Notice. Mixed Shareholders Meeting (Ordinary and Extraordinary)

Transcription

1 Notice Mixed Shareholders Meeting (Ordinary and Extraordinary) May 11, 2017 at 2:30 p.m. Palais des Congrès Auditorium Havane 2, place de la Porte Maillot Paris, France Nexans brings energy to life

2 Contents Chairman s message 3 Agenda of the Shareholders Meeting 4 How to participate to the Meeting? 6 How to fill out the voting form? 9 Report of the Board of Directors on the draft resolutions 10 Draft resolutions 30 Candidates for Directors 51 Presentation of the Board of Directors and the Committees 55 Overview of 2016 financial year 56 Company s financial results for the last 5 financial years 60 Information request form 62 Shareholders Information Investor Relations Tel.: investor.relation@nexans.com Voting and attendance instruction form for the Annual Shareholders Meeting (all options) are attached. This notice is accessible in French and English on the Internet site 2

3 Chairman s message Dear Shareholder, I would be very pleased if you could participate to the Ordinary and Extraordinary Annual General Meeting which will be held on Thursday May 11, 2017 starting at 2:30 pm (Paris time), on first notice, at the Palais des Congrès (Amphithéâtre Havane) in Paris, France. The strong potential of Nexans is confirmed. As a player in energy transition, the Group is well positioned to rise to the major global challenges of the 21st century markets in terms of urbanization development, industrialization of emerging countries, mobility of people and goods and exponential growth of data transmissions. Nexans transformation is gaining pace and delivering the expected results. In 2016, the second year of the Nexans in Motion plan, the Group has returned to positive net results due to the relevance of the strategic initiatives adopted and the effectiveness of their implementation under the leadership of Arnaud Poupart -Lafarge and the mobilization of all teams. Thus, in accordance with its commitments, the Board of Directors proposes to the Annual General Meeting the distribution of a dividend of 0.50 per share. The efforts should now be maintained to achieve the objectives we have set ourselves and making Nexans the benchmark of the cable industry. The Annual General Meeting is a privileged occasion for Nexans and its Shareholders to meet and dialogue. This annual meeting will give you, notably, the opportunity to take part in major decisions concerning your Group by voting the proposed resolutions. This is why we strongly hope that you will be able to attend the meeting personally. However, if you are unable to be present you have the possibility to vote by mail or give a proxy to the Chairman of the Annual General Meeting or any other duly authorized person. The meeting will be broadcast on the website, in French and with simultaneous interpretation into English. In the following pages, you will find all the practical terms and conditions of participation in the Annual General Meeting. I want to thank you for your trust and loyalty, and look forward to seeing you on May 11. Georges Chodron de Courcel Chairman of the Board of Directors 3

4 Agenda of the Shareholders Meeting Ordinary Shareholders Meeting 1. Approval of the Company s financial statements and transactions for the fiscal year ended on December 31, 2016 Management Report 2. Approval of the consolidated financial statements for the fiscal year ended on December 31, Allocation of income for the fiscal year ended on December 31, 2016 and dividend 4. Renewal of Andrόnico Luksic Craig as Director 5. Renewal of Francisco Pérez Mackenna as Director 6. Appointment of Marc Grynberg as Director 7. Approval of the principles and criteria for deciding fixed, variable and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chairman of the Board of Directors 8. Approval of the principles and criteria for deciding fixed, variable and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chief Executive Officer 9. Consultative vote on the items of compensation owed or granted to Frédéric Vincent, Chairman of the Board of Directors, for the fiscal year ended December 31, 2016, up until March 31, Consultative vote on the items of compensation owed or granted to Georges Chodron de Courcel, Chairman of the Board of Directors, for the fiscal year ended on December 31, 2016, as from March 31, Consultative vote on the items of compensation owed or granted to the Chief Executive Officer for the fiscal year ended on December 31, Authorization to be granted to the Board of Directors to carry out transactions involving Company shares Extraordinary Shareholders Meeting 13. Authorization to be granted to the Board of Directors for the purpose of reducing the Company s share capital via the cancellation of own shares 14. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of increasing the share capital, with shareholders preferential subscription rights, via the issuance of ordinary shares of the Company and of securities granting rights to other Company equity securities to be issued or granting the right to the allocation of debt securities, in an amount not to exceed the par value of 14 million 15. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the share capital via the capitalization of premiums, reserves, profits or other sums, the capitalization of which would be limited to a par value of 14 million 16. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding on the issuance without shareholders preferential subscription rights of ordinary Company shares and securities representing debt securities granting rights to equity securities of the Company to be issued, or of authorizing the issuance of any securities granting rights by any means to the grant of Company equity securities by companies in which it directly or indirectly holds more than half of the share capital, via a public offering, and within a limit not to exceed a par value of 4,342,000, a subceiling shared by the 17 th, 18 th and 19 th resolutions 17. Delegation of the authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding on the issuance without shareholders preferential subscription rights of ordinary Company shares and securities representing debt securities granting rights to equity securities of the Company equity securities by companies in which it directly or indirectly holds more than half of the share capital, via a public offering, and within a limit not to exceed a par value of 4,342,000, a subceiling shared by the 16 th, 18 th and 19 th resolutions 4

