20 2020 20 An Annual al Shareholders Meeting Paris, s, May 13, - - PowerPoint PPT Presentation

Paris, s, May 13, 2020

20 2020 20 An Annual al Shareholders’ Meeting

Age genda nda

1 2 3 4 5 6 7

2019 High ghligh ights ts Presen entatio tation of t the e resoluti lution

• ns

Auditors’ reports Main Achievement ievements Full-Yea ear r Finan ancials als Appoi pointment ments, Compen pensati ation

• n and

d Corporate porate Govern rnan ance e Commi mitt ttee Renewal ewal and d appoi

• intmen

tment t of m members bers of t the e Board

• f D

Direc ecto tors rs Q1 2020 Sales

2 I 2020 Annual Shareholders' Meeting

8 9

Nexans ans managing aging the e Covid id-19 situati ation

• n

Them emat atic presen entat tation

• n : L

Leading ing the e energ ergy y transiti sition

• n

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

3 I 2020 Annual Shareholders' Meeting

Christopher GUÉRIN CEO

MANAGING THE COVID-19 SITUATION

01

Main Highlights

Crisis 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. Workfor force ce protection ction Supply ly chain in & operation tion stabi bili lization zation Custom tomer engage gement ment Financial cial stress ss test st, liquid idity ity & financial cial modeli lization zation Extern rnal al stakehold

• lders

rs & hardwi wire re flows ws with th Board d

• f Directo

ctors rs 1 2 3 4 5

Covid id-19 9 : Nexans ns Crisis isis Nerv rve Cent nter er

| 2020 Guidance suspended | Proposed dividend of 0.40 euro per share for the 2019 financial year withdrawn | Premium of 750 euros per month for frontline workers in certain European plants | | Management of the group has cut its pay for social cohesion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

| 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

Safe fety & 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

Opera rations ns

2020 Annual Shareholders' Meeting 5 I

6 I

Nexans teams' commitment to business continuity and supporting communities

2020 Annual Shareholders’ Meeting

SOLIDARITY

7 I

Nexans teams' commitment to business continuity and supporting communities

2020 Annual Shareholders’ Meeting

PRODUCTION

8 I

Nexans teams' commitment to business continuity and supporting communities

2020 Annual Shareholders’ Meeting

DECONTAINMENT

PREMISES FULLY READY TO WELCOME THE TEAMS

01 02 03 04 05 06

HIGHLIGHTS

02

Christopher GUÉRIN CEO

Nexans ans in 20 2019 19 – Res estored tored Trust st

A n new w & co compel pelli ling g Industr dustrial al Ambiti bition

• n 2019-21

21 A m move to Energy rgy Transiti sition

• n and

d Renewable ewables with th tangible gible achiev evement ements

Record backlog(*), long-term contract signed with Ørsted

A n new w Operating erating Model el focused ed on Cash Generati eration

• n

supported by SHIFT proprietary method

A ch chang ange e of cu culture ure and d minds dset et with united ted teams ms determined termined to build ld the e New Nexans Unpr prec eced edent ented ed effort rts over the e last t 18 m month ths s to reinforc

• rce

e our Funda ndame mentals tals while le managing ging risks s effecti tive vely Nexans ans committ tted ed to be Carb rbon

• n Neutral

ral 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

10 I 2020 Annual Shareholders' Meeting

BUILDING DING & TERRIT RITORIES ORIES TELECOM COM & 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 EBITDA at 52 M€ (+16%(*)) versus 44 M€ in 2018

11 I

Financial Performance: Double Digit EBITDA Growth across all Businesses

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

INDU DUST STRY Y & SOLUTI TIONS ONS

Improved profitability in North America and China EBITDA at 105 M€ (+23%(*)) versus 86 M€ in 2018

HIGH H VOLTAGE AGE & PROJECT ECTS

Solid performance in Subsea and recovery underway in Land EBITDA at 103 M€ (+46%(*)) versus 68 M€ in 2018

2020 Annual Shareholders' Meeting

375 411 325 413 2019 2016 2018 2017

EBITDA 413 M€ in 2019

11.1% 12.5% 9.0% 11.1% 2018 2019 2016 2017 (32) (83) 54 25 2016 2017 2018 2019

ROCE** 11.1% in 2019 FREE CA CASH FLOW +25 M€ in 2019

20 2019 19 Key y Milesto lestones nes Rea eache ched

New Nexans ans Pla lan on Track ck

(*) 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

(*) (*) (*)

