GROUPE EUROTUNNEL SHAREHOLDER S GUIDE

Transcription

1 GROUPE EUROTUNNEL SHAREHOLDER S GUIDE

2 Shareholder s guide Contents GET share 2 - Forms of shareholding 3 General meeting 5 Dividend 7 Information and publications 8 Contacts 9 7 /// GROUPE EUROTUNNEL 1

3 Stock market information GET share You need just one share to become a shareholder and have access to all the rights granted to shareholders by law and by the company s bylaws. Stock markets NYSE Euronext Paris (Eurolist compartment A*) UK Listing Authority in London (as standard) * Compartment A corresponds to marketcapitalisation higher than 1 billion. Trading platforms NYSE Euronext Paris NYSE Euronext London Codes ISIN: FR The ISIN code (International Securities Identification Number) is the international identifier of financial securities.. Ticker: GET Use this acronym to access the stock quotation in the financial press or websites. Nominal value 0,40 Main stock market indices SBF 120; FTSE All-World; FTSE Medium Cap; DJ Stoxx 600; Next 150; MSCI World Index; MSCI Europe; FTSE4Good. Eligible for PEA (French Share Savings Plan) and SRD (Deferred Settlement Service) MARKET CAPITALISATION 5.4 BILLION (at 15/09/2014) NUMBER OF SHARES 550 MILLION (at 15/09/2014) More information on the GET share price and on the latest analysts report on the Share price page. /// GROUPE EUROTUNNEL 2

4 Being a shareholder Various forms of shareholding You can hold Groupe Eurotunnel shares in two different forms: in registered form, or in bearer form. Registered shares There are two ways in which shareholders may hold registered shares: Directly registered shares If your shares are directly registered, these shares are registered with Groupe Eurotunnel SE and held in an account in your name with BNP Paribas Securities Services which manages the shares on the Company s behalf. Advantages Automatic mailing of general meeting documentation and simplified procedures for attending shareholders meetings, No custodial fees, Option to benefit from the single travel privilege scheme for crossing on board the Shuttles, for which you can find all information on the Travel Privileges page. Disadvantages In France, it is possible to transfer shares held in a PEA share savings plan to directly registered shares, although some practical difficulties may arise: the legal system governing the PEA plan ensure that shares remain in the PEA whilst classified as directly registered. This means that some financial institutions reject them, impose specific provisions or invoice additional management fees which diminishes one of the benefits of directly registered shares compared to indirectly registered shares. A shareholder with directly registered shares in more than one company will receive as many annual statements (tax declaration, dividend payment statement) as he/she owns shares in tyhe various companies, which can complicate somewhat the management of his or her portfolio. Indirectly registered shares (or administered) If your shares are indirectly registered, these shares are registered with Groupe Eurotunnel but your account is held by your financial intermediary, who remains your contact for all routine portfolio transactions. You hold only one account for all shares you hold. Bearer shares Bearer shares are held in a share account with a financial intermediary of your choice (bank, broker,...). Your shares are not registered by name with Groupe Eurotunnel SE who does not know you as a shareholder. /// GROUPE EUROTUNNEL 3

