions for Decision by the Ordinary General Meeting (2/2)

    AGENDA OF THE ORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE ORDINARY GENERAL MEETING (2/2)  Acknowledgement of the end of the term as alternate Auditor of KPMG Audit IS SAS  Acknowledgement of the end of the term as alternate Auditor of Hervé Hélias  Approval of the remuneration due or

  9. Slide 9: Resolutions for Decision by the Extraordinary General Meeting (1/2)

    AGENDA OF THE EXTRAORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE EXTRAORDINARY GENERAL MEETING (1/2)  Board of Directors’ Report to the Extraordinary General Meeting  Statutory Auditors’ Reports  Renewal of the delegation of authority to the Board of Directors for 26 months to issue or

  10. Slide 10: Resolutions for Decision by the Extraordinary General Meeting (2/2)

    AGENDA OF THE EXTRAORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE EXTRAORDINARY GENERAL MEETING (2/2)  Authorisation granted to the Board for 18 months to reduce the capital by cancelling shares  Delegation of authority granted to the Board for 26 months to proceed with increases of capi

  11. Slide 11: Presentations to the General Meeting

    GETLINK SE 18 APRIL 2019 PRESENTATIONS TO THE GENERAL MEETING 11

  12. Slide 12: Summary of the Presentation

    SUMMARY OF THE PRESENTATION GENERAL MEETING OF GETLINK SE 2018 KEY 2018 FINANCIAL MESSAGES RESULTS GOVERNANCE OUTLOOK 1 2 3 4 François GAUTHEY Jacques GOUNON Deputy Chief Executive Director Chairman and Chief Executive Officer 12

  13. Slide 13: 2018 Key Messages

    1 2018 KEY MESSAGES François GAUTHEY – Deputy Chief Executive Officer 13

  14. Slide 14: 2018 Above Guidance

    2018 KEY FIGURES 2018 ABOVE GUIDANCE (4) Revenues EBITDA: (2) Free (3) €550M Net profit Dividend +5%(1) +9% to €569 M Cash Flow Green bond +21% to €130M €0.01 above to €1.079Bn(1) €8M above +7% to €252M guidance: guidance +20% to €0.36 (1) At 2018 exchange rate: £1 = €1.128 (2) +5% vs 2017 at consta

  15. Slide 15: Key Strengths for Future Growth: Experienced Management Team

    2018 KEY MESSAGES KEY STRENGTHS FOR FUTURE GROWTH COMEX: AN EXPERIENCED MANAGEMENT TEAM Jacques François Michel Claire Philippe Laurent Jo Patrick Pascal Steven GOUNON GAUTHEY BOUDOUSSIER PICCOLIN DE LAGUNE FOURTUNE WILLACY ETIENNE SAINSON MOORE Chairman Deputy Chief Company Chief Chief Commercial D

  16. Slide 16: Key Strengths for Future Growth: Technology and Digital Investments

    2018 KEY MESSAGES KEY STRENGTHS FOR FUTURE GROWTH  Real time information Technology and digital  CAFO truck transit time investments -3mn  Passenger Shuttle load factor Management execution +70bp  Truck Shuttle load factor Increase in productivity +120bp  Infrastructure availability 99.8% 16

  17. Slide 17: 2018 Financial Results

    2 2018 FINANCIAL RESULTS 17

  18. Slide 18: Record Profits on Every Business Line

    EUROTUNNEL IN 2018 RECORD PROFITS ON EVERY BUSINESS LINE 1 2 3 4 Record Shuttle Yield increase Record Eurostar Record EBITDA: traffic: above inflation traffic: €545M 1.7M trucks (i+150bp) 11M passengers (+5% vs 2017*) and 2.7M cars * At 2018 exchange rate of £1 = €1.128 18

  19. Slide 19: Trucks: Premium Service for a Modern Economy

    EUROTUNNEL IN 2018 TRUCKS: PREMIUM SERVICE FOR A MODERN ECONOMY TRUCK VOLUMES (In thousands) Vital link for +3.4% the modern economy: +4.4% p.a. e-commerce, just-in-time logistics, 1,693 fresh produce… 1,642 1,637 Customers are ready to pay a premium for a premium service 1,484 1,440 Growth of 2.2x