5 18. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the number of securities to be issued in the event of a share capital increase with or without shareholders preferential subscription rights, within a limit not to exceed 15% of the initial amount of the issuance, and up to the limit of the aggregate ceiling set pursuant to the 14 th Resolution and of the shared subceiling set pursuant to the terms of the 16 th, 17 th and 19 th resolutions 19. Delegation of power granted to the Board of Directors for a 26 month-period, for the purpose of issuing ordinary Company shares or securities granting rights to Company equity securities to be issued in consideration of contributions in kind comprised of shares or equity securities granting rights to the share capital, within a limit not to exceed a par value of 4,342,000, which corresponds to the shared subceiling set with respect to the 16 th, 17 th and 18 th resolutions 20. Delegation of authority to be granted to the Board of Directors for an 18 month-period, for the purpose of deciding to increase the share capital via the issuance of shares and securities granting acess to the share capital, and reserved for members of savings plans, without shareholders preferential subscription rights, for the benefit of said-members, and within a limit not to exceed a par value of 400, Delegation of authority to be granted to the Board of Directors for an 18 month-period, for the purpose of carrying out a share capital increase reserved for a category of beneficiaries, allowing for an employee shareholding plan to be offered to employees of certain foreign Group subsidiaries, under conditions comparable to those provided for in the 20 th Resolution of this General Shareholders Meeting, without shareholders preferential subscription rights, for the benefit of said category of beneficiaries, and within a limit not to exceed a par value of 100, Authorization to be granted to the Board of Directors for a 12 month-period beginning on January 1 st, 2018, for the purpose of granting existing or newly issued free shares to employees and corporate officers of the Group, or to some of them, in 2018, subject to the satisfaction of the performance conditions set by the Board, and in an amount not to exceed the par value of 300,000, without shareholders preferential subscription rights 23. Authorization to be granted to the Board of Directors for a 12 month-period beginning on January 1 st, 2018 for the purpose of granting existing or newly issued free shares to employees, or to some of them in 2018, and in an amount no to exceed the par value of 50,000, without shareholders preferential subscription rights 24. Adding Article 12 ter to the Company s By-Laws in order to ensure that employees are represented on the Board of Directors Ordinary Shareholders Meeting 25. Approval of the change in registered office 26. Powers to complete legal formalities 5

6 How to participate to the Meeting? GENERAL CONDITIONS FORMALITIES All shareholders are entitled to attend shareholders meetings provided that they can provide proof of their identity and of their ownership of shares. However, to be allowed to attend the Shareholders Meeting, the shareholders will have to justify of their quality through registration of their shares in a share account in their name (or in the name of their financial intermediary) at least 2 business days before the Meeting, namely by Tuesday 9 May 2017 at 0 a.m. Paris time (hereafter referred to as D-2 ): - Shareholders holding their share in registered form must thus be registered in a registered shareholders account maintained for the company by its representative, Société Générale (French bank), at D-2 ; - Shareholders holding their shares in bearer form who want to participate to the Shareholders Meeting, have to send back, as soon as possible, to their financial intermediary who maintains the bearer shareholders' account, the voting form duly completed and signed (ticking the box A request for an admission card). The financial intermediary will send such form to Société Générale together with a share certificate (certificate de participation). If a bearer shareholder who wishes to participate in person at a Shareholders' Meeting has not received his or her admission card by Tuesday 9 May 2017, he or she must obtain from his or her financial intermediary a certificate of participation confirming that he or she was a shareholder on D-2, which certificate will allow him or her to gain admission to the Shareholders' Meeting. Voting rights - Subject to applicable law and the articles of incorporation of Nexans, each person attending the Shareholders Meeting has the number of voting rights corresponding to the number of shares that he/she holds or represents. Limitations on voting rights - In accordance with Article 21 of the bylaws, a shareholder may not exercise more than 20% of the voting rights attached to the shares of all shareholders present or represented at extraordinary shareholders meetings when voting on resolutions relating to strategic transactions (such as mergers or major acquisitions). Recommendations for shareholders attending the Shareholders Meeting The meeting of 11 may 2017 will start at 2:30 p.m. sharp so you are kindly requested to: - Make sure you have your admission card with you and go to the welcome desk before the meeting is due to start to sign the attendance register. You are advised to arrive one hour before the start of the meeting to leave you time to complete all the necessary formalities. - Take with you into the meeting room the command box for the electronic vote, which was given to you when you signed the attendance register. - Follow the instructions given during the meeting for voting. 6