5 Being a shareholder CDIs A CREST Depository Interest (CDI) is a UK security that represents a stock traded on an exchange outside the UK. Shares admitted to the London Stock exchange must be eligible for electronic settlement through CREST (now Euroclear UK & Ireland). Shares of UK companies may be admitted directly whereas companies incorporated in other jurisdictions (like France) must appoint a depositary to hold their shares on trust and issue shareholders with depository interest representing such underlying overseas shares which can be settled in the UK. Groupe Eurotunnel SE CDIs have been issued through CREST (now Euroclear & Ireland). Computershare Company Nominee Services Limited acts as Euroclear UK & Ireland participant in the management of CDIs. Registered CDI Registered Bearer CDI Directly Indirectly Bearer Directly Indirectly BNP Paribas Account holder BNP Paribas Your Your financial Your Your financial financial Computershare Investor Account holder Securities Securities intermediary intermediary intermediary Services Investor Plc Services Services Plc Services Depending on the fee charged by Custodian fee Free Free of of charge Depending on the fee charged by Free of charge Free of charge Custodian fee your financial intermediary your financial intermediary Sent to BNP Sent to BNP Sent to Paribas Sent to Computershare Share orders Paribas Sent to your financial intermediary Computershare Share orders Securities Sent to your financial intermediary Investor Services Plc Securities Investor Services Plc Services Services BNP Paribas BNP Paribas Computershare Securities Securities Computershare Investor Services Investor Plc Services will Services will Your bank or broker will send you Services will Plc send will you send a send you a fiscal send you a fiscal a fiscal Your summary bank or broker (IFU) will that send you a you a holding statement Tax return summary (IFU) Tax return summary (IFU) includes fiscal summary all movements (IFU) that in your includes all which provides which provides setting out all setting out all share movements account in your share account transactional details details for transactions transactions your holding for your holding concerning GET concerning GET shares SA shares You need to ask You need to ask Notices of Meetings Notices of your bank or Notices of Notices of Meetings are sent to your bank or Notices are of sent Meetings to you are general Notices of Meetings are sent to you broker to send general you directly broker to send sent directly to you directly Meetings directly you Notices of Meetings you Notices of Meetings Meetings You need to contact You need You need to to show You need to contact Computershare Investor show an an admittance Computershare You need to show an admittance Services Plc by admittance card or card the Investor Services Plc To participate card You from need BNP to Paribas show an Securities admittance returning the form of or the participation by returning the in Services card from BNP Paribas Securities proxy indicating that To participate in participation certificate form of proxy shareholders.. Services you want to attend the shareholders certificate delivered by your indicating that you Meetings Spontaneous participation.. on meeting. You will be Meetings delivered financial by your want to attend the presentation Spontaneous of proof participation of identity on authorise attendance on financial intermediary. meeting. You will be presentation of proof of identity presentation of proof of intermediary. authorise attendance identity on presentation of Paid by BNP proof of identity Paribas Paid by Computershare Dividend Paid by BNP Paid by your financial intermediary Paid by Securities Investor Services Plc Paribas Computershare Dividend Services Paid by your financial intermediary Securities Investor Services Plc Holding shares Management Management fees Services in pure fees are set by are set by your Registration Holding shares in Management Management fees _ registered form your financial financial in a PEA indirectly fees are set by are set by your is not a intermediary. intermediary registered form your financial financial compatible They may be is not a intermediary. intermediary solution if you higher than for compatible They may be want to place bearer shares Registration in solution if you higher than for your shares in a a share want to place bearer shares French savings plan your shares in a securities-based (PEA French savings plans securities-based (PEA), due to savings plans the (PEA), due to the administrative administrative procedures procedures governing these governing these plans. plan s. /// GROUPE EUROTUNNEL 4 /// GROUPE EUROTUNNEL 4

6 Key event General meeting Held at least once a year, a shareholders general meeting may be ordinary, extraordinary or both ordinary and extraordinary (combined). Ordinary general meeting The ordinary general meeting is held once a year within 6 months of the end of the financial year. This meeting takes all decisions not requiring an extraordinary general meeting, i.e. any decision that does not call for changing the company s bylaws. The purpose of an ordinary general meeting is to approve the financial statements for the past year, resolve upon the distribution of dividends and/or approve the appointment or replacement of members of the company s corporate management structures. Extraordinary general meeting An extraordinary general meeting may be convened at any time. It is the only meeting authorised to make changes to the provisions of the company s bylaws: business object, name, authorised share capital (increase, decrease, merger, etc.), type of corporate management structure. Combined general meeting A meeting of this type enables decision to be taken whether they fall within the remit of an ordinary general meeting or an extraordinary general meeting. It avoids having to hold two consecutive meetings: both take place on the same date and are convened using the same notice. Quorum The validity of the general meeting s deliberations depends on the presence (or representation) of shareholders owning a minimum number of shares - the quorum -, which varies according to the nature of the general meeting: for an extraordinary meeting, one-quarter or 25% and for an ordinary general meeting one-fifth or 20% of the shares with voting rights on the first notice. Majority voting Resolutions are voted by simple majority (50%) of voting rights for an ordinary general meeting. For an extraordinary general meeting, a two-thirds majority (66.66%) of voting rights is required for shareholders present or represented. The date of the annual general meeting as well as the key financial dates are available online on the Financial calendar page. /// GROUPE EUROTUNNEL 5