  20. Slide 20: Cars: Managing Capacity and Yield

    EUROTUNNEL IN 2018 CARS: MANAGING CAPACITY AND YIELD CAR VOLUMES (In thousands) Meeting customers’ expectations: +1.4% p.a. +2.5% speed, comfort, reliability, ease of use Excess demand on peak days promotes pricing power Premium tickets: 4.8% of traffic/11.3% of revenue 20

  21. Slide 21: High-Speed Trains: Serving Modern Travellers

    EUROTUNNEL IN 2018 HIGH-SPEED TRAINS: SERVING MODERN TRAVELLERS EUROSTAR PASSENGERS Double source of growth (Number of Eurostar passengers (‘000s) travelling through the Channel Tunnel) +1.6% p.a. +6.5% 1- Historic markets (c.+4.5% in 2018): Green transport Ease of use/Comfort 2- New markets: New ro

  22. Slide 22: Record Revenue and EBITDA

    EUROTUNNEL IN 2018 RECORD REVENUE AND EBITDA (1) In €M 2018 Change 2017 Revenue 958 +5% 910 +6% growth in Shuttle Services revenue, Shuttle Services 636 +6% 601 thanks to an increase in traffic and yield for Passenger Railway Network 306 +5% 291 and Truck Shuttles Other 16 -7% 18 +5% EBITDA despi

  23. Slide 23: Costs in Line with Quality of Service Strategy

    EUROTUNNEL IN 2018 COSTS IN LINE WITH QUALITY OF SERVICE STRATEGY €10M traffic related cost increase (operation and maintenance) 430 OPERATIONS STRATEGIC REGULATORY €6M on quality of service 410 3 3 6 410 413 (Flexiplus lounges and fluidity for trucks) 5 5 402 407 390 397 392 392 €3M Brexit cost: co

  24. Slide 24: Europorte: Profitable Growth

    EUROPORTE IN 2018 PROFITABLE GROWTH Only profitable rail freight In €M 2018 Change 2017 operator in France Revenue 121 +3% 118 Strong management achievements 21% increase in staff Operating costs -113 +1% -112 (1) allocation/productivity 26% increase in rolling stock productivity(1) EBITDA 8 +33% 6

  25. Slide 25: Net Profit Up 21%

    2018 FINANCIAL RESULTS NET PROFIT UP 21% (1) (2) In €M 2018 2017 Δ% 2018 vs 2017 Revenue 1,079 1,028 +5% Operating costs -510 -505 +1% (3) EBITDA 569 523 +9%  % of revenue 52.7% 50.9% +180bp Trading profit 395 371 +6% Net finance costs -269 -269 - Net consolidated profit from continuing 130 107 +21

  26. Slide 26: Free Cash Flow Up 7%

    2018 FINANCIAL RESULTS FREE CASH FLOW UP 7% €M Free cash flow(1): €252M (26) 3900 (199) 4052 4,078 (175) 3853 3600 3,733 (194) 3678 572 (75) 3300 3484 (248) 3000 of which €56M 2700 debt repayment (vs €26M in 2017) 2400 Net financial debt: €4,078M(2) Average cost of debt: 3.8%(3) (1) FCF excluding El

  27. Slide 27: Excellent Performance in the 1st Quarter of 2019

    GETLINK EXCELLENT PERFORMANCE IN THE 1ST QUARTER OF 2019 TRAFFIC  440,012 trucks, +3.8%, all-time record for REVENUE* best quarter  478,494 voitures, -1.8%  2.4M Eurostar passengers, +0.7% €254M for the GROUP,  599 rail freight trains, +4% +5%,  Impact of the "yellow jackets« of which:  Impact

  28. Slide 28: Governance

    3 GOVERNANCE Jacques GOUNON – Chairman and Chief Executive Officer 28

  29. Slide 29: Getlink Committed to All Stakeholders

    GOVERNANCE GETLINK COMMITTED TO ALL STAKEHOLDERS Governance Shareholders Get Compliant internal programme AG: all resolutions approved since 2010 Charter of Ethics and Conduct (at 97% on average) Board of Directors 1 €1.2Bn cash back to shareholders 4 GETLINK since 2008 #Responsibility Environment S