7 METHODS OF PARTICIPATION Nexans hopes that as a shareholder of the company, you will be able to attend the annual Shareholders Meeting personally. To gain entry to the meeting, you will need to obtain an admission card. If you are unable to attend the meeting personally, you may nevertheless vote on the resolutions either by appointing a proxy or by sending a postal vote. In all cases, you have to return the voting and attendance instruction form attached to the present notice. You will find below the relevant information and instructions regarding each of these methods for participating in the annual Shareholders Meeting. 1. Attending personally To gain entry to the meeting and vote, you will need to obtain an admission card, which will be provided to you on request. Tick box A at the top of the attached instruction form. Date and sign at the bottom of the form. Return the form as soon as possible so as to receive your admission card in sufficient time, either: - if you are a registered shareholder, in the enclosed pre-paid envelope; - if you are a bearer shareholder, to the financial intermediary where your share account is maintained. 2. By proxy If you are unable to attend the Shareholders Meeting personally, you may choose between the 2 following alternatives: to appoint the Chairman as your representative - Tick box I hereby give my proxy to the Chairman of the meeting - Date and sign at the bottom of the form. - Return the form as soon as possible to your financial intermediary if you are a bearer shareholder or to Société Générale in the enclosed pre-paid envelope if you are a registered shareholder. to appoint a mentioned person (individual or legal entity) - Tick box I hereby appoint. / Je donne pouvoir à providing all the requested information (Corporate name/name, forename and address of your proxy). - Date and sign at the bottom of the form. - Give the form to your proxy, or return it to your financial intermediary if you are a bearer shareholder or to Société Générale in the enclosed pre-paid envelope if you are a registered shareholder. In accordance with the provisions of article R of the French Commercial Code, the notification of the appointment or withdrawal of a proxy can also be made via electronic mail under the following conditions: 7

8 For registered shareholders (actionnaire au nominatif): send an bearing an electronic signature (obtained from a certifying authority, in accordance with applicable regulation) to the address mandataireag@nexans.com stating the following information: Nexans Shareholders Meeting as of May 11, 2017, their surname, first name and complete address and their Société Générale user ID for those whose shares are registered with Société Générale (information available on the top left-hand corner of their account statement) or for the others their user ID with their financial intermediary, the surname, first name and the complete address of the proxy appointed or withdrawn. For holders of bearer shares (actionnaire au porteur): Send an bearing an electronic signature (obtained from a certifying authority, in accordance with applicable regulation) to the address mandataireag@nexans.com stating the following information: Nexans Shareholders Meeting as of May 11, 2017, their surname, first name, complete address and complete bank details, together with the surname, first name and the complete address of the proxy appointed or withdrawn. Ask the financial intermediary responsible for managing their securities account to send a written confirmation to Société Générale, Service des Assemblées, (CS 30812, 32 rue du Champ de Tir, Nantes Cedex 03). For the appointment or withdrawal of proxies to be taken into account, duly signed and completed notifications must be received no later than Wednesday 10 th May, 2017 at 3 p.m. (Paris time). Furthermore, please note that the address mandataireag@nexans.com should only be used for requests to appoint/withdraw a proxy. Requests of any other nature cannot be processed. 3. By postal vote Tick box I vote by post / Je vote par correspondance. If you wish to vote against or abstain from one or several resolutions, shade in the appropriate boxes next to the resolutions that you are opposed to sign; do not forget to fill in the box relating to amendments to or new resolutions presented during the meeting, indicating your choice by shading in the appropriate boxes. Date and sign at the bottom of the form. Return the form as soon as possible to your financial intermediary if you are a bearer shareholder or to Société Générale in the enclosed pre-paid envelope if you are a registered shareholder. The form duly completed and signed must be sent as soon as possible to: - Shareholders holding their shares in registered form: Société Générale by using the enclosed pre-paid envelope. - Shareholders holding their shares in bearer form: to the financial intermediary at which your shares account is maintained. The financial intermediary will send such form to Société Générale together with a share certificate confirming that you are a Nexans Shareholder. In all cases (1, 2 or 3), the duly completed and signed form will have to be received by Société Générale, Service Assemblées, on Wednesday 10 th May, 2017 at 3 p.m. (Paris time), at the latest. Once a shareholder has voted by postal vote or sent a power of attorney or requested an admission card, he or she can no longer change their method of participation in the Meeting, but may sell all or part of his/her shares. 8

9 How to fill out the voting form? A. If you wish to attend the meeting in person: tick box A to receive your admission card B. If you do not wish to attend the meeting: tick one the three boxes below (1, 2 or 3) to appoint a proxy or vote by mail A B Whatever your choice, date and sign here Write your name, surname and adresse or check them If you wish to vote by mail: tick box 1 and follow the instructions. If you wish to appoint the Chairman of the meeting as your proxy: tick box 2. If you wish to appoint a third person to attend the meeting as your proxy: tick box 3 and fill in that person s name and address. Report of the Board of Directors on the draft resolutions 9

