Notice. Mixed Shareholders Meeting (Ordinary and Extraordinary) May 15, 2012 at 3 p.m.

Transcription

1 Notice Mixed Shareholders Meeting (Ordinary and Extraordinary) May 15, 2012 at 3 p.m. Louvre Museum Auditorium Paris (France) (Entrance by the Louvre Pyramid)

2 Shareholders Information Shareholders toll-free number: (calls from France) Investor Relations Tel.: investor.relation@nexans.com 02 // Notice - Mixed Shareholders Meeting May 15, 2012

3 SOMMAIRE Chairman s message...04 Agenda of the Shareholders Meeting...05 How to participate to the Meeting? How to fill out the voting form?...08 Report of the Board of Directors on the draft resolutions Draft resolutions...22 Presentation of candidates to the Board of Directors...42 Presentation of the Board of Directors and the Committees...44 Overview of 2011 financial year...46 Company s financial results for the last 5 financial years...49 Information request form...51 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 Mixed Shareholders Meeting May 15, Notice // 03

4 Chairman s message Dear Shareholder, This year our Group has implemented a raft of initiatives I would be very pleased if you could participate to the Mixed Shareholders Meeting which will be held on Tuesday May 15, 2012 starting at 3:00 pm (Paris time), on first notice, at the Louvre Museum Auditorium in Paris. This year our Group has implemented a raft of initiatives such as the creation of a joint venture in Morocco with Alstom for the rail market; we have strengthen our activity in China to serve the world s leading energy infrastructure market; and we are going to create a dedicated extra-high voltage plant, in the United States for which demand is expected to double by In 2011, we experienced a very dynamic recovery at the start of the year and our activities continued to grow in the third and fourth quarters, we thus realize performance in conformity with our guidelines. We will strive to continue our development in The Shareholders Meeting is a privileged occasion for Nexans and its Shareholders to meet and dialogue in particular about the results and realizations of the Group, a worldwide expert in the cable industry. This annual meeting offers you, notably, the opportunity to vote on the proposed resolutions. During the 2012 Shareholders Meeting we will propose to renew the mandates of three directors, including my mandate; and given the share of employees in the Company s capital, it is also proposed that you appoint a director representing the employees shareholders. A presentation of candidates is provided in this notice. For all these reasons, we strongly hope that you will be able to attend this coming Shareholders 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 Shareholders Meeting or any other duly authorized person. The meeting will be broadcast live, in full, on the web site, in French and with simultaneous interpretation into. In the following pages, you will find all the practical terms and conditions of participation in the Shareholders Meeting. I want to thank you for your trust and loyalty, and look forward to seeing you on May 15. Frédéric Vincent Chairman and Chief Executive Officer 04 // Notice - Mixed Shareholders Meeting May 15, 2012

5 Agenda of the Shareholders Meeting Ordinary session 1. Approval of the Company s financial statements for the year ended on December 31, 2011 Board of Director s management report Discharge of the Directors 2. Approval of the consolidated financial statements for the year ended on December 31, Allocation of income and payment of dividend 4. Renewal of Mr. Frédéric Vincent s mandate as member of the Board of Directors 5. Renewal of Mrs. Colette Lewiner s mandate as member of the Board of Directors 6. Renewal of Mr. Guillermo Luksic Craig s mandate as member of the Board of Directors 7. Appointment of Mrs. Lena Wujek as director representing the employees shareholders 8. Approval of related-party commitments in respect of the retirement and pension plans subscribed in favor of Mr. Frédéric Vincent, Chief Executive Officer of the Company 9. Approval of related-party commitments in respect of the termination indemnity and non-compete indemnity undertaken in favor of Mr. Frédéric Vincent, Chief Executive Officer of the Company 10. Determination of the amount of the directors attendance fees allocated to the members of the Board of Directors 11. Renewal of the Statutory auditor s mandate and of the Substitute Auditor s mandate 12. Authorization to be given to the Board of Directors to purchase or sell shares of the Company Extraordinary session 13. Authorization to be given to the Board of Directors to reduce the Company s share capital by cancellation of treasury shares 14. Authorization to be given to the Board of Directors to increase the share capital by issuance of shares with preferential subscription rights 15. Authorization to be given to the Board of Directors to issue debt securities through an offer made to the public, without preferential subscription rights, giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital), subject to a maximum nominal amount of 4 million together with the 16t h, 17 th and 21 st resolutions 16. Authorization to be given to the Board of Directors to issue debt securities through an offer made pursuant to Article L.411-2, II, of the of the French Monetary and Financial Code (Code monétaire et financier), without preferential subscription rights, giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital), subject to a maximum nominal amount of 4 million together with the 15 th, 17 th and 21 st resolutions 17. Authorization to be given to the Board of Directors to increase the amount of an issuance of ordinary shares or securities, with or without preferential subscription rights, within the limits set in the 14 th, 15 th and 16 th resolutions 18. Possibility to issue ordinary shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) without a preferential subscription right, up to 5% of the share capital as payment for contributions in kind of shares of another company or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of another company 19. Authorization to be given to the Board of Directors to increase the share capital by way of incorporation of premiums, profits, reserves or other 20. Authorization to be given to the Board of Directors to increase the share capital through an issuance, reserved for members of employee share savings plans and without preferential subscription rights, of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) up to 400,000 in par value 21. Authorization to be given to the Board of Directors to increase the share capital reserved to a category of beneficiaries in order to allow employees of certain foreign subsidiaries to benefit from an employee saving scheme on conditions comparable to those set forth in the 16 th resolution of the Shareholders Meeting dated May 31, 2011 or the 20 th resolution of this Shareholders Meeting 22. Delegation of competence to be given to the Board of Directors for the allocation of free shares, whether already issued or to be issued, to employees and corporate officers of the Group, or to some of them, within the limit of a nominal amount of 160,000, subject to the performance conditions set by the Board of Directors 23. Approval of the modification of the reference panel for the assessment of the performance criteria to which are subject the final acquisition of performance shares allocated in application of the 14 th resolution adopted by the Shareholders Meeting of May 31, Authorization to be given to the Board of Directors for the purpose of freely allocating existing or future shares to employees, or to some of them, up to the limit of a nominal amount of 15, Addition of an Article 12 bis to the Company s By-laws to ensure the representation of the employee shareholders on the Board of Directors 26. Modification of Article 13, paragraph 2, of the Company s Bylaws in order to allow the Chairmen of the Committees to convene the Board of Directors Ordinary session 27. Powers to complete legal formalities Mixed Shareholders Meeting May 15, Notice // 05

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 3 business days before the Meeting, namely by Thursday 10 May 2012 at 0 a.m. Paris time (hereafter referred to as J-3 ): - 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 J-3 ; - 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 Thursday 10 May 2012, he or she must obtain from his or her financial intermediary a certificate of participation confirming that he or she was a shareholder on J-3, 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 15 may 2012 will start at 3 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. 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, to Société Générale Service des assemblées (Shareholders Meetings department) (BP 81236, 32 rue du Champ du Tir, 44312, Nantes Cedex 03, FRANCE), in the enclosed pre-paid envelope; 06 // Notice - Mixed Shareholders Meeting May 15, 2012

7 - 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: 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 15, 2012, 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 15, 2012, 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, 32 rue du Champ-de-Tir, BP 81236, Nantes Cedex 3. For the appointment or withdrawal of proxies to be taken into account, duly signed and completed notifications must be received no later than Monday 14 May, 2012 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: Service Assemblée - Société Générale, BP 81236, 32 rue du Champ de Tir, Nantes Cedex 03 - 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 Assemblée, at latest on Monday 14 May, 2012 at 3 p.m. (Paris time). 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 Mixed Shareholders Meeting May 15, Notice // 07

8 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 1 If you wish to vote by mail: tick box 1 and follow the instructions. 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 2 If you wish to appoint the Chairman of the meeting as your proxy: tick box 2. C Whatever your choice, do not forget to date and sign here. 3 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. D Fill in your name, first name and address or verify that they have already been filled in. 08 // Notice - Mixed Shareholders Meeting May 15, 2012

9 A B SPECIMEN D C Mixed Shareholders Meeting May 15, Notice // 09

10 Report of the Board of Directors on the draft resolutions Ordinary session Approval of the parent company s financial statements and the consolidated financial statements allocation of income (resolutions 1 to 3) We propose that you approve the parent company financial statements, showing a profit of 35,421,962 euros (1 st resolution), and the consolidated financial statements (2 nd resolution) for the fiscal year ended December 31, We also ask you to discharge your directors from their duties for the 2011 fiscal year. The financial statements submitted to you were prepared in accordance with the regulations in force, using IFRS (International Financial Reporting Standards) for the consolidated financial statements and in accordance with French legal and regulatory requirements for the parent company financial statements. The 3 rd resolution relates to the allocation of the income of Nexans SA for the 2011 fiscal year and the payment dividends in respect of the 2011 fiscal year in the amount of 1.10 per share. The dividend will be distributed on May 23, 2012, on the 6 th trading day following the date of the Shareholders Meeting, which means an ex-dividend date of May 18, Renewal and election of directors (Resolutions 4 to 7) The 4 th, 5 th and 6 th resolutions relate to the renewals of the mandates as members of the Board of Frédéric Vincent, Guillermo Luksic (director proposed by Madeco) and Colette Lewiner (independent director). The information concerning these directors is presented in the 2011 Registration Document (Document de référence) (section 7 Corporate Officers and Senior Managers of the 2011 Management Report and Corporate Governance part of the 2011 Chairman s Report) 1. Renewal of Mr. Frédéric Vincent s mandate as member of the Board of Directors The renewal of Mr. Frédéric Vincent s mandate as member of the Board of Directors is proposed in anticipation of the renewal of his duties as Chairman and Chief Executive Officer (Président-Directeur Général). Choice to combine the duties of Chairman of the Board and Chief Executive Officer In conformity with the option provided by law, the Company has always adopted a management structure in which the positions of Chairman of the Board and Chief Executive Officer are held by the same person. This management structure is adapted to the Company s method of operation and organization and has proven to be very effective for the Group. It ensures, in a constantly evolving and competitive environment, the coherence between strategy and operational function, and thus favors and renders the decision-making process more efficient. In light of the Group s positive results during Frédéric Vincent s mandate as CEO despite a challenging economic context, the Board decided, based on the evaluation carried out at the end of 2011 by an outside consultant, that it was appropriate and in the Company s best interest to maintain this management structure. Evaluation and overview of governance The Company adheres to the AFEP-MEDEF Corporate Governance Code and applies all of its recommendations, which it has incorporated into the Board s Internal Regulations, which provides, among other things, that a certain number of major transactions or decisions require the prior approval of the Board, in particular acquisitions and industrial projects valued at more than 50 million. The Internal Regulations are published in their entirety on the website section Finance / Corporate Governance. It is recalled that Frédéric Vincent terminated his employment contract with the Company (suspended during his term of office) upon his appointment as Chairman and Chief Executive Officer in Furthermore, the termination indemnity proposed in connection with the renewal of his combined mandate conforms with the recommendations of the AFEP-MEDEF Code and includes strict performance conditions (See resolution 9 below). In terms of the balance of power within the Board, the presence of a majority of independent directors and the right for the Chairmen of the Board Committees to convene a meeting of the Board (see resolution 26 below) allow for the exercise of combined duties in compliance with best governance practices. Further, the presence within the Board of directors proposed by Madeco, shareholder holding almost 20% of the share capital of the Company, constitutes an additional counterweight to the Chairman and Chief Executive 1 - See «Presentation of candidates to the Board of Directors» pages 42 and // Notice - Mixed Shareholders Meeting May 15, 2012