7 Key event The shareholders general meeting is an unique opportunity to be involved in the major decisions of the Group through the votes on resolutions. How to be informed? Eurotunnel Group informs its shareholders of the annual general meeting s date by publishing: a preliminary notice of meeting in the French Gazette (Bulletin des Annonces Légales Obligatoires - BALO) as well as in a newspaper authorised to receive legal notices and in the daily press at least 35 days prior to the general meeting; a notice of meeting in the French Gazette and in a newspaper authorised to receive legal notices for the registered office department at least 15 days prior to the general meeting; key documentation relating to the general meeting is available on How to vote? Shareholders can exercise their voting rights by: voting by post, giving proxy to the Chairman, giving proxy to a third party, voting directly to the general meeting by requesting an admission card. How to take part in the meeting? Any shareholder may attend the general meeting so long as he or she holds at least one share registered in a share account two business days prior to the date of the meeting. If you are a registered shareholder, you must have your shares registered through BNP Paribas Securities Services in your name at least two trading days before the meeting. If you are a bearer shareholder, you must hold your shares registered through your bank or financial intermediary at least two trading days before the meeting. If you hold CDIs, you must hold your shares registered through Computershare Investor Services at least two trading days before the meeting. Obtain a notice of meeting If you hold registered shares, you do not need to do anything. You will receive, directly at your home address, the notice of meeting and the voting form. If you hold shares in bearer form, you must ask your financial intermediary to send you the notice of meeting and the voting form. If you hold CDIs, you do not need to do anything. You will receive, directly at your home address or electronically, the notice of meeting and the voting form. Request an admission card To attend the meeting, it is essential to obtain in advance an admission card. If you are a registered shareholder, you must complete the proxy form by ticking that you wish to attend the general meeting and return it to BNP Paribas Securities Services. If you are a bearer shareholder, you must complete the proxy form by tichking that you wish to attend the general meeting and return it to your financial intermediary who will send the form together with the participation certificate and will forward them directly to BNP Paribas Securities Services. If you hold CDIs, Groupe Eurotunnel SA will allow CDI holders who have submitted voting instructions to attend and speak at the meeting. In order to do so, you must request an admission card from Computershare by ticking the appropriate box on the Form of Instruction. /// GROUPE EUROTUNNEL 6

8 Finances Dividend The dividend is the portion of the Group s net profit that is distributed to shareholders. Its amount, proposed by the board of directors, must be approved by shareholders in a general meeting. To receive the dividend of one share, it is important to know the difference between the ex-dividend date and the date of payment of the Company: Ex-dividend date: to qualify to dividend, the shareholder must hold the shares at the closure of the markets before the ex-dividend date at the latest. Date of payment: it is the day on which the amount of the dividend is credited to the account or to the PEA (Share Savings Plan). The period between the ex-dividend date and the date of payment is variable. Dividend per share (in ) , , , , ,15 What steps should I take to receive the dividend? 82.5M dividends paid to shareholders in 2014 for the 2013 year, i.e per share (+25% compared to 2012) Calendar of the 2013 dividend paid in 2014 There are no formalities to complete. If you hold directly registered shares or CDIs, the dividend is credited directly into your bank account by Groupe Eurotunnel SE (through BNP Paribas Securities Services or Computershare Investor Services). If not, you should contact BNP Paribas Securities Services or Computershare Investor Services to let them have your bank details. If you hold indirectly registered (administered) or bearer shares, Groupe Eurotunnel SE (through BNP Paribas Securities Services) distributes the dividend to your bank which who will then credit your account. 22 May Last execution day for buy orders on shares eligible for the dividend. 23 May Ex-dividend date. The opening price on this day falls by the amount of the dividend. 28 May Dividend payment. /// GROUPE EUROTUNNEL 7

9 Publications Be informed Eurotunnel Group provides its shareholders with regular information about its activity and any event that may influence the share price. A dedicated section of the website gathers all information and publications of interest to shareholders. Subscribing to our alert service enables more than 20,000 people currently to be informed of all press releases, new publications and forthcoming events. The letter to shareholders, Eurotunnel on Track, presents the latest news of the Group and updates on its activity and financial performance, and provides practical information to shareholders. It is sent by to more than 22,000 shareholders worldwide. To receive the news of the Group including the letter to shareholders, complete the online alert form. The letter to shareholders is available on the Eurotunnel on Track page. The annual review presents the activity of Eurotunnel Group in an illustrated format. It describes the key facts and figures of the past year, and also reviews future challenges and outlook. The annual review is available on the Annual reviews page. The corporate social responsibility (CSR) report gives an update on the Group s corporate, social, ethical and environmental responsibilities. The CSR report is available on the Corporate Social Responsibility reports page. Each year, Eurotunnel Group published a registration document filed with the Autorité des marchés financiers (AMF). It presents full legal, business and accounting information on the company and includes the audited financial statements. More information on the Registration documents page. The Essential Eurotunnel brochure presents a summary description of the company, its history, fundamentals, activity, commitments adn key figures. More information on the Essential Eurotunnel page. /// GROUPE EUROTUNNEL 8

10 Contacts A team at your service shareholder.info@eurotunnel.com Tel.: (Local rate call from the UK) Monday to Friday, 9am to 12am and 2:30pm to 5pm (French time) Shareholder Relations Centre of Eurotunnel Group PO Box Folkestone Kent - CT19 4QZ - United Kingdom