  30. Slide 30: Evolution of the Board of Directors in 2018

    GOVERNANCE COMPLYING TO AFEP/MEDEF CODE EVOLUTION OF THE BOARD OF DIRECTORS IN 2018  Election of 2 new non-independent Directors at the 18 April 2018 AGM: Elisabetta De Bernardi di Valserra and Giovanni Castellucci, representatives of Atlantia, main shareholder of Getlink  Ratification of Bertrand

  31. Slide 31: An International, Expert and Active Board

    2018 GOVERNANCE COMPLIANT WITH THE AFEP/MEDEF CODE AN INTERNATIONAL, EXPERT AND ACTIVE BOARD 10 Board meetings 46% women 95% attendance rate 13 Directors (Board) 77% independent elected by the AGM 2 staff representative 6 Board Committees 46% international Directors 28 Board Committee 1 Senior Indep

  32. Slide 32: Remuneration Policy for the Executive Officers

    COMPLIANCE WITH THE PRINCIPLES OF THE AFEP/MEDEF CODE AND THE SAPIN 2 LAW REMUNERATION POLICY FOR THE EXECUTIVE OFFICERS Resolutions 10 to 13 Remuneration structure Of the Chairman and Of the Deputy Chief Chief Executive Officer Executive Officer 1. EX-ANTE VOTE Approval of the remuneration Annual L

  33. Slide 33: Ex-post Vote: Chairman and CEO Remuneration

    EX-POST VOTE: COMPONENTS OF THE REMUNERATION OWED OR AWARDED FOR THE 2018 FINANCIAL YEAR CHAIRMAN AND CHIEF EXECUTIVE OFFICER NO: STRINGENT PERFORMANCE FIXED  Multi-annual variable CONDITIONS remuneration €575,000  Deferred variable remuneration ANNUAL VARIABLE + Attendance fees: 50% financial: EB

  34. Slide 34: Ex-post Vote: Deputy CEO Remuneration

    EX-POST VOTE: COMPONENTS OF THE REMUNERATION OWED OR AWARDED FOR THE 2018 FINANCIAL YEAR DEPUTY CHIEF EXECUTIVE OFFICER NO: STRINGENT  Multi-annual variable remuneration FIXED PERFORMANCE  Deferred variable remuneration CONDITIONS €396,667  Exceptional remuneration + Company car: €2,861 ANNUAL VA

  35. Slide 35: Ex-ante Vote: Chairman and CEO Remuneration Policy 2019

    EX-ANTE VOTE: REMUNERATION POLICY FOR 2019 CHAIRMAN AND CHIEF EXECUTIVE OFFICER  Fixed remuneration: €600,000  Variable remuneration: maximum 120% of fixed 2019 2019 Railway Brexit steering CSR EBITDA net profit ElecLink traffic Internal External index 25% 25% 10% 5% 12% 13% 10%  Long-term variab

  36. Slide 36: Ex-ante Vote: Deputy CEO Remuneration Policy 2019

    EX-ANTE VOTE: REMUNERATION POLICY FOR 2019 DEPUTY CHIEF EXECUTIVE OFFICER  Fixed remuneration: €400,000  Variable remuneration: maximum 65% of fixed 2019 2019 operating Social EBITDA cash flow ElecLink Quality of service Brexit perf. 25% 25% 10% 20% 10% 10%  Long-term variable remuneration: maxim

  37. Slide 37: Long-Term Incentive Plan

    GOVERNANCE – KEY FACTOR IN GETLINK’S PERFORMANCE Resolutions 17 to 19 LONG-TERM INCENTIVE PLAN  Collective and equal plan for granting free shares to the Group’s employees • Allocation of existing shares held under the buy back programme • 125 ordinary shares to each employee, excluding executive o