11 Officer s powers and therefore contributes to the Board s good governance. Madeco has invested with a long term horizon and is subject to an agreement that provides for lock-up and standstill undertakings, as well as to a 20% limit on the voting rights exercised during extraordinary shareholders meetings that may be cast on any resolution relating to major transactions (including mergers and significant capital increases). Accordingly, Madeco s interests are aligned with all shareholders interests, and the participation of three Board members proposed by it brings to the Board a point of view independent from the Chairman and Chief Executive Officer s one and in favor of the long term interests of the Company and its shareholders. The positive assessment of governance at the level of the Board is supported by the directors recent assessment of the Board s functioning performed by the firm Spencer Stuart at the end of 2011 on the basis of individual interviews (see below), as well as by an independent comparative study on the governance of listed companies (available on the website Finance / Corporate Governance). Summary of the specialized consulting firm s assessment performed at the end of 2011 The Board organized an assessment of its governance end of The assessment was performed by us and all subjects related to the Board performance were audited, including Board operations, Board dynamics, subjects covered, Board composition and committees role. The Board members are satisfied with the board functioning. They unanimously consider that the compliance with Corporate Governance rules is very good, especially in the context of the new significant shareholder. The following key points have been highlighted: The Board members are pleased with the quality and the thoroughness of the debates drawn by the Chairman and CEO They mention a full freedom of speech and comment and they feel totally independent vis a vis the Chairman and CEO They are pleased with the good quality and serious work of the committees They have asked for a yearly meeting of the Board to be dedicated to strategy, with the participation of the executive team. Consolidation of the governance practices within the framework of the renewal of the combined mandate In addition to the proposition to add in the Company s Bylaws the possibility for the Chairmen of the Board Committees to convene Board meetings to address agendas prepared by them (see resolution 26 below), the Board decided, given the practices within other groups, in its meeting of March 20, 2012, to accompany the renewal of Frédéric Vincent s mandate as Chairman and Chief Executive Officer with the deepening of the Board s Internal Regulations. The modifications which have been decided intend in particular to expand the role of the Appointments and Compensation Committee (renamed the Appointments, Compensation and Corporate Governance Committee ) to include corporate governance issues. The ethical rules that apply to directors have also been completed and formalized within the framework of a Director s charter attached to the Internal Regulations, which is available in its entirety on the website Finance / Corporate Governance. The Board also considered the usefulness of appointing a lead independent director (administrateur référent) to the Board, which is recommended by certain organizations and proxy advisors and has been observed by certain issuers. In view of the balance of power within the Board, the expansion of the corporate governance role of the Appointments and Compensation Committee, the limitations of the Chairman s powers imposed by the Internal Regulations and the proposition to introduce the right for the Board Committee Chairmen to convene Board meetings, the Board did not consider that the implementation of such a counterweight would effectively and concretely improve its governance. Appointment of a director representing employee shareholders (7 th resolution) You are asked to appoint Lena Wujek as director to represent the employee shareholders for a term of four years, i.e. until the end of the Ordinary Shareholders Meeting called to approve the financial statements for the fiscal year ending on December 31, This appointment would be accompanied by a modification of the By-laws in order to include an Article 12 bis relating to the director representing the shareholder employees (see resolution 25 below). Although the employees interest in the share capital calculated according to the provisions of Article L of the French Commercial Code amounts to less than 3% of the share capital as of December 31, 2011, i.e. outside of any legal obligation, the Board, given the success of the last international employee share ownership plan Act 2010, would like to show its appreciation for the employees commitment and support of the Group and involve them in the Board s work by proposing a candidate for director to represent the employee shareholders. In light of her employee status, the Board decided that Lena Wujek would not qualify as an independent director under the criteria established in the AFEP-MEDEF Code of Corporate Governance. 1 - See «Presentation of candidates to the Board of Directors» pages 42 and 43. Mixed Shareholders Meeting May 15, Notice // 11

12 Report of the Board of Directors on the draft resolutions Related party transactions (Resolutions 8 and 9) We ask you to approve, pursuant to Article L , paragraph 2 of the French Commercial Code, the related party agreements entered into during the course of the 2011 fiscal year or after the end of the 2011 fiscal year, which are described in the Auditors special report presented to this Shareholders Meeting. Related party agreements entered into for the benefit of Frédéric Vincent (8 th and 9 th resolutions) You are asked to approve the following related party agreements entered into for the benefit of Frédéric Vincent in his capacity as Chairman and Chief Executive Officer (Président-Directeur Général), which were approved by the Board of Directors meeting of February 7, In the 8 th resolution, you are asked to approve the related party agreements approved by the Board relating to the specific retirement plan and the pension plan. Frédéric Vincent already benefited from this retirement plan and this pension plan before becoming an executive director of the Company and during his previous mandate as Chairman and Chief Executive Officer. The specific retirement plan, the regulation of which was adopted by the Board of Directors in 2004 (and modified on October 1 st and November 25, 2008) makes the plan s benefits conditional upon the beneficiary ending his professional career while employed at the Company. The lifetime pension amount, with survivor benefits, is based on the beneficiary s average annual compensation for the last three years. This pension supplements the mandatory and supplementary basic pension schemes and is limited to 30% of the beneficiary s fixed and variable compensation. The benefit of this plan is subject to five years of seniority for the new corporate officers. This supplemental retirement plan complies with the recommendations of the AFEP-MEDEF Corporate Governance Code as regards the number of beneficiaries, length of service, and limiting the percentage of the beneficiary s fixed and variable compensation as well as the reference period used for calculating plan benefits. Frédéric Vincent benefits from the welfare scheme (death, disability and medical expenses) set up for Nexans employees. In the 9 th resolution, you are asked to approve, in accordance with the provisions of Article L of the French Commercial Code, the related party agreements entered into for the benefit of Frédéric Vincent in his capacity as Chairman and Chief Executive Officer which were approved by the Board relating to a termination indemnity and a noncompetition indemnity. Termination indemnity: The termination indemnity submitted for your approval is identical to the one from which Frédéric Vincent benefited during his previous mandate as Chairman and Chief Executive Officer of the Company, as to its amount and the circumstances leading to its payment, but the performance conditions having to be met have been strengthened. - Amount equal to one year of total compensation, i.e. 12 times the last basic monthly compensation amount plus an amount equal to the product of the nominal bonus rate applied to the last basic monthly compensation amount. - Payment subject to the satisfaction of strict performance conditions, measured over a period of three years: A stock market performance condition consisting of measuring the performance of Nexans shares from day to day over a period of three years, the last measuring date being the date of the dismissal decision, such progress being compared to the same indicator calculated for a reference panel composed of the following companies: Leoni, Prysmian (Draka), Legrand, General Cable, Rexel, ABB, Schneider Electric, Saint Gobain and Alstom; An economic performance condition consisting of measuring the OM/Sales ratio trends (in current metal sales) over three years (three complete fiscal years preceding the fiscal year in which the dismissal takes place) of the Group compared to the same indicator calculated for the same reference panel as used for the stock market performance condition. Half of the termination indemnity would be linked to the stock market performance condition and the other half would be linked to the economic performance condition. For each condition, the performance of the Group would be compared to that of the reference panel, using performance thresholds, the achievement of which would condition th application of a minority percentage of the amount of the indemnity received, in accordance with the following schedule: Index Performance level and percentage of termination indemnity due under each of the performance conditions (stock market and economic) Nexans higher than the median 100% Nexans higher than the 4 th decile 80% Nexans higher than the 3 rd decile 50% Nexans lower than or equal to the 3 rd decile 0% 12 /// Notice - - Mixed Shareholders Meeting May 15, 15, 2012