10 ORDINARY SHAREHOLDERS MEETING APPROVAL OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENT FOR THE FISCAL YEAR ENDED DECEMBER 31, ALLOCATION OF INCOME - DETERMINATION OF THE DIVIDEND (RESOLUTIONS 1 TO 3) The purpose of the first two resolutions is to submit the annual financial statements (1st Resolution) and the consolidated financial statements for the fiscal year ended December 31, 2016 (2nd Resolution) for your approval, which reveal profits of 7,013,177 and a net profit, Group share, of 61 million, respectively. The purpose of the 3rd Resolution is to determine the distribution of income of Nexans for It is proposed to distribute a dividend per share of The dividend will be detached on May 16, 2017 and paid starting on the 6th trading day following the date of the Shareholders Meeting, i.e. May 19, RENEWALS AND APPOINTMENTS OF DIRECTORS (RESOLUTIONS 4 TO 6) The purpose of the 4th and 5th resolutions is to renew the terms of office of both Andrónico Luksic Craig and Francisco Pérez Mackenna as directors of the Board of Directors for a four-year period, set to expire at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the fiscal year ending on December 31, Both of these directors are proposed by Invexans, principal shareholder. Under the terms of the 6th Resolution, you are asked to appoint Marc Grynberg as Director for a four-year period, set to expire at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the fiscal year ending on December 31, The Board of Directors nominated Marc Grynberg as Non-voting Director on January 18, Since that date, he has attended all Board of Directors meetings in an advisory capacity, with an attendance rate of 100%. His appointment would enable the Group to benefit from his experience as a manager of Umicore, a publicly traded company, and his international expertise in the industrial sector and, as a result, to be exposed to additional information and points of view. The Board of Directors, at its meeting date January 18, 2017, reviewed Marc Grynberg s independence status relative to the AFEP-MEDEF Code s independence criteria, and concluded that he could be qualified as independent based on the absence of any significant business relationship between Nexans and Umicore. A presentation of the three candidates can be found in the Appendix to this Report. The renewals of the corporate mandates of both Andrónico Luksic Craig and Francisco Pérez Mackenna, and the appointment of Marc Grynberg, would enable the Company to maintain the Board s independence rate at a level that exceeds the 50% mark suggested under the terms of the AFEP-MEDEF Code for companies with widely dispersed shareholding (sociétés à capital dispersé) 1. If the Shareholders Meeting votes in favor of these renewals and this appointment, the Board would be comprised of 12 directors at the end of the General Shareholders Meeting. Among these directors, at the Board of Directors meeting dated January 18, 2017, six were qualified as independent: Cyrille Duval, Marc Grynberg, Philippe Joubert, Véronique Guillot-Pelpel, Colette Lewiner and Kathleen Wantz-O Rourke, corresponding to an independence rate of over 54.5%, which exceeds the 50% mark suggested under the terms of the AFEP-MEDEF Code for companies with widely dispersed shareholding (sociétés à capital dispersé) 2. In addition, the proportion of women serving on the Board of Directors would be maintained at over 41% 1 Independence rate calculated without taking into account directors who are employee shareholders, in accordance with Recommendation 8.3 of the AFEP-MEDEF Code, as amended in November Independence rate calculated without taking into account directors who are employee shareholders, in accordance with Recommendation 8.3 of the AFEP-MEDEF Code, as amended in November

11 Lastly, these renewals and this appointment would preserve staggered terms of office, which would be the following: GM 2018 Véronique Guillot-Pelpel, Philippe Joubert, Fanny Letier 1 GM 2019 Georges Chodron de Courcel, Cyrille Duval, Hubert Porte 2 GM 2020 Colette Lewiner, Kathleen Wantz-O Rourke, and Marie-Cécile de Fougières 3 GM 2021 Marc Grynberg, Francisco Pérez Mackenna 2, Andrónico Luksic Craig 2 Approval of the principles and criteria for deciding fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to executive directors (Resolutions 7 and 8) In accordance with the new provisions of Article L of the French Commercial Code, shareholders are invited to approve the principles and the criteria for deciding fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds granted to executive directors of Nexans in the 2017 fiscal year. The 7th Resolution concerns the compensation policy applicable to the Chairman of the Board of Directors, which includes a fixed amount and no other item of compensation or benefit of any kind. In order to suggest a compensation structure for the Chairman of the Board of Directors, the Appointments, Compensation, and Corporate Governance Committee relies on the studies of external consultants disclosing the market practices of comparable companies. It also takes into account the specific duties assigned to the Chairman of the Board, as they are described in the Internal Regulations available at The 8th Resolution concerns the compensation policy applicable to the Chief Executive Officer, which includes fixed and variable components, and long-term compensation in the form of performance shares, as well as a benefit in kind (company car). In addition, the Chief Executive Officer benefits from entitlements authorized by the Board of Directors and subject to the approval of the Annual Ordinary Shareholders Meeting in accordance with the provisions of Article L of the French Commercial Code: severance compensation, non-compete compensation, a supplemental defined benefit pension plan, and an occupational and disability insurance scheme (régime de prévoyance et couverture contre le risque de perte d emploi). The Appointments, Compensation, and Corporate Governance Committee offers its opinion to the Board of Directors regarding the compensation to be paid to the Chief Executive Officer, while ensuring consistency between the rules for deciding said compensation and the annual assessment of individual performances, which it compares with the company s performance. It also makes sure that the objectives are well aligned with the medium term strategy, the interests of shareholders, and the changes in the AFEP-MEDEF Code. In order to establish the structure of this compensation, the Committee relies on the studies of external consultants disclosing the market practices of comparable companies. The Committee ensures that each of the items included in the compensation is not disproportionate and reviews the overall compensation by taking into account all of its components: fixed, variable, long term compensation in the form of securities, supplemental pension plan, and benefits of all kinds. All of the elements discussed in the 7th and 8th resolutions are described in the report included in section of the 2016 Registration Document. 1 Proposed by BPIFrance Participations shareholder 2 Proposed by Invexans, pincipal shareholder 3 Director representing employee shareholders 11