  38. Slide 38: Other Resolutions on the Agenda

    2019 GOVERNANCE OTHER RESOLUTIONS ON THE AGENDA  Statutory Auditors Resolutions 6 to 9 • Renewal of the term of office of the Statutory Auditors • Non-renewal of the alternate Statutory Auditors, subject to the modification of article 26 of the bylaws, for the purpose of bringing it in line with th

  39. Slide 39: Outlook

    4 OUTLOOK 39

  40. Slide 40: Key Strengths for Future Growth: Consistent Commercial Strategy

    2018 KEY MESSAGES KEY STRENGTHS FOR FUTURE GROWTH Consistent commercial strategy Premium Shuttle service: Flexiplus lounges / 100% wifi on terminals Yield management for Shuttle services: CAGR 2011-2018 = +3.8% ETICA : London-Amsterdam in 2018 London-Bordeaux Low cost operators Silk Road/Intermodal

  41. Slide 41: Europorte: Profitable Growth Based on Quality of Service

    EUROPORTE: RAIL FREIGHT PROFITABLE GROWTH BASED ON QUALITY OF SERVICE Maturity achieved in 2018, to be furthered in 2019, in the context of:  Growing concern for the environment  Market rationalisation with the French railway reform and financial accountability of Fret SNCF from 1st January 2020 

  42. Slide 42: ElecLink: Contribution to Profits Starting in 2020

    ELECLINK, STRATEGIC PROJECT AND ADDED-VALUE TO THE CHANNEL TUNNEL CONTRIBUTION TO PROFITS STARTING IN 2020  Labelled "European project of common interest" by the European Commission  1GW electrical interconnector between the United Kingdom and France  Certification granted by the French and UK en

  43. Slide 43: Brexit: Eurotunnel Ready

    NEW DELAY TO BREXIT BREXIT: EUROTUNNEL READY SINCE 29 MARCH! Brexit: Digitalisation accelerator and development of an Agile Border Contingency plans IT systems, operations, customer relations, HR, communications,… Investments 2018: €5M Capex / €3M Opex Budgeted for 2019: €15M Capex / €7M Opex Douane

  44. Slide 44: Le Shuttle Passengers: Digitalisation for Customers

    BREXIT INVESTMENTS TO CREATE FRICTIONLESS BORDER AND MAINTAIN QUALITY OF SERVICE LE SHUTTLE PASSENGERS: DIGITALISATION FOR THE BENEFIT OF CUSTOMERS 2 sets of biometric facial recognition e- Pablo self-service kiosks for Le Shuttle gates installed in Folkestone and customers to claim tax refunds on p

  45. Slide 45: Le Shuttle Freight: Process Optimisation and Digitalisation

    BREXIT INVESTMENTS TO CREATE FRICTIONLESS BORDER AND CONDUCT EFFICIENT CHECKS LE SHUTTLE FREIGHT: PROCESS OPTIMISATION AND DIGITALISATION BOTH WAYS  New Pit-stop created on each terminal with 4 additional lanes, enabling 20 trucks in total to be processed simultaneously  Optimised management: regr

  46. Slide 46: Le Shuttle Freight: An Agile Border

    BREXIT INVESTMENTS TO CREATE FRICTIONLESS BORDER AND CONDUCT EFFICIENT CHECKS LE SHUTTLE FREIGHT: AN AGILE BORDER DIRECTION UK -> FRANCE  "AGILE BORDER", registered trademark of Eurotunnel  A computerised system, rational and efficient  "Green" route for immediate exit for trucks or "orange" rout

  47. Slide 47: Brexit: What Outcome?

    NEW DELAY TO BREXIT BREXIT: WHAT OUTCOME? Consistent commercial Potential short-term Short-term impact strategy impact on revenue Confident in the States’ commitment to rapidly put in place effective new border formalities, without Scenario 1: Priority to fluidity causing any operational discontinui

  48. Slide 48: Share Price Outperformance

    SHAREHOLDERS SHARE PRICE OUTPERFORMANCE GETLINK GET shares listed on Euronext Paris and London Market capitalisation as at 11 April 2019: €7.7Bn SBF120 Jan. 2018 June 2018 Jan. 2019 Apr. 2019 Share performance (01/01/2018-11/04/2019): +30% 48