13 Report of the Board of Directors on the draft resolutions The level of achievement of the conditions would be determined by the Appointments, Compensation, and Corporate Governance Committee. Payment can only occur (i) in the case of a forced departure resulting from a change of control or strategy (which shall be deemed to be the case unless otherwise decided by the Board, in accordance with the Internal Regulations of the Board: article 3 of the «Principles governing the compensation policy of executive directors» and (ii) before the Board of Directors confirms, in compliance with the provisions of Article L of the French Commercial Code, at the time of or after the cessation or the effective change of the duties of the Chairman and Chief Executive Officher, that the performance conditions described above have been satisfied. Non-compete indemnity: This indemnity will be granted in consideration for Frédéric Vincent s undertaking not to exercise, during a period of two years from the end of his term of office as Chairman and Chief Executive Officer as renewed by the Board of Directors at its first meeting following this Shareholders Meeting, and regardless of the cause of termination of his duties, any business that would compete either directly or indirectly with one of the Company s businesses. The non-competition indemnity will be equal to one year of total compensation, i.e. twelve times the amount of the last basic monthly compensation received by Frédéric Vincent plus an amount equal to the product of the nominal bonus rate applied to the last basic monthly compensation received by Frédéric Vincent, and will be paid in 24 equal and successive monthly payments. In conformity with the provisions of the Internal Regulations of the Board of Directors of the Company and the recommendations of the AFEP-MEDEF Code, the total termination indemnities (i.e. the termination indemnity and the noncompete indemnity) may not exceed two years of effective compensation (fixed and variable). In accordance with law and the provisions of the Company s Internal Regulations, the details of these commitments were published on the Company s website after the Board of Directors meeting of February 7, 2012 and they were the subject of a special report of the Auditors. Determination of the amount of the directors attendance fees allocated to the Board of Directors (Resolution 10) We ask that you establish the amount of the directors attendance fees allocated to the Board of Directors for the 2012 fiscal year (effective January 1 st ), and for each subsequent fiscal year until a new decision is adopted, at 650,000 (instead of the 600,000 previously paid) to take into account the appointment of a new director to represent the employee shareholders on the Board of Directors, subject to the condition precedent of the appointment of Lena Wujek as director representing the employee shareholders (7 th resolution) and the addition of an Article 12bis to the Company s By-laws providing for the representation of the employee shareholders on the Board of Directors (25 th resolution). Renewal of the Statutory auditor s mandate and the Substitute auditor s mandate (Resolution 11) The mandates of the firm PricewaterhouseCoopers Audit, 63, rue de Villiers, Neuilly-sur-Seine, as Statutory Auditor, and of Mr. Etienne Boris, 63, rue de Villiers, Neuilly-sur-Seine, as Substitute Auditor, are about to expire. You are therefore asked to renew each of both mandates for a term of six fiscal years expiring at the end of the Ordinary Shareholders Meeting called to approve the financial statements for the fiscal year ending on December 31, In accordance with law and the provisions of the Company s Internal Regulations, the procedure for the appointment of the Statutory Auditor and of the Substitute Auditor was lead by the Accounts and Audit Committee, which presented its conclusions to the Board of Directors of February 7, Authorization to be given to the Board of Directors to purchase or sell shares of the company (Resolution 12) You are asked to renew, under the same conditions, the authorization granted by the Shareholders Meeting of May 31, 2011 which expires at this Shareholders Meeting, so that the Company will have the ability to repurchase its shares at any time. This new authorization will expire at the end of the Shareholders Meeting that will be called to approve the financial statements for the fiscal year ending on December 31, 2012 and at the latest eighteen months from your Shareholders Meeting. You are therefore asked to authorize the Board of Directors, with the power to sub-delegate, to purchase or cause the purchase of the shares of the Company, with a view to carrying out the following transactions: the delivery of shares in connection with external growth transactions; the delivery of shares in connection with the exercise of rights relating to securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); the allocation of free shares; the implementation of any stock option plan; the allocation or transfer of shares to employees in order to allow them to participate in the Company s performance and the implementation of any employees savings plan; as a general matter, the satisfaction of the obligations relating to the share option plans or other share allocations to employees or corporate officers of the Company or one Mixed Shareholders Meeting May 15, Notice // 13

14 Report of the Board of Directors on the draft resolutions of its related companies; the cancellation of all or part of repurchased shares; the stimulation of the secondary market or of the liquidity of the Nexans share through an investment services provider and in connection with a liquidity contract. The sale purchases may relate to a number of shares such that: - the total number of purchased shares does not exceed 10% of the total number of shares making up the capital of the Company at any time, it being specified that the number of shares acquired for the purpose of being subsequently exchanged or given as payment in connection with a merger, spin-off or contribution shall not exceed 5% of the Company s capital and provided that when the shares are acquired in order to stimulate share liquidity as provided for by the general regulations of the Autorité des Marchés Financiers, the number of shares to be taken into account for purposes of calculating the 10% limit provided for in this paragraph will be equal to the number of shares purchased reduced by the number of shares resold during the term of the authorization; - the number of shares held by the Company at any given time does not exceed 10% of the number of shares making up the share capital of the Company on the date in question. Shares may be bought, sold or transferred at any time within the limits authorized by legal and regulatory provisions in force, except during a public tender offer, and by any means. The maximum purchase price per share pursuant to this resolution is 80. In case of re-sale of shares on the stock market, the minimum price at which treasury shares may be sold is set at 45 per share. The amount that may be spent by the Company to buy back its own shares may not exceed 100 million. Extraordinary session Financial authorizations (Resolutions 13 to 22 and 24) Authorization to the Board of Directors to reduce the Company s share capital by canceling treasury shares (Resolution 13) You are asked, in relation to the 12 th resolution authorizing the Board of Directors to purchase or cause the purchase of the shares of the Company, in particular for the purpose of cancelling all or part of the shares so bought-back, to authorize the Board of Directors, for a term of twenty-six months from the date of the Shareholders Meeting, to cancel all or part of the shares that the Company may acquire by virtue of any authorization given by the Ordinary Shareholders Meeting under the conditions set in Article L of the French Commercial Code, and up to a maximum amount equal to 10% of the shares comprising the Company s share capital. Authorization to be given to the Board of Directors to increase the share capital (Resolutions 14 to 22 and 24) Your Board of Directors would like to continue to have flexibility to choose possible issuances and maintain the ability to quickly raise the financial resources required for the Group s expansion. Summary of the uses made of the financial authorizations The table below summarizes the uses made of the delegations in respect of capital increases during the 2011 fiscal year up to this Shareholders Meeting: On December 31, 2011, the Company did not hold any treasury shares. We remind you that the Board of Directors has not used the similar authorization adopted by the Shareholders Meetings of May 26, 2009, of May 25, 2010 and May 31, // Notice - Mixed Shareholders Meeting May 15, 2012

15 Report of the Board of Directors on the draft resolutions Resolutions of the 2010 and 2011 Shareholders Meetings Issuance of shares with preferential subscription rights ( PSR ) (R10 SM 2010) with possible over-allotment option (R14 SM 2010) Issuance of debt securities giving access to the share capital (OC, ORA, OBSA, OCEANE ), without PSR, by public offer (R11 - SM 2010) or by private offer (R12 SM 2010) with possible over-allotment option (R14 - SM 2010 ) Issuance of shares or securities giving access to the share capital in case of an exchange offer initiated by the Company on its own securities or on the securities of another company, without PSR (R13 - SM 2010) with possible over-allotment option (R14 - SM 2010 ) Issuance of shares or securities giving access to the share capital as consideration for contributions of securities (R15 - SM 2010) Issuance of shares through incorporation of premiums, reserves or profits (R16 - SM 2010) Allocation of performance shares (R14 SM 2011) Allocation of free shares (R15 SM 2011) Issuance reserved for employees (R16 - SM 2011) Limits per resolution 1 14,000,000 (< 50 % of share capital) Shares = 4,000,000 (< 15 % of share capital) Debt securities = 300,000,000 4,000,000 (< 15 % of share capital) 5 % of share capital Sub-limits applicable to several resolutions - 4,000,000 (< 15 % of share capital) Limits applicable to several resolutions 14,000,000 (< 50 % of share capital) Use during the 2011 financial year and up to the present Shareholders Meeting - Issuance of 3,299,423 OCEANE for a total loan of approximately 275 million by the Board on 2/7/ ,000, , , Allocation of 147,215 performance shares (maximum performance) by the Board on 11/15/2011 Allocation of 13,420 free shares (with no performance conditions attached) by the Board on 11/15/ , Overall limit 24,800,000 * The abbreviation R indicates the number of the resolution submitted to the annual Shareholders Meetings ( SM ) of May 25, 2010 and May 31, The maximum nominal amount of the capital increases that might be carried out corresponds to the maximum number of shares that might be issued to the extent that the nominal value of a Company share is equal to one euro. Mixed Shareholders Meeting May 15, Notice // 15

16 Report of the Board of Directors on the draft resolutions Proposals to the Shareholders Meeting of May 15, 2012 Given the use made during the course of the 2011 fiscal year and after it ended of certain delegations of authority granted by the Shareholders Meetings of May 25, 2010 and May 31, 2011, and in order to renew them, the Board of Directors submits the following resolutions for your approval under the conditions and limits presented in the summary table and explanations below. The proposed term of the delegations is twenty-six months from the date of the Shareholders Meeting (with the exception of the 21 st resolution, which is proposed for a term of eighteen months, in accordance with legal provisions, and of the 22 nd and 24 th resolutions which are also proposed for a term of eighteen months). These resolutions may be divided into two main categories: those that allow share capital increases with the preferential subscription right to the existing shareholders and those that allow share capital increases with a cancellation of the shareholders preferential subscription right. Any capital increase in cash gives existing shareholders a preferential subscription right, which can be detached and negotiated during the subscription period: each shareholder benefits from a right to subscribe, for a 5-day trading period at least after the subscription period has been opened, a number of newly issued shares proportional to the its share in the share capital. Your Board asks that you grant, for certain of these resolutions, the option to cancel the shareholders preferential subscription right. As a matter of fact, depending on market conditions, investors concerned and securities that are issued, it may be preferable, or even necessary, to cancel the preferential subscription right in order to place the shares in the best conditions, in particular when time is of the essence for the completion of certain transactions or when the transactions are implemented on foreign markets. Such a cancellation may allow higher levels of capital to be raised thanks to more favorable issuance terms. Finally, the cancellation of the shareholders preferential subscription rights is sometimes provided by law: in particular, resolutions allowing the setting up of share-related employee schemes, such as the issue of shares reserved for the subscribers of savings plans (20 th resolution), the grant of performance shares (22 th resolution) and the allocation of free shares (24 th resolution). The voting of these resolutions shall result, by application of law, in the renunciation by the shareholders to their preferential subscription right to the benefit of the beneficiaries to those issuances or allocations. Resolutions 14 to 22 and 24 proposed to the Shareholders Meeting of May 15, Limits per resolution 2 Sub-limits applicable to several resolutions Issuance of ordinary shares with PSR (R14) with possible over-allotment option (R17) Issuance of debt securities giving access to the share capital (OC, ORA, OBSA, OCEANE ), without PSR sans DPS, par public offer (R15) or by private offer (R16) with possible over-allotment option (R17) Capital increase reserved to a category of beneficiaries in the context of share capital increase reserved to employees (R21) Issuance of shares or securities giving access to the share capital as consideration for contributions of shares to the Company securities (R18) 14,000,000 (< 50 % of share capital) Shares = 4,000,000 (< 15 % of share capital) Debt securities = 300,000, ,000-4,000,000 (< 15 % of share capital) 5 % of share capital - Issuance reserved to employees (R20) 400,000 - Allocation of performance shares (R22) 160,000 - Allocation of free shares (R24) 15,000 - Issuance of shares through incorporation of premiums, reserves, profits or other (R19) Overall Limit (except R19) 14,000,000 (< 50 % of share capital) 10,000, It should be noted that the maximum nominal amount of all the capital increases that may be carried out pursuant to the delegations of authority granted in resolutions 14 to 18, 20 to 22 and 24 would be limited to 14 million (representing, for indicative purposes less than 50% of the share capital). 1 - The abbreviation R indicates the number of the resolution submitted to the Shareholders Meeting of May 15, The maximum nominal amount of the capital increases that may be carried out corresponds to the maximum number of shares likely to be issued given that the nominal value of one share of the Company is equal to /// Notice - Mixed Shareholders Meeting May 15, 2012