12 I 2020 Annual Shareholders' Meeting

• Nexans

ns has succes essf sfully ully manuf ufac actur ured d and install alled ed the interc rconne

• nnection

ion between n Germany any and Norway ay to exchange ange green n energie ies s (solar ar/wind ind and hydro dropow power) r)

• Nexans

ns designed, gned, manufac acture ured d and installed alled between n 2015 and 2019 six 525 kV mass-im impr pregnat gnated ed (MI) high h voltage ge direct ct curre rent nt (HVDC) interc rconnec

• nnector
• r cable

les s with a to total al length h of 735 km

• Proj
• jec

ect comple leted d on-tim ime, e, including uding the final l test which h was ahead d of schedul dule e August ust 2019

• Skage

gerr rrak ak laid 6 cables s on the seabed d and 4 in-lin line joint nts s

NordLink in a nutshell

• Client: Statnett, TenneT and the

German promotional bank KfW

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

NORDL DLINK INK Project: ject: A Ma Major

• r Step in the Energy

gy Transition nsition

Nordli link nk is is now pr providi iding g Green en Energy for mil illi lions s of house seholds holds in in G Germany any and Norway ay

13 I 2020 Annual Shareholders' Meeting

High Voltage & Projects

Building a Resilient Business Portfolio – 1,8 Bn€ Backlog

14 I

2019 2020 2021

• NordLink
• North Sea Link
• Mindanao Vizayas
• Mallorca

Menorca

• Lavrion Syros
• Fensforden
• East Anglia 01
• Hornsea 2
• North Sea Link
• Mindanao Vizayas
• Mallorca

Menorca

• Lavrion Syros
• Hornsea 2
• Dolwin 6
• Balsfjord
• North Sea Link
• 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

New Subsea capacity in Charleston US

> €15 Bn€(**) total project pipeline

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

• Seagreen
• Seagreen
• Ørsted

Plant conversion

2020 Annual Shareholders' Meeting

MAIN ACHIEVEMENTS

Christopher GUÉRIN CEO

03

Cost Reduction Plan

Restructuring on Track, Leaner Organization in Place

Fixed costs reduction & reorganization (120 M€)

• LAND HV: Hanover plant closure
• n-going
• Complete resizing of the organization by

focusing on core Business Groups

• A leaner and cost effective organization,

rationalization of Top management layers Indire rect ct spend d reductio ction (30 M€)

• All pockets of indirect spend have been

rethought and reduced Productivity ctivity (60 M€) & Capex Re-engin gineeri ring

• Margin improvement through cost

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

A1- Restructuring project A3- Manufacturing & OWC performance A4- Capex reengineering A2- Indirect Cost reduction

Progress vs. 2019 ambition

75 135

2019 Actual

EBITDA Growth

210

In 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 savings In parallel we will reorganize the Group in a leaner way, re-engineer our Capex policy, and resize Headquarters.

16 I 2020 Annual Shareholders' Meeting

Transformation Plan

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

17 I

2019 TURN-OVER PORTFOLIO EVOLUTION B&T Stronger improvement (conversion of Transformation candidates to Profit drivers) / High voltage transformation (Land) is slightly 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 Burners Profit drivers and Profitable Cash tanks Transformation candidates and Cash tanks

EBITDA Growth for units under the

Subsea Land

60

EBITDA Growth

40

2019 Actual

100

NEXANS BUSINESS UNIT PORTFOLIO ANALYSIS A granular view 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 perimeter (-1%) To be achieved by end-2021

2020 Annual Shareholders' Meeting

CSR Performance

18 I 2020 Annual Shareholders' Meeting

Rating ing agenc ency Rating ing Benchm chmark rk 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

04

2019 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

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

by all businesses

2018 2019 Cable Copper & Metallurgy HV & 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)%

2020 Annual Shareholders’ Meeting

44 33 36 29 Inflation (26) FX & Scope IFRS 16 B&T 2018

(3)

(36) I&S

413

11

T&D HV&P Other 2019

325

+124 M€

**

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

Conjunctural Growth PCS & labor inflation IFRS 16 2018 One-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

2020 Annual Shareholders’ Meeting

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

Other costs 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)

Breakdown of other costs

2020 Annual Shareholders’ Meeting

Net Debt last 12 month evolution in M€

Change in Working Capital IFRS 16 Net debt

• Dec. 19

Reorganization cash-out CAPEX Cash from

• perations

Net debt

• Dec. 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 debt

• Dec. 19

(excl. IFRS 16)