12 Consultative vote on the items of compensation due or granted, with respect to the 2016 fiscal year, to Frédéric Vincent, Chairman of the Board of Directors, until March 31, 2016 (Resolution 9) In accordance with the recommendations of the November 2016 edition of the AFEP-MEDEF Code, which the Company follows, the 9th Resolution aims to subject the items of compensation due or granted to Frédéric Vincent, Chairman of the Board of Directors until March 31, 2016, to a General Shareholders Meeting consultative vote. The shareholders consultative vote is therefore requested with respect to the following items of compensation, due or granted with respect to 2016: fixed compensation, directors fees, and benefit in kind. These items comply with the recommendations made in the AFEP-MEDEF Code, described in the Company's 2016 Registration document, Section (Compensation paid to Frédéric Vincent, Chairman of the Board of Directors until March 31, 2016), and reiterated in the summary table below: Items of Compensation Amounts or book value of the items of compensation due or granted for the 2016 fiscal year and subject to a consultative vote Comments and explanations Fixed compensation 130,000 Gross amount, pre tax and social security charges Director s fees 15,232 The Board of Directors had defined the terms and conditions governing the distribution of Director s fees in the following way, applicable until the Shareholders Meeting dated May 12, 2016: - every Director, including the Chairman, and except for the representative of employee shareholders, received a fixed 20,000 fee; - every Director, including the Chairman, received an additional 2,000 for each Board meeting he or she attended, capped at 14,000 per Director; Valuation of the benefits of all kinds 1,518 Frédéric Vincent used a Company car. Frédéric Vincent did not receive any variable compensation, deferred variable compensation, long-term compensation, or exceptional compensation for the 2016 fiscal year. At the Board of Director s meeting dated February 17, 2016, Frédéric Vincent announced his decision to retire and, as a result, leave his positions as Chairman and Director on Nexans Board of Directors, effective March 31, Under these conditions, and since voluntary retirement is not considered forced retirement, the Board of Directors officially acknowledged the lack of any severance compensation to be paid to Frédéric Vincent (see table below). In accordance with the provisions of the AFEP-MEDEF Code, the Board of Directors decided to waive the non-compete commitment and, therefore, opted not to pay any non-compete compensation to Frédéric Vincent (see table below). The Board of Directors also officially acknowledged that Frédéric Vincent benefited from a supplemental defined benefit pension plan implemented by Nexans and offered to certain employees and corporate officers (see table below). Frédéric Vincent decided to waive all of his rights to exercise stock options and to benefit from non-vested performance shares, the value of which, as of February 1st, 2016, was over 2.16 million euros 1. 1 Valuation completed by independent actuaries in accordance with IFRS 2 and the method retained in the consolidated financial statements, based on a share price valuation as of 02/01/16 12

13 At its meeting dated July 24, 2014, the Board of Directors decided to grant the following items of compensation, approved by the Shareholders Meeting dated May 5, 2015, and that expired on March 31, Items of compensation Amounts or book value, as of December 31, 2016, of the items of compensation subject to a consultative vote Comments and explanations Severance Payment Non-compete indemnity 0 As Chairman of the Board of Directors, Frédéric Vincent was eligible for a severance payment, the details of which are available at under Finance/Corporate Governance/Compensation of executive directors The payment of this severance indemnity was subject to a forced departure related to a change in control or corporate strategy. Since voluntary retirement is not considered forced departure, the Board of Directors, at its meeting dated February 17, 2016, officially acknowledged the lack of any severance compensation to be paid to Frédéric Vincent. 0 Frédéric Vincent undertook not to engage, either directly or indirectly, and for a two-year period as from the termination of his term of office as Chairman of the Board of the Directors, regardless of the reason for said termination, in any activities that compete with the Company s business. In consideration, Frédéric Vincent was eligible to receive a non-compete indemnity equal to one year of total compensation (fixed and variable portions), in other words, twelve times the amount of the most recent monthly compensation (fixed portion) payable to him for the month preceding that in which the departure occurs, plus an amount equal to the most recent par bonus rate applied to his most recent monthly compensation (fixed portion) over the same period, paid in the form of 24 consecutive monthly payments of equal value. In accordance with the provisions of Article of the AFEP-MEDEF Code, the Board of Directors, at its meeting dated February 17, 2016, decided to waive the non-compete commitment and, therefore, opted not to pay any non-compete compensation to Frédéric Vincent. Occupational Insurance Schemes and Healthcare Supplemental pension plan 0 Until his departure on March 31, 2016, Frédéric Vincent benefitted from the collective occupational insurance scheme (covering death, permanent and temporary disability, and medical costs) available to Company employees. 0 In accordance with the authorization granted by the Board of Directors at its meeting dated April 3, 2009 and the approval of the General Shareholders Meeting pursuant to the terms of the latter s 4th Resolution, Frédéric Vincent, as Chairman and Chief Executive Officer, benefited from a supplemental defined benefit pension plan (Article 39 of the French General Tax Code) established by the Group for the benefit of certain employees and corporate officers. Frédéric Vincent continued to benefit from this regime in the context of his mandate as Chairman of the Board of Directors, following the Board of Directors decision dated July 24, 2014, and the General Shareholders Meeting s approval dated May 5, Pursuant to this scheme, the amount of the gross annual annuity paid to Frédéric Vincent since he retired is equal to approximately 300,