  49. Slide 49: A High-Quality and Long Term Shareholding

    GETLINK SE A HIGH-QUALITY AND LONG TERM SHAREHOLDING Capital breakdown SHAREHOLDING* by localisation MAIN SHAREHOLDERS** United States of  178,000 shareholders  Atlantia: 15.49% America 13% 16% of the capital  7% individual Italy shareholders  TCI: 11.63% Other  Average holding countries 26% 

  50. Slide 50: 2018 Dividend: €0.36 per Share, +20% Increase

    OUTLOOK Resolution 2 2018 DIVIDEND: €0.36 PER SHARE, +20% INCREASE +20% Getlink: a focus on Long-term €0.36 shareholder return commitment €0.30 2018 dividend higher than €0.26 planned: €0.36€ per share(1), €0.22 a 20% increase €0.18 €0.15 Total amount distributed including €0.12 share buy backs sinc

  51. Slide 51: Short-Term Uncertainty but Confidence in Future Growth

    OUTLOOK GETLINK: SHORT-TERM UNCERTAINTY BUT CONFIDENCE IN FUTURE GROWTH FINANCIAL OBJECTIVES FOR 2019 2022 HORIZON + ELECLINK EBITDA* MINIMUM EBITDA Scenario 1: >€575M >€735M Scenario 2: >€560M DIVIDEND DIVIDEND €0.41 per share +€0.05 p.a. * Including IFRS16 and at the exchange rate of £1 = €1.128 a

  52. Slide 52: Reports of the Statutory Auditors

    GETLINK SE 18 APRIL 2019 REPORTS OF THE STATUTORY AUDITORS KPMG AUDIT - MAZARS 52

  53. Slide 53: Statutory Auditors' Reports

    STATUTORY AUDITORS’ REPORTS REPORTS REGISTRATION DOCUMENT Report on the annual financial statements Page 93 Report on the consolidated financial statements Page 40 Special report on related-party agreements and Page 171 commitments Report by the independent third party, on the consolidated non-finan

  54. Slide 54: Annual Financial Statements

    REGISTRATION DOCUMENT: PAGE 93 ANNUAL FINANCIAL STATEMENTS Resolution 1 UNQUALIFIED AUDIT OPINION ON ACCOUNTS  Conclusion of our work "The 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 2018 and of the resu

  55. Slide 55: Consolidated Financial Statements

    REGISTRATION DOCUMENT: PAGE 40 CONSOLIDATED FINANCIAL STATEMENTS Resolution 3 UNQUALIFIED AUDIT OPINION ON ACCOUNTS  Conclusion of our work "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 201

  56. Slide 56: Related-Party Agreements and Commitments

    REGISTRATION DOCUMENT: PAGE 171 RELATED-PARTY AGREEMENTS AND COMMITMENTS Resolution 4  Agreements and Commitments submitted for ratification to the Company’s General Meeting "We have not been advised of any agreements and commitments authorised during the year 2018 and requiring the approval of the

  57. Slide 57: Consolidated Non-Financial Statement

    REGISTRATION DOCUMENT: PAGE 219 CONSOLIDATED NON-FINANCIAL STATEMENT INCLUDED IN THE GROUP MANAGEMENT REPORT  Report by the independent third party, on the consolidated non-financial statement included in the Group management report • Review of key performance indicators • Review of the business mo

  58. Slide 58: Operations on Share (1/3)

    NATURE OF RELATIVE OPERATION OPERATIONS ON SHARE (1/3) Resolutions 14, 15, 17 to 21  Renewal of the delegation of authority granted to the Board of Directors for a period of 26 months to carry out allocation of ordinary shares or real estate securities providing access to ordinary shares of the Com

  59. Slide 59: Operations on Share (2/3)

    NATURE OF RELATIVE OPERATION OPERATIONS ON SHARE (2/3) Resolutions 14, 15, 17 to 21  Authorisation to create and allocate free preference shares convertible into ordinary shares subject to performance criteria to executive officers and executive employees (Resolutions 18 and 19)  Authorisation gra