17 Report of the Board of Directors on the draft resolutions Over-allotment option (Resolution 17) This delegation will allow the Board, in case of successful issuances carried out with or without preferential subscription right, to increase the number of shares to be issued at the same price as the one set for the initial issuance (and necessarily without preferential subscription right if the initial issuance was carried out without preferential subscription right), but always within the limits set for these issuances in the 14 th, 15 th and 16 th resolutions, as well as within the time frame and limits provided for by applicable regulations in force on the date of the issuance (i.e., currently, within thirty days of the closing of the subscription period and up to an amount equal to 15% of the initial issuance). Increase of share capital as payment for contributions in kind (Resolution 18) This delegation would allow the Board to issue shares or securities giving access to the share capital (valeurs mobilières donnant accès au capital), up to 5% of the share capital, as payment for contributions in kind to the Company and relating to equity securities or securities giving access to the share capital. It is specified that in accordance with law, the compensation paid in consideration for such a contribution would have to be the subject of a special report by Contribution Appraisers appointed by the President of the Commercial Court (Tribunal de Commerce). Employee shareholding (Resolutions 20 and 21) Increase of share capital reserved for employees (Resolution 20) The purpose of this proposal is to renew, on the same terms and conditions, the delegation of authority granted to the Board of Directors by the Shareholders Meeting of May 31, 2011 to launch the Act 2012 employee share ownership plan in the first half of The Board of Directors meeting held on November 15, 2011, adopted a decision in principle to carry out in 2012, pursuant to the delegation granted by the Shareholders Meeting of May 31, 2011, or, if it is adopted, by a similar resolution presented to the vote at this Meeting (20 th resolution), a capital increase reserved for employees in respect of a maximum of 400,000 shares. The purpose of this resolution is to authorize your Board of Directors to give Group employees in France and abroad the possibility to subscribe for shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), in order for the employees to be more closely involved in the Group s development. The share capital increases that may be carried out under this resolution must be accompanied by the cancellation of the preferential subscription right. The issuance price of the new shares or securities giving access to the share capital would be determined under the conditions set by Article L of the French Labor code and would be at least equal to 80% of the average opening price of the Company s shares on the regulated market of Euronext Paris over the twenty trading days preceding the day of the decision setting the date of opening of the subscription reserved for participants in a company savings plan (the Reference Price ). Capital increase reserved for a category of beneficiaries within the framework of the Act 2012 employee shareholding plan (Resolution 21) The purpose of this delegation is to authorize the Board to increase the share capital by a maximum nominal amount of 100,000 for the benefit of any credit institution (and its subsidiaries) acting on Nexans request for the purposes of offering to certain foreign employees 1 an alternative offer on economical conditions comparable to any share saving plan which would be implemented as part of a capital increase reserved for employees within the framework of the Act 2012 plan. The alternative offer could consist of the allocation to interested employees of FCPE shares or shares combined with a right to receive a multiple of the share increase on the due date (stock appreciation right), a formula generally used in this type of operation. As a matter of fact, in certain countries, applicable laws and/or tax-related regulations could complicate the implementation of employee shareholder formulas containing a structured offer of FCPE shares, as provided for within the framework of the share capital increase reserved for employees Act The implementation of alternative formulas for the benefit of certain foreign employees could therefore be advisable, as was the case for previous employee shareholding operations set up by the Group. The implementation of these alternative formulas may require an increase of capital reserved to a credit institution taking part in the structuring of the operation with the same 20% discount as the one granted to employees, justifying the cancellation of the preferential subscription right. You are therefore asked, under the conditions set forth in Article L of the French Commercial Code, to delegate to the Board of Directors, with the power to sub-delegate as provided by law, your authority to carry out a share capital increase through the issuance of new shares reserved to any credit institution acting upon Nexans request for the purpose of offering to certain foreign employees 1 - I.e. the beneficiaries eligible under the Act 2012 plan employed by Group companies with registered offices located in one of the following countries: United States, Italy, China, South Korea, Greece, Sweden. Mixed Shareholders Meeting May 15, Notice /// 17

18 Report of the Board of Directors on the draft resolutions alternative formulas to the structured offer of FCPE shares offered to French residents who are participants in a savings plan as part of the Act The issuance price of the shares under this delegation should be equal to the reference price applied within the framework of the delegation granted in the 16 th resolution of the Shareholders Meeting of May 31, 2011 or of the 20th resolution of this Shareholders Meeting if it is adopted, decreased in both cases by a 20% discount. This delegation entails the cancellation of the preferential subscription right of the shareholders in favor of the abovementioned category of beneficiaries. The cancellation of the preferential subscription right is justified by the abovementioned reasons. Employee-shareholder operation Act 2012: As announced on February 7, 2012, Nexans is announcing its intention to launch, during the first semester 2012, an employee-shareholder operation involving a capital increase reserved for Group employees participating in an employee savings plan, through the emission of a maximum of 400,000 new shares. This will be the fifth employee shareholder operation carried out by the Group at the international level. Employees will be offered the possibility to subscribe to a structured leverage effect formula that will include a guarantee for the original amount invested by the employees. The shares will be subscribed through a Fonds Commun de Placement d Entreprise at a unit price including a 20% discount to the reference share price (unless local regulations require otherwise). The precise terms and conditions of this employee share issue, which is entitled «Act 2012» and is expected to be carried out by the end of the third quarter of 2012, will be announced to the Group s employees and the market at a later date. The launch of Act 2012 is subject to notification or approval by the authorities in the countries concerned and the completion of consultation procedures with the employee representatives as required under applicable law. Group employees in the United States of America are advised that the offer has not and will not be registered with the Securities and Exchange Commission. The Company reserves the right to change the offer procedure and schedule, and even to suspend it. The operation Act 2012 will be carried out pursuant to the 16 th resolution of the Shareholders Meeting dated May 31, 2011 or, if it is adopted, the 20 th resolution proposed to this Shareholders Meeting. Indeed, the authorization granted by this Meeting will replace the authorization granted by the 2011 Meeting, in accordance with Article L paragraph 2 of the French Commercial Code. It should be noted that the authorizations granted by the Meeting of May 31, 2011 and the draft of resolutions submitted to this Meeting entail the same terms, particularly the same limit of 400,000 shares. A proposal has also been made, subject to the adoption of the 21 st resolution submitted to this Shareholders Meeting, to structure the finance of certain alternatives to the formulas offered by way of a capital increase, reserved to the structuring bank, of a maximum amount of 100,000, representing an issuance of 100,000 additional shares. The maximum nominal amount of capital increases to be potentially carried out pursuant to the 21 st resolution and the 16 th resolution adopted by the Shareholders Meeting dated May 31, 2011 (or the 20th resolution of this Shareholders Meeting, if it is adopted), that is the maximum nominal amount of capital increases carried out in the context of the operation Act 2012, shall not exceed 500,000 shares in total, 400,000 shares maximum for employees and 100,000 shares maximum for the structuring bank. Allocation of performance shares and free shares (Resolutions 22 and 24) In order to implement the new long-term compensation policy of its managers and of the Group s key employees, the Board of Directors submits two resolutions for your vote authorizing the allocation of performance shares and free shares under the conditions described below. 1. Managers long-term compensation policy On February 11, 2011 the Board of Directors decided to adopt an amended Group long-term compensation policy. The new policy, which was ratified by the Board in early 2012, involves granting performance shares to the Group s key managers (including members of the Executive Committee), as well as a restricted number of free shares to certain high-potential managers. 18 /// Notice - Mixed Shareholders Meeting May 15, 2012

19 Report of the Board of Directors on the draft resolutions The allocations that may be made to the Chairman and CEO under the long-term compensation policy will comply with the recommendations of the AFEP-MEDEF Corporate Governance Code and with the characteristics set forth in paragraph 4 below Possible allocations of performance shares to Executive Directors. 2. Characteristics of the performance share and free share plan put forward to the General Meeting The main terms of the envisaged plan are the following: Perimeter Allocation rules Dilutive impact Acquisition period Lock-up period Performance Conditions The allocation perimeter will be similar to the perimeter of the plan approved by the Shareholders Meeting on May 31, 2011, involving 250 managers in about 30 countries ,000 performance shares, representing 0.56% of the share capital as of end 2011, intended for an extended population of managers, including the Chairman and CEO, the other members of the Executive Committee and the principal managers of the Group. It is important to note that these 160,000 shares correspond to a performance scenario of 150% for the two performance conditions applied, as described below. The performance shares allocated to the Chairman and CEO will not represent more than 0.06% of the share capital as of December 31, 2011 and less than 15% of the plan s total allocation package. - 15,000 free shares (not subject to performance conditions), representing 0.05% of the share capital as of end 2011 intended exclusively for a limited population of high-potential executives and/or exceptional contributors (other than members of the Executive Committee), not of a recurring nature. The overall dilutive impact of the envisaged plan would be around 0.61% on the basis of the share capital at December 31, The average three-year unadjusted burn rate 1 is 0.69% (below the average for the sector to which Nexans belongs [increased by the standard deviation for the sector]). 3 years minimum for French residents / 4 years for non-french residents 2 years minimum for French residents / No minimum for non-french residents The vesting of the performance shares allocated to the Chairman and Chief Executive Officer, as well as all other members of the Executive Committee and other managers will be subject to attendance conditions and strict performance conditions, measured over a period of 3 years. The performance conditions are divided into two sections, stock market performance and financial performance. - Half of the performance shares granted will be subject to a stock market performance condition which will measure Nexans share performance over 3 years, compared to a pre-defined indicator calculated for a benchmark panel of the following companies: Alstom, Legrand, Saint Gobain, Rexel, Schneider Electric, Prysmian (Draka), General Cable, ABB, Leoni, - The other half will be subject to an economic performance condition consisting of measuring the OM/Sales ratio trends (in current metal sales) over 3 years in comparison with the same indicator calculated for the same reference panel as for the stock market performance condition. The level of performance achieved, which dictates the number of shares vested, will be determined using the following scale, applicable to all performance conditions: Level Performance Level Nexans higher than the 8 th decile 150% Nexans higher than the 7 th decile 140% Nexans higher than the 6 th decile 120% Nexans higher than the median 100% Nexans higher than the 4 th decile 80% Nexans higher than the 3 rd decile 50% Nexans lower than or equal to the 3 rd decile 0% 1 - Computed in accordance with the guidelines published by ISS on December 19, 2011 «2012 French Equity-Based Compensation FAQ». Mixed Shareholders Meeting May 15, Notice /// 19