14 Consultative vote on the items of compensation due or granted, with respect to the 2016 fiscal year, to Georges Chodron de Courcel, Chairman of the Board of Directors, as from March 31, 2016 (Resolution 10) In accordance with the recommendations of the November 2016 edition of the AFEP-MEDEF Code, which the Company follows, the 10th Resolution aims to subject the items of compensation due or granted to Georges Chodron de Courcel, Chairman of the Board of Directors as from the evening of March 31, 2016, to a General Shareholders Meeting consultative vote. The shareholders consultative vote is therefore requested with respect to the 2016 fixed compensation of Georges Chodron de Courcel as from the evening of March 31, These items comply with the recommendations made in the AFEP-MEDEF Code, described in the Company's 2016 Registration document, Section (Compensation paid to Georges Chodron de Courcel, Chairman of the Board of Directors as from March 31, 2016), and reiterated in the summary table below: Items of Compensation Amounts or book value of the items of compensation due or granted for the 2016 fiscal year and subject to a consultative vote Comments and explanations Fixed compensation 187,500 Gross amount, pre tax and social security charges. In addition, Georges Chodron de Courcel also received 33,232 in attendance fees as Director and Chairman of the Accounts and Audit Committee prior to the evening of March 31, Inded, the Board of Directors had defined the terms and conditions governing the distribution of attendance fees in the following way: - every Director received a fixed amount of 20,000, - every Director received an additional 2,000 for each Board meeting he or she attends, capped at 14,000 per Director, - the Chairman of the Accounts and Audit Committee received 6,000 per meeting, capped at 24,000 per year. Since his appointment on the evening of March 31, 2016, the Chairman of the Board no longer receives any attendance fees. In accordance with the compensation policy applicable to non-executive directors and subject to a shareholder vote under the terms of the 7th Resolution, Georges Chodron de Courcel was not paid any variable, deferred variable, long term, or exceptional compensation for He did not receive any other benefits. 14

15 Consultative vote on the items of compensation due or granted, with respect to the 2016 fiscal year, to Arnaud Poupart-Lafarge, Chief Executive Officer (Resolution 11) In accordance with the recommendations of the November 2016 edition of the AFEP-MEDEF Code, which the Company follows, the 11th Resolution requires a consultative vote regarding the items of compensation due or granted to Arnaud Poupart-Lafarge for the 2016 fiscal year, for his duties as Chief Executive Officer. The shareholders consultative vote is therefore requested with respect to the following items of compensation, due or granted with respect to 2016: fixed, annual variable, and long term variable compensation, benefit in kind, and performance shares. These items comply with the recommendations made in the AFEP-MEDEF Code, described in the Company's 2016 Registration document, Section (Compensation paid to Arnaud Poupart-Lafarge, Chief Executive Officer), and reiterated in the summary table below: Items of compensation Fixed compensation Amounts or book value of the items of compensation due or granted for the 2016 fiscal year and subject to consultative vote 700,000 Comments and explanations Gross amount, pre tax and social security charges. The amount of fixed compensation has not changed since the October 1, 2014 split in the functions of Chairman and Chief Executive Officer. Annual variable compensation 868,630 The variable portion of the compensation for 2016, which is paid in 2017, could vary between 0% and 150% of the fixed portion of the compensation. Collective objectives, which are the same objectives applicable to other senior managers of the Group, count for 70% of the allocation and include three financial objectives, the relative weights of which are: (1) operating margin: 40%, (2) ROCE: 40% and (3) free cash flow: 20% In strict compliance with the extent to which these objectives have been attained: - The success rate of the operating margin is 75.7% of the maximum, this indicator having increased compared to 2015 at a constant exchange rate. - The success rate for the Return on Capital Employed (ROCE), which is equal to 92.9% of the maximum, reflects an improvement in this indicator compared to The success rate of Free Cash Flow is 100% of the maximum, with the amount thereof being 414 million. Based on the above, the collective portion amounts to 642,880 of a potential 735,000 maximum, or 87.5% of the maximum amount. Individual objectives account for the remaining 30% of the allocation and are based on specific predetermined objectives pertaining, among other things, to the implementation of the strategic plan, the acceleration of the Group s growth, the consideration of risk management and RSE challenges, and the improvement of the Group s financial structure. The amount of this variable portion totals 225,750 (of a potential 315,000 maximum, or 71.6% of the maximum amount). Therefore, the total amount of variable compensation paid to Arnaud Poupart- Lafarge is equal to 868,630, or 82.7% of the maximum amount. 15