FCF generation: +25 M€(*)

(27)

Other investing(**)

2020 Annual Shareholders’ Meeting

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

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

2020 Annual Shareholders’ Meeting

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) 2020 Annual Shareholders’ Meeting

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%(*)

• S&P rating: BB negative outlook

26 I

1.3x Balance Sheet

In M€

2018 2019 Fixed assets and other non-current assets Of which goodwill 1,608 243 1,878 242 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

510 34 363 671 159 373 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 2019 Dec 2018 Dec 2017 Dec 2019 Dec 2018 Dec 2017

2020 Annual Shareholders’ Meeting

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

• /w Financial income / (loss)

27 58

• /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

St Stable ble Gr Group up sales les

In unpr preced ecedent ented ed cris isis

Quarterly Sales

In M€ Q1 2019 Q1-2020 Organic 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%

Buil ildin ding & Territ itoir irie ies

• Building impacted by slowdown in China, North America

and Middle East

• Territories sales slowdown in South America and Middle-

East

Indus dustr try & Solut lutio ions ns

• 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 m & Data ta

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

starting mid-March

• Sharp decline of Fiber cable sales in Europe in March

High h Volt ltage ge & Proje jects ts

• Strong Q1 Subsea sales backed by record high

backlog

• Flawless subsea installation
• Land HV reorganization completed

In a nutsh shell ll:

• Q1 2020 sales at 1.6 Billion euros at constant metal prices, stable vs. Q1 2019
• COVID Impact on all activities except High Voltage from mid-March onwards
• High order backlog for subsea High Voltage (€1.6 billion)
• 2020 forecasts suspended on 24 March until conditions related to the pandemic

improve 2020 Annual Shareholders’ Meeting 29 I

St Strong

• ng liquid

quidity ity to cope e with th adversity ersity

(1) Prêt Garanti par l’État

| Curren urrent t Sourc rces es at Marc rch h 31 1,030 M€ | Stress ess Sourc urces es 930 M€ | Mitiga igatio ion 1,275 M€

Financem cement t cuivr ivre

• Limited use at March 30th
• Potential updaode

Financials ials

Covenants ts

• Significant headroom on

leverage and gearing

100 100 65 65 280 280

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

(1)

March ch 31, 2020 2020 Vendo dor r Financing ncing PGE Stress ss Scenar ario io Mitig tigation ation

1,030 1,275 930 930

Cash dispon ponib ible le 432 432 Réserve serve lignes RCF F 600 600 Centr tral al credit it facil ility ity In million Euros 2020 Annual Shareholders’ Meeting 30 I

LEADING THE ENERGY TRANSITION

06

Ragnhild 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.

2020 Annual Shareholders’ Meeting

33 I

Zoom on North Sea Link

Renewable energy exchange between Norway and The United kingdom

2020 Annual Shareholders’ Meeting 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

2020 Annual Shareholders’ Meeting

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,

• utfitting and paint work

before the hull will be towed to Ulstein Verft, Norway, end

• f 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

2020 Annual Shareholders’ Meeting

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

07

Anne Lebel, Lead Independent Director

Chairwoman of the Appointments, Compensation and Corporate Governance Committee

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

37 I

Photo

Francisco Pérez Colette Lewiner*

60%

Independent directors Meetings in 2019 Attendance

5 88%

*indépendant

Anne-Sophie Hérelle

Bpifrance 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’ Meeting 38 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

2020 Shareholders’ Meeting 39 I

▪ 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

2020 Shareholders’ Meeting 40 I

▪ 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

2020 Shareholders’ Meeting 41 I

• 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

2020 Shareholders’ Meeting 42 I

Photo

Kathleen Wantz- O’Rourke

Renewal

• First elected as a director: May 12th, 2016
• Expertise/Experience :
• Chairman of the Management Board & Group Executive Director Finance & Legal, Keolis Group
• 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 :
• Chairman of the Management Board, Keolis Group SAS
• Chief Executive Officer, Keolis SA
• Member of the Board of Directors of the Trust Management Institute (TMI)
• 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 :
• Independent director
• Committee membership :
• Chairwoman of the Accounts, Audit and Risk Committee