20 Report of the Board of Directors on the draft resolutions 3. Resolutions submitted to the Shareholders Meeting Pursuant to Article L of the French Commercial Code, the Board of Directors asks the Meeting to delegate its authority to it to allocate performance shares to those beneficiaries that it shall choose from among the employees and corporate officers of the Company or to related companies or groups that meet the stipulations of Article L of the French Commercial Code, within the nominal limit of 160,000 (Resolution 22) and free shares without a performance condition within the nominal limit of 15,000 (Resolution 24). The proposed delegations are strictly limited to the requirements of the plan described above and would be approved for a period 18 months from the date of your Shareholders Meeting. The amounts will be applied to the overall limit of 14 million of capital increases that may be carried out under the delegations of authority granted in resolutions 14 to 18, 20 to 22 and Allocations of performance shares to Executive Officers Pursuant to the recommendations of the AFEP-MEDEF Corporate Governance Code and the provisions of the Board s Internal Regulations, any allocation of options to Executive Officers must be publicly disclosed by the Company along with the applicable performance conditions. The allocations that may be made to the Chairman and Chief Executive Officer under this policy comply with the recommendations of the AFEP-MEDEF Corporate Governance Code and with the characteristics set forth in the Board s Internal Regulations (published in its entirety on the website), including the following: Timing Performance conditions Custody obligation Purchase obligation Prohibition of hedging instruments Recommended black out periods Annual grants, except where decided otherwise by the Board (and appropriately justified), and in exceptional circumstances. Performance shares granted to Executive Committee members (including the Chairman and CEO) will only vest if the Appointments and Compensation Committee decides that the performance conditions described in paragraph 2 herebefore, have been met. Under the terms of Article L II, paragraph 4 and the AFEP-MEDEF Corporate Governance Code, corporate officers must keep a significant and increasing number of any shares acquired on the vesting of performance shares. The allocation of shares to corporate officers is subject to a purchase obligation requiring the corporate officer to purchase a number of shares equivalent to 10% of the performance shares that he acquires at the end of the vesting period, as soon as they are available. Performance shares granted to members of the Executive Committee (including the Chairman and CEO) may not be hedged during the acquisition period and for those beneficiaries who are French tax residents at the date of grant, during the subsequent holding period. Group procedure on insider trading. Modification of the reference panel for the assessment of the performance conditions to which are subject the final acquisition of performance shares allocated in application of the 14 th resolution adopted by the Shareholders Meeting of May 31, 2011 (Resolution 23) You are asked to modify the reference panel for the assessment of the performance criteria to which are subject the final acquisition of performance shares allocated in application of the 14 th resolution adopted by the Shareholders Meeting of May 31, This 14 th resolution had authorized the Board of Directors, within the framework of the provisions of Articles L et seq. of the French Commercial Code, to allocate performance shares to those beneficiaries that it shall choose from among the employees and corporate officers of the Company or to related companies or groups that meet the stipulations of Article L of the French Commercial Code, within the limit of a nominal amount of 156,000, and had decided that the allocation of such shares to the beneficiaries would not become final upon the satisfaction of the performance conditions already set by the Board of Directors prior to the Shareholders Meeting of May 31, 2011 and presented in the Board of Directors report on the resolutions submitted to this Shareholders Meeting. The justification provided for this 14 th resolution was that the performance conditions should be appreciated by comparison to a panel comprised of the companies Alstom, 20 /// Notice - Mixed Shareholders Meeting May 15, 2012

21 Report of the Board of Directors on the draft resolutions Legrand, Saint-Gobain, Rexel, Schneider-Electric, Prysmian, General Cable, and ABB. The Board of Directors of November 15, 2011, at the time of the allocation of 246,525 performance shares carried out in application of the above-mentioned 14 th resolution added, subject to the condition precedent of the approval of this modification by the extraordinary shareholders meeting, a company, the company Leoni, to the reference panel used to assess the performance conditions to which are subject the final acquisition of the performance shares so allocated. This modification of the reference panel brings into compliance the 2011 and 2012 performance share allocation plans. The Board of Directors of February 7, 2012 decided that the performance conditions that would apply to the new allocations of performance shares that could be carried out under the 22 nd resolution submitted to the vote of this Shareholders Meeting would be appreciated by comparison to a reference panel increased by one company, the company Leoni. Modification of the bylaws (Resolution 25 and resolution 26) We propose that you add an Article 12 bis to the Company s By-laws in order to provide for the appointment to the Board of Directors of a member representing the employee shareholders (Resolution 25). We also propose that you modify paragraph 2 of Article 13 of the By-laws («Meetings of the Board of Directors ) in order to allow the Chairmen of the Committees formed by the Board of Directors to convene the Board (Resolution 26). Ordinary session Powers for formalities (Resolution 27) Resolution 27 is an ordinary resolution that concerns the issuance of the necessary powers to accomplish the formalities related to the resolutions adopted by the Shareholders Meeting. Mixed Shareholders Meeting May 15, Notice /// 21

22 Draft resolutions ORDINARY SHAREHOLDERS MEETING First Resolution Approval of the Company s financial statements for the year ended on December 31, 2011 Board of Directors management report Discharge of the Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Company s financial statements for the year ended on December 31, 2011 which include the balance sheet, the income statement, the annexes, the Chairman of the Board of Directors report, the Board of Directors report and the Auditors report, approves in their entirety the parent company s financial statements for the year ended on December 31, 2011, showing a profit of 35,421,962, together with the transactions reflected in these financial statements or summarized in the reports. In accordance with Article 39-4 of the General Tax Code, the Shareholders Meeting acknowledges that there were no expenses or charges that were not tax-deductible in the 2011 financial year. The Shareholders Meeting discharges all members of the Board of Directors for the financial year ended on December 31, Second Resolution Approval of the consolidated financial statements for the year ended on December 31, 2011 The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Chairman of the Board of Directors report, the Board of Directors report and the Auditors report concerning the consolidated financial statements for the year ended on December 31, 2011 which include the balance sheet, the income statement and the annexes, approves in their entirety the consolidated financial statements for the year ended on December 31, 2011, as presented by the Board of Directors, showing a net income (group share) of million, together with the transactions reflected in these financial statements or summarized in the reports. Third Resolution Allocation of income and payment of dividend The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report and the Auditors report, decides to allocate the profit for the financial year, i.e.; an amount of 35,421,962 as follows: Distributable income amounts to: - Retained earnings from previous years 269,875,969 - Profit from last financial year 35,421,962 - Compulsory reserve (11,869) Total distributable income 305,286,062 Distribution of income (based on the number of shares making up the share capital as of December 31, 2011, i.e. 28,723,080 shares) per share i.e. a dividend distribution of 31,595,388 - Retained earnings after distribution 273,690,674 Total 305,286,062 The dividend payable for each share of the Company carrying the right to receive a dividend will be 1.10 per share. The total amount of dividends to be paid is therefore 31,595,388, based on the number of shares making up the share capital as of December 31, The dividend will be detached on May 18, 2012 and paid starting on the 6th trading day following the date of the Shareholders Meeting, i.e. May 23, However, this total may be increased (and the retained earnings accordingly reduced) by an additional maximum amount of 1,473,620.50, reflecting the maximum number of 1,339,655 additional shares which may be issued between January 1st, 2012 and May 23, 2012 (date of payment of the dividend), pursuant to the exercise of existing share subscription options. If Nexans holds treasury stock at the date of payment of the dividend, the amounts corresponding to unpaid dividends on these shares will be allocated to retained earnings. Pursuant to Article 243 bis of the French Tax Code (CGI), it is specified that the shares are all in the same category and that the total dividend amount paid will qualify for the 40% allowance provided for in paragraphs 2 and 3 of Article 158 of the French Tax Code. The Shareholders Meeting acknowledges to the Board of Directors that the amount of dividends paid over the last three financial years, as well as the amount of the dividends qualifying for the 40% allowance, was as follows: 22 // Notice - Mixed Shareholders Meeting May 15, 2012

23 Draft resolutions Fiscal year 2008 (distribution in 2009)) Fiscal year 2009 (distribution in 2010) Fiscal year 2010 (distribution in 2011) Gross dividend per share Number of eligible shares 27,970,803 28,101,995 28,710,443 Total distribution 55,941,606 28,101,995 31,581,487 For fiscal years 2008, 2009 and 2010, all of the shares were of the same category. Fourth Resolution Renewal of Mr. Frédéric Vincent s mandate as member of the Board of Directors Seventh Resolution Appointment of Mrs. Lena Wujek as director representing the employee shareholders The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, renews Mr. Frédéric Vincent s expiring mandate as member of the Board of Directors for a period of four years, which will expire at the end of the Shareholders Meeting called to approve the financial statements for the year ending December 31, Fifth Resolution Renewal of Mrs. Colette Lewiner s mandate as member of the Board of Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, renews Ms. Colette Lewiner s expiring mandate as member of the Board of Directors for a period of four years, which will expire at the end of the Shareholders Meeting called to approve the financial statements for the year ending December 31, Sixth Resolution Renewal of Mr. Guillermo Luksic Craig s mandate as member of the Board of Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, renews Mr. Guillermo Luksic s expiring mandate as member of the Board of Directors for a period of four years, which will expire at the end of the Shareholders Meeting called to approve the financial statements for the year ending December 31, The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, subject to the adoption by this Shareholders Meeting of the 25 th resolution (i.e. Addition of an Article 12 bis to the Company s By-laws providing for the representation of the employee shareholders on the Board of Directors), appoints Ms. Lena Wujek as director representing the employee shareholders for a period of four years expiring at the end of the Shareholders Meeting called to approve the financial statements for the year ending on December 31, Eighth Resolution Approval of related-party commitments in respect of the retirement and pension plans subscribed in favor of Mr. Frédéric Vincent, Chief Executive Officer of the Company The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and in light of the Board of Directors report and the Auditors special report with respect to agreements governed by Articles L and L to L of the French Commercial Code, acknowledges the conclusions contained in this report and approves, pursuant to Article L of the French Commercial Code, the commitments presented in such report relating to the specific retirement plan and the pension plan subscribed in favor of Mr. Frédéric Vincent, Chief Executive Officer of the Company. This decision is adopted subject to the condition precedent of the renewal of Mr. Frédéric Vincent s term of office by this Meeting and the renewal of his mandate as Chief Executive Officer by the first meeting of the Board of Directors that is held after this Shareholders Meeting. Mixed Shareholders Meeting May 15, Notice // 23