16 Deferred variable compensation granted in 2014 as Chief Operating Officer prior to October 1, 2014 Stock options, performance shares, or any other long-term compensation component 66,000 Arnaud Poupart-Lafarge, in his capacity as Chief Operating Officer prior to October 1, 2014, had received a sum of deferred variable compensation in 2014, the cash portion s target value of which had been set at 20% of his annual fixed compensation as of July 1, 2014, or 110,000. The payment of this compensation in February 2017 was subject to continued employment and economic performance conditions, which consisted in measuring the level of attainment as of the end of 2016 of the two economic indicators of Long-term Compensation Plan No. 13 dated July 24, These economic performance conditions are the same as those applicable to his grant of performance shares under this plan, as authorized by the Shareholders Meeting dated May 12, 2014, the maximum vested amount of which is equal to 24,000 shares The General Shareholders Meeting, convened on May 5, 2015, took a consultative vote in favor of this long term maximum cash bonus of 110,000. At its meeting dated February 8, 2017, the Board of Directors officially acknowledged that the level of attainment of the economic performance criteria by the end of 2016 was the following: - ratio of the operating margin to metal sales at constant prices of metal is equal to 50%, and - ROCE was equal to 70%.the partial completion of the economic performance conditions. As a result, the cash compensation paid to Arnaud Poupart-Lafarge is equal to 60% of the target value, or 66,000. A maximum number of 27,000 performance shares valued at 948,510 At its meeting dated May 12, 2016, the Board of Directors made use of the 11th Resolution approved by the Shareholders' Meeting dated May 12, 2016 and decided to grant the Chief Executive Officer 27,000 performance shares, the effective vesting of which depends on the level of attainment of the plan s performance conditions. The definitive vesting of the performance shares granted under Plan No. 16 dated May 12, 2016 will be subject to continued employment within the Company as well as stringent performance conditions, each of which is measured over a 3-year period. The performance conditions are split into two segments: stock market performance and economic performance. The vesting of one half of the performance shares granted will be subject to a stock market performance condition consisting in measuring the TSR (total shareholder return) of Nexans and comparing it to the TSR of a reference panel comprised of the following 11 companies: Alstom, Legrand, Prysmian, Rexel, ABB, Schneider Electric, Saint Gobain, Leoni, NKT, General Electric, and Siemens. Exceptionally, the Board of Directors will have the ability to revise this panel during the evaluation period in the event that some of these companies disappear or consolidate with other companies. Over the period in question, the TSR corresponds to the growth of the share price plus the dividend per share. The growth of the share price is assessed by considering the average of the opening prices of the share during the 3 months preceding the grant and the average of the 3 months preceding the final date of the performance evaluation period. In addition, the dividend per share is equal to the sum of the dividends paid out per share (of Nexans or a company in the panel) during the 3-year performance evaluation period. The TSR thus calculated will be compared with the TSR for the panel over the same period, resulting in a overall ranking of Nexans and the companies in the panel. Performance achieved by Nexans relative to the Panel s TSR Percentage of definitively vested shares with respect to this condition 90% and < 100% 100% 80% and < 90% 90% 70% and < 80% 80% 60% and < 70% 70% 50% and < 60% 60% 40% and < 50% 50% The other half of the granted performance shares shall be subject to an economic performance condition applied to 50% of the shares granted and consisting in measuring, for the 2018 fiscal year, the level of attainment of the ratio of the operating margin to metal sales, at constant prices of metal and, for the 2018 fiscal year, the return on capital employed at year-end, it being specified that the degree to which these conditions are met will each count for half of the granted shares associated with the satisfaction of the economic condition. 16

17 Ratio of the Operating Margin to Metal Sales at Constant Prices at year-end 2018 Percentage of definitively vested shares with respect to this condition 6% 100% 5.8% and < 6% 90% 5.6% and < 5.8% 80% 5.4% and < 5.6% 70% 5.2% and < 5.4% 60% 5% and < 5.2% 50% < 5% 0 Group Return on Capital Employed at year-end 2018 Percentage of definitively vested shares with respect to this condition 13.5% 100% 13.3% and < 13.5% 90% 13.1% and < 13.3% 80% 12.9% and < 13.1% 70% 12.7% and < 12.9% 60% 12.5% and < 12.7% 50% < 12.5% 0 The performance shares allocated to Arnaud Poupart-Lafarge with respect to Plan No. 16 dated May 12, 2016 represent approximately 0.06% of the share capital of Nexans as of December 31, 2016 or 43,411,421 shares. In addition, the portion reserved for him represents 8% of the 330,000 maximum number of performance shares that can be granted under Performance Share Plan No. 16. Valuation of the benefits of all kinds In compliance with the Group's long-term compensation policy, no stock options were granted to Arnaud Poupart-Lafarge in the 2016 fiscal year 4,200 Arnaud Poupart-Lafarge used a company car Arnaud Poupart-Lafarge was not paid any deferred variable compensation, any exceptional compensation, or any director s fees for the 2016 fiscal year. In addition, at its meeting dated July 24, 2014, the Board of Directors decided to grant the following items of compensation, approved by the Shareholders Meeting dated May 5, A detailed description of these items can be found in the 2016 Registration Document, section (Compensation paid to Arnaud Poupart- Lafarge, Chief Executive Officer): Items of compensation Severance Payment Amounts or book value, as of December 31, 2016, of the items of compensation subject to a consultative vote Comments and explanations 0 As from October 1st, 2014, as Chief Executive Officer Arnaud Poupart-Lafarge is eligible for a severance payment. The payment of this indemnity can only take place in the event of a forced departure related to a change in control or corporate strategy (the latter of which is always assumed as applicable unless the Board of Directors decides otherwise, particularly in the case of serious misconduct), and before the Board assesses compliance with the performance conditions. The severance payment would be equal to two years of total compensation, that is, 24 times the amount of the last monthly base compensation plus an amount equal to the par bonus rate times the last monthly base compensation. The severance payment would be subject to three performance conditions, each of which was to be assessed over a 3-year period: (1) A stock market performance condition consisting of measuring the change in price of the Nexans share relative to the SBF 120 index (or any other equivalent index that may replace it) over a 3-year period, the last recorded value of the index being the date of the forced 17