  60. Slide 60: Operations on Share (3/3)

    OPERATIONS ON SHARE (3/3) Resolutions 14, 15, 17 to 21  Conclusion of our work • No observation to formulate on modality and information mentioned on board of Directors report on the proposed resolution • We will establish if applicable complementary report in case of authorisation use by Board of

  61. Slide 61: Video: Eurotunnel's Unique Customer Service

    5 VIDEO: EUROTUNNEL’S UNIQUE CUSTOMER SERVICE 61 

  62. Slide 62: Questions & Answers

    Combined General Meeting 18 APRIL 2019 QUESTIONS & ANSWERS 62

  63. Slide 63: Presentation and Vote on Resolutions

    Combined General Meeting GETLINK SE 18 APRIL 2019 PRESENTATION AND VOTE ON RESOLUTIONS 63

  64. Slide 64: Approval of the Statutory Accounts

    Ordinary General Meeting RESOLUTION 1 Yes Abst. No Consideration and approval of the statutory accounts for the financial year ended 31 December 2018 Profit of €200,331,610 64

  65. Slide 65: Appropriation of the Profit for 2018

    Ordinary General Meeting RESOLUTION 2 Yes Abst. No Appropriation of the profit for the financial year ended 31 December 2018 Net profit for the financial year: €200,331,610 Dividends: €198,000,000 Balance carried forward: €185,081,035 65

  66. Slide 66: Approval of the Consolidated Accounts

    Ordinary General Meeting RESOLUTION 3 Yes Abst. No Consideration and approval of the consolidated accounts for the financial year ended 31 December 2018 Net profit of €130,320,101 66

  67. Slide 67: Approval of the Special Report of the Statutory Auditors

    Ordinary General Meeting RESOLUTION 4 Yes Abst. No Approval of the special report of the Statutory Auditors: continuation of regulated agreements entered into during the past financial year Supplementary contribution defined pension scheme open to some managerial staff 67

  68. Slide 68: Authorisation for Share Buyback

    Ordinary General Meeting RESOLUTION 5 Yes Abst. No 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: €16 Maximum: 10% of the share capital Outside public tender offer periods 68

  69. Slide 69: Renewal of KPMG SA as Statutory Auditor

    Ordinary General Meeting RESOLUTION 6 Yes Abst. No Renewal of the term of office of KPMG SA as Statutory Auditor Duration: 6 financial years, namely until the 2025 General Meeting convened to consider the 2024 financial statements 69

  70. Slide 70: Renewal of Mazars as Statutory Auditor

    Ordinary General Meeting RESOLUTION 7 Yes Abst. No Renewal of the term of office of Mazars as Statutory Auditor Duration: 6 financial years, namely until the 2025 General Meeting convened to consider the 2024 financial statements 70

  71. Slide 71: End of Term of Alternate Auditor KPMG Audit IS

    Ordinary General Meeting RESOLUTION 8 Yes Abst. No Acknowledgement of the end of the term of office as alternate Auditor of KPMG Audit IS; non renewal subject to the vote on resolution 22 71

  72. Slide 72: End of Term of Alternate Auditor Hervé Hélias

    Ordinary General Meeting RESOLUTION 9 Yes Abst. No Acknowledgement of the end of the term of office as alternate Auditor of Hervé Hélias; non renewal subject to the vote on resolution 22 72

  73. Slide 73: Ex-post Vote: Chairman and CEO Remuneration

    Ordinary General Meeting RESOLUTION 10 Yes Abst. No Ex-post vote: approval of the remuneration owed or allocated for the year ended 31 December 2018 to Jacques Gounon, Chairman and Chief Executive Officer 73

  74. Slide 74: Ex-post Vote: Deputy CEO Remuneration

    Ordinary General Meeting RESOLUTION 11 Yes Abst. No Ex-post vote: approval of the remuneration owed or allocated for the year ended 31 December 2018 to François Gauthey, Deputy Chief Executive Officer 74

  75. Slide 75: Ex-ante Vote: Chairman and CEO Remuneration Policy

    Ordinary General Meeting RESOLUTION 12 Yes Abst. No Ex-ante vote: approval of the remuneration policy applicable to the Chairman and Chief Executive Officer for 2019 75