24 Draft resolutions Ninth Resolution Approval of related-party commitments in respect of the termination indemnity and non-compete indemnity undertaken in favor of Mr. Frédéric Vincent, Chief Executive Officer of the Company The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and after reviewing the Board of Directors report and the Auditors special report with respect to agreements governed by Articles L and L to L of the French Commercial Code, acknowledges the conclusions contained in this report and approves, pursuant to Article L of the French Commercial Code, the commitments presented in such report relating to the termination indemnity and the non-compete indemnity, which would be due or may become due to Mr. Frédéric Vincent when his term of office ends. This decision is adopted subject to the condition precedent of the renewal of Mr. Frédéric Vincent s term of office by this Meeting and the renewal of his mandate as Chief Executive Officer by the first meeting of the Board of Directors that is held after this Shareholders Meeting. Tenth Resolution Determination of the amount of the Directors attendance fees allocated to the members of the Board of Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, decides, subject to the condition precedent of the adoption of the 7 th resolution (Appointment of Ms. Lena Wujek as director representing the employee shareholders) and of the 25 th resolution (Addition of an Article 12bis to the Company s By-laws in order to represent the employee shareholders on the Board of Directors), to raise the annual amount of the Directors Fees allocated to the members of the Board of Directors to 650,000 per fiscal year, until a new decision is taken on this matter, effective as of the fiscal year that began on January 1 st, The Shareholders Meeting decides that the Board will be responsible for deciding how these Director s attendance fees shall be distributed and when they should be paid. Eleventh Resolution Renewal of the Statutory Auditor s mandate and of the Substitute Auditor s mandate The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, renews the expiring mandate of PricewaterhouseCoopers Audit, residing at 63, rue de Villiers, Neuilly-sur-Seine, as Statutory Auditor for the legal term of six financial years expiring at the end of the Ordinary Shareholders Meeting called to approve the financial statements for the year ending on December 31, The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, renews the expiring mandate of Mr. Etienne Boris, residing at 63, rue de Villiers, Neuilly-sur-Seine, as Substitute Auditor for the legal term of six financial years expiring at the end of the Ordinary Shareholders Meeting called to approve the financial statements for the year ending on December 31, Twelfth Resolution Authorization to be given to the Board of Directors to purchase or sell shares of the Company The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to ordinary shareholders meetings, and having considered the Board of Directors report, authorizes the Board of Directors, in accordance with Articles L et seq. of the French Commercial Code, with the power to sub-delegate as permitted by law, to acquire shares, either directly or through an authorized intermediary, for the purposes of: - delivering shares (as exchange consideration, as payment or other) in connection with acquisitions, mergers, split offs or contributions; or - delivering shares in connection with the exercise of rights attached to securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); or - allocating free shares in accordance with Articles L et seq. of the French Commercial Code; or - implementing any Company stock options plan in accordance with Articles L et seq. of the French Commercial Code or any similar plan; or 24 // Notice - Mixed Shareholders Meeting May 15, 2012

25 Draft resolutions - allocating or selling shares to employees as part of their involvement in the performance of the Company or pursuant to employee savings plans (PEE) in accordance with applicable law and in particular Articles L et seq. of the French Labor Code; or - as a general matter, to abide by the obligations relating to the share option plans or other share allocations to employees or corporate officers of the Company or one of its related companies; or - canceling all or part of the shares so acquired, subject to the approval of the 13 th resolution set forth below; or - stimulating the secondary market or the liquidity of the Nexans share through an investment services provider operating totally independently and pursuant to a liquidity contract compliant with the ethical rules defined by the French regulatory authority (the Autorité des Marchés Financiers). The Company may also carry out any operations on its shares for any reason permitted or that may come to be permitted by applicable laws and regulations. In this case, the Company will inform its shareholders through a press release. The Company may acquire a number of shares such that: - the number of shares acquired by the Company during the term of the plan does not exceed 10% of the number of shares making up the capital of the Company at any time, this percentage being applied to the adjusted capital as a result of the transactions that may affect it after the date of this Shareholders Meeting, i.e., as an indication, on December 31, 2011, a capital of 28,723,080 shares, provided however (i) that the number of shares which can be acquired for the purpose of being held in treasury and subsequently exchanged or given as payment in connection with a merger, spin-off or contribution shall not exceed 5% of the share capital of the Company and (ii) that when the shares are acquired in order to stimulate share liquidity as provided for by the general regulations of the Autorité des Marchés Financiers, the number of shares to be taken into account for purposes of calculating the 10% limit provided for in this paragraph will be equal to the number of shares purchased reduced by the number of shares resold during the term of the authorization; - the number of shares held by the Company at any given time does not exceed 10% of the number of shares making up the share capital of the Company. Shares may be bought, sold or transferred at any time within the limits authorized by the legal and regulatory provisions in force at any given time, except during a public tender offer, by any method, either through the regulated markets, multilateral trading systems, systematic internalizers or concluded by way of a private agreement, including by buying or selling blocks of shares (without limiting the part of the share buy-back program which may be undertaken in this way), or through a public offer, a purchase or exchange of shares, the use of options or other derivatives whether traded on regulated markets, multilateral trading systems, through systematic internalizers or concluded by way of private agreement, or by allocating shares in connection with the issuance of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), either directly or indirectly, through an investment services provider. The maximum purchase price per share pursuant to this resolution shall be 80 (or the exchange value of this amount on the same date in all other currencies). In the event of any change in the nominal value of the shares of the Company, of any increase of the share capital by way of incorporation of retained earnings, of allocation of free shares, of a share split or consolidation of shares, of the distribution of retained earnings or of any other assets, of repayment of the share capital and of any and all other transactions affecting shareholders equity, the Shareholders Meeting decides to delegate to the Board of Directors the necessary powers to adjust the abovementioned maximum purchase price to take into account the effect of these transactions on the value of the shares. In case of re-sale of shares on the stock market, the minimum price at which treasury shares acquired pursuant to the buyback program authorized by the present Shareholders Meeting or any prior Shareholders Meetings may be sold is set at 45 per share. This price shall also apply to the allocation of treasury shares held by the Company further to the issuance, at any time after the date of this Shareholders Meeting, of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital). Notwithstanding the foregoing, in the event that the Company makes use of the possibilities provided by the fifth paragraph of Article L of the French Commercial Code, the price per share shall be determined in accordance with applicable laws and regulations. Furthermore, the minimum sales price shall not apply in the case of treasury shares exchanged or given as payment in connection with an acquisition, such price being applicable both to transfers decided after the date of this Shareholders Meeting and to futures the terms of which have been set prior to this Meeting and which provide for sales of shares due to take place after this Meeting. Mixed Shareholders Meeting May 15, Notice // 25

26 Draft resolutions The amount that may be spent by the Company to buy back its own shares may not exceed 100 million. This authorization cancels, as from the date hereof, any remaining unused balances under any prior authorization granted to the Board of Directors for the purpose of allowing the Company to sell or purchase its own shares. This authorization shall expire at the end of the Shareholders Meeting called to approve the financial statements for the year ending on December 31, 2012 and, in any event, no later than eighteen months after the date of this Shareholders Meeting. The Shareholders delegate to the Board of Directors the necessary powers, with the power to sub-delegate as permitted by law, for the purposes of implementing this authorization and, if necessary, defining the terms and conditions of the operation of the buy-back program, in particular by placing orders on the stock market, entering into any and all agreements, allocating or re-allocating the shares so purchased to the purposes sought by the Company, subject to applicable legal and regulatory conditions, determining, if necessary, how the rights of the holders of securities (valeurs mobilières) or options will be protected, subject to applicable legal and regulatory or contractual conditions, making all declarations required to be made to the Autorité des Marchés Financiers and any regulatory authority that may take its place, to carry out all formalities and, generally, take all required actions. The maximum number of shares which may be cancelled by the Company pursuant to this resolution, over a 24- month period, is 10% of the number of shares comprising the capital of the Company, at any time whatsoever, i.e. for indicative purposes as of December 31, 2011, a share capital of 28,723,080 shares, it being recalled that this limit applies to a portion of the Company s share capital which shall, as needed, be adjusted to take into account the transactions affecting the Company s share capital after this Shareholders Meeting. This authorization cancels, as from the date hereof, any remaining unused balances under any previous authorization granted to the Board of Directors for the purpose of reducing the share capital by cancellation of treasury shares. This authorization shall expire at the end of a period of twenty-six months starting from the date of this Meeting. The Shareholders Meeting delegates to the Board of Directors the necessary powers, with the power to sub-delegate, for the purpose of canceling any treasury shares and reducing the share capital as may be carried out pursuant to this resolution, to amend the By-laws accordingly and complete all necessary formalities. Fourteenth Resolution Authorization to be given to the Board of Directors to increase the share capital by issuance of shares with preferential subscription rights EXTRAORDINARY SHAREHOLDERS MEETING Thirteenth Resolution Authorization to be given to the Board of Directors to reduce the Company s share capital by cancellation of treasury shares The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors and Auditors reports, authorizes the Board of Directors to reduce the share capital at its sole discretion, in one or several steps, in such proportion and at such periods as it may deem appropriate, by canceling all or part of the treasury shares held by the Company, subject to any limits imposed by law, and in accordance with Article L et seq. of the French Commercial Code. The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the report prepared by the Board of Directors, and in accordance with the provisions of Articles L and in particular L of the French Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers in order to increase the share capital, on one or more occasions, in France or abroad, in such proportion and at such periods as it may deem appropriate, in euros, in foreign currency or in any other monetary unit set by reference to several currencies, by issuance of ordinary shares (therefore excluding preferred shares), which shares may be subscribed to either in cash, or by compensation of claims, or by way of incorporation of retained earnings, income or premiums; 2. decides to set the following limits on the amounts of authorized issuances, should the Board of Directors decide to exercise the powers granted to it by the present resolution: 26 // Notice - Mixed Shareholders Meeting May 15, 2012