18 Non-compete indemnity departure. This condition will be deemed fulfilled if, during the 60-day period ending on the date of the forced departure, the average ratio of the Nexans share price relative to the SBF 120 index (closing price) is at least equal to 50% of that same average, calculated during the 60- day period ending 3 years before the forced departure date; (2) A financial performance condition related to the level of attainment of the annual objective set by the Group with regard to the operating margin. This condition will be deemed fulfilled if the average rate of attainment of the Group's annual operating margin objectives during the three calendar years preceding the Forced Departure is at least equal to 50%; (3) A financial performance condition related to "Free Cash Flow, which will be deemed met if "Free Cash Flow" is positive for each of the three calendar years preceding the Forced Departure date. The "Free Cash Flow" corresponds to the EBITDA less CAPEX less change in the average working capital for the current and previous years. The amount of the severance payment will be determined based on the following terms and conditions: (i) 100% of the indemnity is due if at least 2 of the 3 conditions are fulfilled, (ii) 50% of the indemnity is due if one of the three conditions is fulfilled; (iii) no indemnity is due if none of the conditions are fulfilled. The Appointments, Compensation, and Corporate Governance Committee will officially acknowledge the level of attainment of these conditions. The sum payable with respect to the severance payment is to be paid as a single lump sum no later than one month following the Board of Directors assessment of compliance with the conditions governing severance payments. In compliance with the compensation policy of executive directors, the severance payment cannot exceed two years of actual compensation (including fixed and variable). 0 In consideration of the commitment to refrain from engaging in a business activity that directly or indirectly competes with that of the Company for a twoyear period following the termination of his term in office as Chief Executive Officer, regardless of the reason for said termination, Arnaud Poupart-Lafarge will be eligible to receive a non-compete indemnity equal to one year of total compensation, in other words, 12 times the amount of the last monthly compensation (the fixed portion) plus an amount equal to the par bonus rate times his last base monthly compensation paid in the form of 24 equal consecutive monthly payments. The Board of Directors will decide, in the case of a departure, whether or not to enforce the non-compete agreement and can waive it (in which case, the indemnity is not due). In compliance with the provisions of the Board of Directors Internal Rules, both termination indemnities in other words, the severance payment and the noncompete indemnity cannot exceed two years of actual compensation (fixed and variable). Occupational Insurance Schemes and Healthcare 0 Mr. Arnaud Poupart-Lafarge benefits from the collective occupational insurance scheme (covering death, permanent and temporary disability) and healthcare under the same terms and conditions as Nexans employees. 18

19 Unemployment insurance plan Supplemental pension plan 0 Mr. Arnaud Poupart-Lafarge has coverage for loss of employment, acquired from an insurance agency, guaranteeing him, in case of an involuntary loss of professional activity, daily indemnities in the amount of 55% of 1/365th of tranches A, B, and C of his professional income for the fiscal year preceding his departure, applicable for a twelve-month period following the loss of employment. The annual amount paid by the Company in 2016 is 12, Arnaud Poupart-Lafarge benefits from the defined benefit pension plan (Article 39 of the French General Tax Code) established by the Group for the benefit of certain employees and corporate officers. The rules of this defined benefit pension plan were adopted in 2004 and amended in 2008 by the Board of Directors. Based on the group s desire to comply with the regulatory changes applicable to pension plans, the Board of Directors, at its meeting dated November 23, 2016, authorized the modification of this regime. The modifications are the following: - The retirement age was increased from 60 to 62 and rights are frozen past the age of 62; - A ceiling on the amount of the annuity is set at 8 times the Social Security ceiling, corresponding to 309,000 in 2016; - A reduction in the reversion tax rate from 100% to 60%. In order to be eligible for this defined benefit pension plan, the rules require the beneficiary to retire while still an employee of the Company. The beneficiary must also prove that he or she has at least 5 years seniority within the Group, has reached at least the age of 62, and has obtained the liquidation of his or her base and supplemental pension plans. This plan provides for the payment of an additional pension amount, corresponding to 10% of the reference income (average of the sum of the fixed and variable compensation and benefits paid over the 3 years prior to retirement), plus 1.70% of the D Tranche per year of seniority. The life annuity, up to 60% of which is reversible, is based on the average annual compensation paid in the final three years. This supplemental pension is additonal to the mandatory and supplemental base plans and cannot lead to a pension that is lower than 30% of the reference income, which takes into account all mandatory pension plans; it shall, therefore, complement the mandatory and supplemental plans in the amount of at least 30% of the reference income; the additional amount alone cannot exceed 30% of the reference income, in other words below the 45% limit set forth in the AFEP- MEDEF Code. The entitlements derived from the supplemental pension plan are financed through quarterly contributions paid by Nexans to an insurer, in order to build a dedicated fund, from which are withdrawn, gradually as beneficiaries go on retirement, the amounts of capital necessary for servicing retired beneficiaries annuities. The amount of the gross annual annuity to be paid to Arnaud Poupart-Lafarge is equal to an estimated 175,500, it being specified that this amount is calculated as if Arnaud Poupart-Lafarge could benefit from the annuity as from January 1st, 2017, and while disregarding the fact that the continued employment condition, retirement age requirement, retirement while employed at the Company requirement, and the confirmation of the liquidation of base and supplemental pension plans are not yet satisfied. The pension plan was closed to all new beneficiaries in Beneficiaries are members of the previous Executive Committee of the Nexans Group. 19