  76. Slide 76: Ex-ante Vote: Deputy CEO Remuneration Policy

    Ordinary General Meeting RESOLUTION 13 Yes Abst. No Ex-ante vote: approval of the remuneration policy applicable to the Deputy Chief Executive Officer for 2019 76

  77. Slide 77: Delegation to Issue Shares with Preemptive Rights

    Extraordinary General Meeting RESOLUTION 14 Yes Abst. No Renewal of the delegation of authority granted to the Board of Directors to issue with preemptive rights, ordinary shares or securities granting a right to ordinary shares of the Company and any companies within the Company’s Group Duration: 2

  78. Slide 78: Delegation to Issue Shares for Contributions in Kind

    Extraordinary General Meeting RESOLUTION 15 Yes Abst. No Delegation of authority granted to the Board of Directors to issue ordinary shares or securities granting a right to the share capital, in consideration for contributions in kind relating to equity securities or securities granting a right to

  79. Slide 79: Overall Limit of Issue Authorisations

    Extraordinary General Meeting RESOLUTION 16 Yes Abst. No Overall limit of the authorisations to issue securities with or without shareholders’ preferential subscription rights Maximum: €88M, namely 40% of the share capital Lower limit for the share capital increases without preferential subscription

  80. Slide 80: Free Shares for Employees

    Extraordinary General Meeting RESOLUTION 17 Yes Abst. No Delegation of authority granted to the Board of Directors to proceed with the grant of free shares to all employees of the Company (other than executive officers and executives) and companies directly or indirectly linked to it, as stated in A

  81. Slide 81: Long-Term Incentive Plan for Executives

    Extraordinary General Meeting RESOLUTION 18 Yes Abst. No Long-term incentive plan for executive officers and senior executives of the Group: creation of preference shares convertible into ordinary shares after a three-year period, subject to performance conditions 81

  82. Slide 82: Grant of Preference Shares to Executives

    Extraordinary General Meeting RESOLUTION 19 Yes Abst. No Delegation of authority granted to the Board of Directors to grant, free of charge, preference shares to certain executives officers of the Company and certain executives of the Company and its subsidiaries Duration: 12 months Maximum: 1,500,0

  83. Slide 83: Authorisation to Reduce Capital by Cancelling Shares

    Extraordinary General Meeting RESOLUTION 20 Yes Abst. No Authorisation granted to the Board of Directors to reduce the capital by cancellation of own shares Duration: 18 months Maximum: 10% of the share capital 83

  84. Slide 84: Capital Increase Reserved for Employees

    Extraordinary General Meeting RESOLUTION 21 Yes Abst. No Delegation of authority granted to the Board of Directors in order to proceed to increase the share capital, with withdrawal of the shareholders’ preferential right of subscription, by the issue of ordinary shares or transferable securities gr

  85. Slide 85: Amendment to Article 26 of the Articles of Association

    Extraordinary General Meeting RESOLUTION 22 Yes Abst. No Amendment to Article 26 of the articles of association relating to the Statutory Auditors for the purpose of ensuring compliance with the new legislation and regulatory provisions 85

  86. Slide 86: Amendment Deleting Mention of Preference B Shares

    Extraordinary General Meeting RESOLUTION 24 Yes Abst. No Amendment to the Company’s articles of association for the purpose of deleting historical mention relating to preference B shares 86

  87. Slide 87: Powers to Carry Out Formalities

    Extraordinary General Meeting RESOLUTION 25 Yes Abst. No Powers to carry out formalities 87

  88. Slide 88: Close of the Meeting

    Combined General Meeting GETLINK SE 18 APRIL 2019 CLOSE OF THE MEETING 88

  89. Slide 89: Thank You for Attending the Meeting

    GENERAL MEETING OF GETLINK THANK YOU FOR ATTENDING THE MEETING PLEASE RETURN TRANSLATION HEADSETS AND VOTING TABLETS WHEN LEAVING THE ROOM PLEASE NOTE THAT MINIBUSES WILL GO BACK AND FORTH TO THE CROISE LAROCHE TRAM STATION UNTIL 1:00 PM 89

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