27 Draft resolutions - the overall maximum par value of capital increases that may be carried out pursuant to this resolution is set at 14 million; provided however that the maximum overall par value of capital increases which may be carried out pursuant to this resolution and the 15 th, 16 th, 17 th, 18 th, 20 th, 21 st, 22 nd and 24 th resolutions of this Meeting, is set at 14 million; - the above limits shall be increased by the par value of any shares that may be issued as part of any new financial transactions, in order to protect the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); 3. decides that the authorization granted by the present resolution shall expire at the end of a period of twenty-six months starting from the date of this Meeting; 4. should the Board of Directors decide to exercise the powers granted to it by the present delegation: - decides that the related issuance or issuances will be reserved in priority to existing shareholders who shall have the right to subscribe in proportion to the number of shares held by them in the Company; - acknowledges that the Board of Directors may grant a right to subscribe to shares which is not proportional to the number of shares held in the Company, in accordance with Article L of the French Commercial Code, - acknowledges that, in accordance with Article L of the French Commercial Code, if the irreducible subscriptions and, if applicable, the reducible subscriptions do not absorb the entire capital increase, the Board of Directors shall, subject to applicable law and in such order as it determines, have the choice between one or more of the following options: to limit the issuance to the amount of the subscriptions received, provided that subscriptions have been made for at least three-quarters of the issuance; to allocate at its discretion all or part of any unsubscribed shares remaining in the issuance; to make a public offering of all or part of any unsubscribed shares on the French market and/or abroad; 5. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, to implement this authorization, in particular for the purposes of: - deciding to increase the capital; - deciding the amount of the capital increase, the issue price and the amount of the issue premium which may be requested upon issuance, as the case may be; - determining the dates and the conditions under which the capital may be increased and the manner in which shares to be issued will be paid-up; - determining, where necessary, the terms and conditions of exercise of the rights attached to the shares to be issued and, in particular, the period, which may be retroactive, from which dividends will be payable on the new shares, as well as all other terms and conditions of the issuance; - at its sole initiative, deciding to charge costs incurred in connection with the capital increase to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve; - acknowledging the completion of each capital increase and amending the By-laws accordingly; - generally, entering into any and all agreements required to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the shares issued pursuant to this authorization and the exercise of all rights attached thereto; 6. acknowledges that this authorization cancels, as of today, any remaining unused balance under any authorization granted previously for the same purpose, namely any authorization to increase the share capital with preferential subscription rights as set out in this resolution; 7. acknowledges that, in the event that the Board of Directors uses the authorization granted to it under this resolution, the Board of Directors shall report on the use made by it of such authorization to the next Ordinary Shareholders Meeting, in accordance with applicable laws and regulations. Fifteenth Resolution Authorization to be given to the Board of Directors to issue debt securities through an offer made to the public, without preferential subscription rights, giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital), subject to a maximum nominal amount of 4 million together with the 16 th, 17 th and 21 st resolutions The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report, in accordance with Article L et seq. of the French Commercial Code, in particular L , L and L , and with the provisions of Articles L et seq. of the same Code: Mixed Shareholders Meeting May 15, Notice // 27

28 Draft resolutions 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers in order to increase the share capital, on one or more occasions and in such proportion and at such periods as it may deem appropriate, subject to the provisions of Article L of the French Commercial Code, in France and abroad, through an offer made to the public (offre au public) in euros, in foreign currency or in any other monetary unit set by reference to several currencies, by issuance of debt securities giving access to the share capital of the Company (valeurs mobilières représentatives de créances donnant accès au capital) (whether existing or new shares), issued for consideration or not, pursuant to Article L and the following Articles of the French Commercial Code, which shares may be subscribed to either in cash or by compensation of claims, or, under the same conditions, to issue securities giving access to the existing share capital of the Company (valeurs mobilières donnant accès au capital); 2. delegates to the Board of Directors, with the power to subdelegate as permitted by law, the necessary powers to issue debt securities giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital) further to issuances of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) made by companies in which the Company directly or indirectly holds more than half the share capital; This authorization automatically entails the renunciation by shareholders to their preferential subscription right to the equity securities to which such securities (valeurs mobilières donnant accès au capital de la Sociéte) may entitle, in favor of the beneficiaries thereof. 3. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers in order to issue securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of companies in which the Company directly or indirectly holds more than half the share capital; 4. decides to set the following limits on the amounts of authorized increases of capital, should the Board of Directors decide to exercise the powers granted to it by the present resolution: - the overall maximum par value of capital increases which may be carried out, whether immediately or in the future pursuant to this authorization and, provided that they are adopted, to the authorizations set out in the 16 th, 17 th and 21 st resolutions is set at 4 million, which maximum amount will be deducted from the maximum global amount set out in paragraph 2 of the 14 th resolution of this Shareholders Meeting, or if applicable, from the corresponding maximum amount that may be provided in any authorization of a similar nature which might replace these authorizations during their period of validity; - the above limits shall be increased by the nominal amount of any shares that may be issued as part of any new financial transactions, in order to protect the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); - the maximum par value amount of debt securities giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital) which may be issued is set at 300 million or the euro equivalent of such amount on the date of issuance, which will be increased by the amount of any repayment premium over the par value, and from which will be deducted from the maximum nominal amount of debt securities giving access to the share capital issued pursuant to the 16 th and 17 th resolutions, subject to their approval by this Extraordinary Shareholders Meeting; 5. decides that the authorization granted by the present resolution shall expire at the end of a period of twenty-six months as of the date of this Meeting; 6. decides to suppress the preferential subscription rights of shareholders to the securities issued pursuant to this resolution. However, the Board of Directors shall have the right, for all or part of any issuance, in accordance with paragraph 2 of Article L of the French Commercial Code, to grant shareholders, for a period and in accordance with terms and conditions that it shall determine subject to compliance with applicable laws and regulations, for all or part of any issuance, a priority subscription period, which may not confer rights to negotiable instruments, in proportion to the number of shares held by each shareholder and with the possibility to allocate any remaining unsubscribed securities on a non pro rata basis. Any shares which would not be subscribed to would be sold through a public offering (placement public) on the French market and/or abroad; 7. acknowledges that if any unsubscribed securities remain in the issuance, including, as the case may be, after the shareholders have been granted the right to subscribe, the Board of Directors may limit the issuance to the amount of the subscriptions received, provided that at least threequarters of the issuance is subscribed to; 8. acknowledges that this authorization automatically entails the renunciation by shareholders to their preferential subscription right to the equity securities to which such securities (valeurs mobilières donnant accès au capital de la Sociéte) may entitle, in favor of the beneficiaries thereof; 28 // Notice - Mixed Shareholders Meeting May 15, 2012

29 Draft resolutions 9. acknowledges that, in accordance with paragraph 1 of Article L of the French Commercial Code, the issuance price of the securities giving access to the share capital (valeurs mobilières donnant accès au capital) and the number of shares, to which they may be granted the right to subscribe due to the conversion, repayment or generally the transformation of any securities giving access to share capital of the Company, shall be such that any consideration immediately received by the Company, together with any consideration to be received subsequently, be, in respect of each share issued in connection with such securities at least equal to the minimum amount fixed by laws and regulations in force at the time of issuance. 10. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, to implement this authorization, in particular for the purposes of: - deciding to increase the capital and determining the nature of the securities to be issued; - deciding the amount of the capital increase, the issue price and the amount of the issue premium which may be requested upon issuance, as the case may be; - determining the dates and the conditions under which the capital may be increased as well as the nature, number and characteristics of any securities to be issued, deciding whether or not such securities shall be subordinated (and their repayment rank, if any, pursuant to Article L of the French Commercial Code), setting the interest rate (which may be fixed or variable, zero coupon or index-linked), determining any mandatory or optional cases in which the payment of interest may be skipped or suspended, the term (fixed or indefinite), the possibility of reducing or increasing the nominal value and any other conditions of issuance (including the granting of security or liens) and repayment (including repayment by delivery of assets of the Company), if applicable, these securities may include warrants giving right to the grant, the acquisition or the subscription of bonds or other debt securities, or provide an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interests, the payment of which may have been suspended by the company, or take the form of complex bonds as defined by the market authorities (e.g. because of their redemption or payment terms or other rights such as indexation, options) and deciding to amend any of the above conditions during the term of such securities, subject to compliance with applicable formalities; - determining the method of payment for shares or other securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), whether they are to be issued immediately or in the future; - setting, where necessary, the terms and conditions of the exercise of the rights (which may relate to the conversion, exchange or redemption, including by delivery of assets of the Company such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), including defining the period, which may be retroactive, from which dividends will be payable on the new shares, as well as all other terms and conditions of the issuance; - setting the terms and conditions under which the Company may, if applicable, at any time or during predefined periods, purchase or exchange on the stock exchange securities issued or to be issued whether immediately or in the future, whether for cancellation or otherwise, as permitted by applicable law; - suspending the exercise of rights attached to the issued securities, subject to applicable laws and regulations; - at its sole initiative, deciding to charge the costs incurred in connection with the capital increase to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve; - carrying out any adjustments required to take into account the consequences of transactions on the Company s share capital, in particular in the event of a modification of the nominal value of shares, a capital increase through the incorporation of reserves, or an allocation of free shares, share splits or consolidation of shares, distribution of dividends, retained earnings or premiums or of any other asset, repayment of share capital or any other transactions affecting shareholders equity or the share capital (including in the event of a public tender offer and/or in the case of change of control), and determining the methods by which the rights of the holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) will be protected (including by way of a cash adjustment); - acknowledging the completion of each capital increase and amending the By-laws accordingly; - generally, entering into any and all agreements to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the securities issued pursuant to this authorization and the exercise of all rights attached thereto; Mixed Shareholders Meeting May 15, Notice // 29