Resolution 4

• 1. Presentation of candidates to the Board of Directors

2020 Shareholders’ Meeting 43 I

• First elected as a director: May 12th, 2016
• Expertise/Experience :
• Industry & Solutions Europe Customer Service Manager for EPCs and Operators at Nexans
• 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 :
• Chair of the Supervisory Board of FCPE Nexans Plus 2014 (corporate mutual fund)
• Member of the Supervisory Board of FCPE Nexans Plus 2016 (corporate mutual fund)
• Qualification in terms of independence :
• Non independent director representing employees shareholders holding 4,48% of Nexans share

capital

Resolution 19

Photo

Marie-Cécile de Fougières

Renewal

• 1. Presentation of candidates to the Board of Directors

2020 Shareholders’ Meeting 44 I

• Censor since February 19th, 2020
• Expertise/Experience :
• 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.

• 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

• f

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.

• Qualification in terms of independence :
• Independent director

Resolution 5

Photo

Jane Basson

Appointment

• 1. Presentation of candidates to the Board of Directors

2020 Shareholders’ Meeting 45 I

• Censor since March 6th, 2020
• Expertise/Experience :
• Chief Executive Officer of Dalkia
• 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.

• Qualification in terms of independence :
• Independent director

Resolution 6

Photo

Sylvie Jéhanno

Appointment

• 2. Compensation of corporate officers and directors for

the year 2019

2020 Shareholders’ Meeting 46 I

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

2020 Shareholders’ Meeting 47 I

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

2020 Shareholders’ Meeting 48 I

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

2020 Shareholders’ Meeting 49 I

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

2020 Shareholders’ Meeting 50 I

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

2020 Shareholders’ Meeting 51 I

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)

2020 Shareholders’ Meeting 52 I

• 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

2020 Shareholders’ Meeting 53 I

Resolutions 18 & 20 to 23

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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")

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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

08

Isabelle Sapet, Mazars Edouard 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

Reports of Statutory Auditors

▪ 2019 consolidated financial statements

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

56 I 2020 Shareholders’ Meeting

Reports of Statutory Auditors

▪ 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

• perations 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
• n 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.

57 I 2020 Shareholders’ Meeting

Reports of Statutory Auditors

▪ 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

58 I 2020 Shareholders’ Meeting

Reports of Statutory Auditors

▪ 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.

59 I 2020 Shareholders’ Meeting

Questions & Answers

PRESENTATION OF THE RESOLUTIONS

09

Nino 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%

7 Approval of the information relating to the compensation of Nexans Directors and Executive Directors for 2019

Approved For : 98.80% Against : 1.20% Abstention : 0.00%

Extraordinary Shareholders’ Meeting

2020 Annual Shareholders’ Meeting 63 I

Number Resolution Result Votes 8 2019 Compensation of Georges Chodron de Courcel, Chairman of the Board of Directors until May 15th, 2019

Approved For : 99.95% Against : 0.05% Abstention : 0.00%

9 Approval of the 2019 Compensation of Jean Mouton, Chairman of the Board of Directors since May 15th, 2019

Approved 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%

Extraordinary Shareholders’ Meeting

2020 Annual Shareholders’ Meeting 64 I

Number Resolution

Result Votes

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%

16 Authorization 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%

18 Amendment 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%

19 Renewal of Marie-Cécile de Fougières as Director representing the employee shareholders for a one-year term

Approved For : 88.13% Against : 11.87% Abstention : 0.00%

Extraordinary Shareholders’ Meeting

2020 Annual Shareholders’ Meeting 65 I

Number Resolution Result Votes 20 Amendment of Article 12ter of the Company’s bylaws by amending the thresholds relating to the appointment of the director representing employees

Approved For : 99.99% Against : 0.01% Abstention : 0.00%

21 Amendment of Article 13 of the Company’s bylaws in order to allow the Board of Directors to adopt certain decisions by written consultation

Approved For : 99.98% Against : 0.02% Abstention : 0.00%

22 Amendment of Articles 15 and 18 of the Company’s bylaws regarding the directors’ and censors’ compensation in order to remove the reference to directors’ fees

Approved For : 99.75% Against : 0.25% Abstention : 0.00%

23 Amendment 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 old

Approved For : 97.65% Against : 2.35% Abstention : 0.00%

Ordinary Shareholders’ Meeting

2020 Annual Shareholders’ Meeting 66 I

Number Resolution Result Votes 24 Powers to carry out formalities Approved

For : 99.99% Against : 0.01% Abstention : 0.00%

Paris, s, May 13, 2020

20 2020 20 An Annual al Shareholders’ Meeting