30 Draft resolutions 11. acknowledges that this authorization cancels, as of today, any remaining unused balance under any authorization given previously for the same purpose, namely any global authorization to increase the share capital without preferential subscription rights relating to the securities and transactions described in this resolution; 12. acknowledges that, if the Board of Directors uses the authorization granted to it under this resolution, the Board of Directors shall report on the use made by it of such authorization to the next Ordinary Shareholders Meeting, in accordance with applicable laws and regulations. Sixteenth Resolution Authorization to be given to the Board of Directors to issue debt securities through an offer made pursuant to Article L.411-2, II, of the of the French Monetary and Financial Code (Code monétaire et financier), without preferential subscription rights, giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital), subject to a maximum nominal amount of 4 million together with the 15 th, 17 th and 21 st resolutions The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report, in accordance with Article L et seq. of the French Commercial Code, in particular L , L and L , and with the provisions of Articles L et seq. of the same Code: 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers in order to increase the share capital, on one or more occasions and in such proportion and at such periods as it may deem appropriate, subject to the provisions of Article L of the French Commercial Code, in France and abroad, through an offer made pursuant to Article L.411-2, II, of the French Monetary and Financial Code (Code monétaire et financier) in euros, in foreign currency or in any other monetary unit set by reference to several currencies, by issuance of debt securities giving access to the share capital of the Company (valeurs mobilières représentatives de créances donnant accès au capital) (whether existing or new shares), issued for consideration or not, pursuant to Article L and the following Articles of the French Commercial Code, which shares may be subscribed to either in cash or by compensation of claims or, under the same conditions, to issue securities giving access to the existing share capital of the Company (valeurs mobilières donnant accès au capital); 2. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers to issue debt securities giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital) further to issuances of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) made by companies in which the Company directly or indirectly holds more than half the share capital; This authorization automatically entails the renunciation by shareholders to their preferential subscription right to the equity securities to which such securities (valeurs mobilières donnant accès au capital de la Sociéte) may entitle, in favor of the beneficiaries thereof. 3. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers in order to issue securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of companies in which the Company directly or indirectly holds more than half the share capital; 4. decides to set the following limits on the amounts of authorized increases of capital, should the Board of Directors decide to exercise the powers granted to it by the present resolution: - the overall maximum par value of capital increases which may be carried out, whether immediately or in the future pursuant to this authorization and, provided that they are adopted, to the authorizations set out in the 15 th, 17 th and 21 st resolutions is set at 4 million, which maximum amount will be deducted from the maximum global amount of 14 million set out in paragraph 2 of the 14 th resolution of this Shareholders Meeting or, if applicable, from the corresponding maximum amount that may be provided in any authorization of a similar nature which might replace these authorizations during their period of validity; - in any event, securities issued pursuant to this authorization shall not exceed the limits set forth in applicable regulations as of the day of their issuance (currently 20% of the share capital every year); - the above limits shall be increased by the nominal amount of any shares that may be issued as part of any new financial transactions, in order to protect the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); - the maximum par value amount of debt securities giving access to the share capital (valeurs mobilières représentatives de créances donnant accès au capital) which may be issued is set at 300 million or the euro equivalent of such amount on the date of issuance, which 30 // Notice - Mixed Shareholders Meeting May 15, 2012

31 Draft resolutions will be increased by the amount of any repayment premium over the par value to which will be added the maximum nominal amount of the Company s debt securities (valeurs mobilières représentatives de créances donnant accès au capital) issued pursuant to the 15 th and 17 th resolutions, subject to their adoption; 5. decides that the authorization granted by the present resolution shall expire at the end of a period of twenty-six months as of the date of this Meeting; 6. decides to suppress the preferential subscription rights of shareholders to the securities issued pursuant to this resolution; 7. acknowledges that if any unsubscribed securities remain in the issuance, the Board of Directors may limit the issuance to the amount of the subscriptions received, provided that at least three-quarters of the issuance is subscribed to; 8. acknowledges that this authorization automatically entails the renunciation by shareholders to their preferential subscription right to the equity securities to which such securities (valeurs mobilières donnant accès au capital de la Société) may entitle, in favor of the beneficiaries thereof; 9. acknowledges that, in accordance with paragraph 1 of Article L of the French Commercial Code, the issuance price of the securities giving access to the share capital (valeurs mobilières donnant accès au capital) and the number of shares, to which they may be granted the right to subscribe due to the conversion, repayment or generally the transformation of any securities giving access to share capital of the Company, shall be such that any consideration immediately received by the Company, together with any consideration to be received subsequently, be, in respect of each share issued in connection with such securities at least equal to the minimum amount fixed by laws and regulations in force at the time of issuance. 10. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, to implement this authorization, in particular for the purposes of: - deciding to increase the capital and determining the nature of the securities to be issued; - deciding the amount of the capital increase, the issue price and the amount of the issue premium which may be requested upon issuance, as the case may be; - determining the dates and the conditions under which the capital may be increased as well as the nature, number and characteristics of any securities to be issued, deciding whether or not such securities shall be subordinated (and their repayment rank, if any, pursuant to Article L of the French Commercial Code), setting the interest rate (which may be fixed or variable, zero coupon or index-linked), determining any mandatory or optional cases in which the payment of interest may be skipped or suspended, the term (fixed or indefinite), the possibility of reducing or increasing the nominal value and any other conditions of issuance (including the granting of security or liens) and repayment (including repayment by delivery of assets of the Company), if applicable, these securities may include warrants giving rights to the grant, the acquisition or the subscription of bonds or other debt securities, or provide an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interests, the payment of which may have been suspended by the company, or take the form of complex bonds as defined by the market authorities (e.g. because of their redemption or payment terms or other rights such as indexation, options) and deciding to amend any of the above conditions during the term of such securities, subject to compliance with applicable formalities; - determining the method of payment for shares or other securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), whether they are to be issued immediately or in the future; - setting, where necessary, the terms and conditions of the exercise of the rights (which may relate to the conversion, exchange or redemption, including by delivery of assets of the Company such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), including defining the period, which may be retroactive, from which dividends will be payable on the new shares, as well as all other terms and conditions of the issuance; - setting the terms and conditions under which the Company may, if applicable, at any time or during predefined periods, purchase or exchange on the stock exchange securities issued or to be issued whether immediately or in the future, whether for cancellation or otherwise, as permitted by applicable law; - suspending the exercise of rights attached to the issued securities, subject to applicable laws and regulations; - at its sole initiative, deciding to charge the costs incurred in connection with the capital increase to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve; Mixed Shareholders Meeting May 15, Notice // 31

32 Draft resolutions - carrying out any adjustments required to take into account the consequences of transactions on the Company s share capital, in particular in the event of a modification of the nominal value of shares, a capital increase through the incorporation of reserves, an allocation of free shares, share splits or consolidation of shares, distribution of dividends, retained earnings or premiums or of any other asset, repayment of share capital or any other transactions affecting shareholders equity or the share capital (including in the event of a public tender offer and/or in the case of change of control), and determining the methods by which the rights of the holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) will be protected (including by way of a cash adjustment); - acknowledging the completion of each capital increase and amending the By-laws accordingly; - generally, entering into any and all agreements to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the securities issued pursuant to this authorization and the exercise of all rights attached thereto; 11. acknowledges that this authorization does not have the same purpose as the 15 th resolution of this Shareholders Meeting, since this authorization is not a global authorization given with respect to the right to make capital increases without preferential subscription rights but an authorization regarding the right to make capital increases without preferential subscription rights pursuant to Article L.411-2, II, of the French Monetary and Financial Code; as a result, acknowledges that this resolution does not prevent the 15 th resolution of this Shareholders Meeting from being effective, and that the validity and term of such 15 th resolution are unaffected by the present authorization; 12. acknowledges that this authorization cancels, as of today, any remaining unused balance under any authorization given previously for the same purpose, namely any authorization to increase the share capital pursuant to Article L.411-2, II, of the French Monetary and Financial Code without preferential subscription rights relating to the securities and transactions described in this resolution; Seventeenth Resolution Authorization to be given to the Board of Directors to increase the amount of an issuance of ordinary shares or securities, with or without preferential subscription rights, within the limits set in the 14 th, 15 th and 16 th resolutions The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report, in accordance with Article L of the French Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers to decide to increase the number of securities to be issued pursuant to a capital increase, with or without preferential subscription rights, at the same price as the one set for the initial issuance, in accordance with the limits and time periods set by the regulations applicable at the date of issuance (which currently provide that such increase must occur within 30 days of the end of the subscription period for the initial issuance and must be limited to 15% of the initial issuance), in particular for the purpose of granting an over-allotment right (greenshoe) in accordance with market practice; 2. decides that the nominal amount of any capital increase realized pursuant to this resolution will be deducted from (i) the limit of 4 million fixed in paragraph 4 of the 15 th and 16 th resolutions of this Meeting in the event of an issuance without preferential subscription rights, and, in any case, (ii) from the maximum global amount of 14 million set in paragraph 2 of the 14 th resolution of this meeting or, as the case may be, from the corresponding maximum global amount that may subsequently be provided by a resolution of the same nature, which could succeed such resolutions during the term of validity of this authorization. The authorization granted by the present resolution shall expire at the end of a period of twenty-six months starting from the date of this Meeting. 13. acknowledges that, if the Board of Directors uses the authorization granted to it under this resolution, the Board of Directors shall report on the use made by it of such authorization to the next Ordinary Shareholders Meeting, in accordance with applicable laws and regulations. 32 /// Notice - Mixed Shareholders Meeting May 15, 2012

33 Draft resolutions Eighteenth Resolution Possibility to issue ordinary shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) without a preferential subscription right, up to 5% of the share capital as payment for contributions in kind of shares of another company or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of another company. The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings and having considered the Board of Directors report and the Auditors special report, in accordance with the provisions of Article L et seq. of the French Commercial Code, in particular paragraph 6 of Article L thereof: 1. authorizes the Board of Directors, with the power to sub-delegate as permitted by law, to carry out a capital increase, in one or several steps, subject to a limit of 5% of the share capital at the date of the increase of capital, to issue ordinary shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) in consideration for in-kind contributions of shares of another company or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of another company, provided Article L of the French Commercial Code does not apply, by way of issuance, on one or more occasions, of ordinary shares (excluding preferential shares) or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), it being specified that the maximum nominal amount of any capital increases that may be realized pursuant to this resolution will be deducted from the global maximum limit of 14 million provided for in paragraph 2 of the 14 th resolution of this Shareholders Meeting (or, as the case may be, by the corresponding maximum limit set by resolutions of a similar nature which could succeed such resolutions during the term of validity of this authorization); 2. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, to implement this authorization, in particular for the purposes of: - deciding to increase the capital compensating the contributions and determining the securities to be issued; - determining which securities are to be contributed, approving the valuation of the contribution, determining the terms and conditions of issuance of the securities to be issued and the amount of any required cash payment (soulte), approving specific rights to be granted (avantages particuliers) and reducing, subject to the consent of the contributors, the value of the contributions to be made or the consideration payable in respect of any specific rights granted; - determining the nature and characteristics of the securities to be issued and determining the terms and conditions pursuant to which the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of the Company will be protected, if necessary; - at its sole initiative, charging the costs incurred in connection with the capital increase to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve; - acknowledging the completion of each capital increase and amending the By-laws accordingly; - generally, entering into any and all agreements required to ensure the successful completion of the contemplated issuances, the listing and the financial services to be provided in connection with the securities issued pursuant to this authorization and the exercise of all rights attached thereto; 3. acknowledges that this authorization cancels, as of today, any remaining unused balance under any authorization given previously for the same purpose, namely any authorization for the issuance of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) without preferential subscription rights in consideration for in-kind contributions of shares of another company or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) of another company. The authorization granted by the present resolution shall expire at the end of a period of twenty-six months starting from the date of this Shareholders Meeting. Nineteenth Resolution Authorization to be given to the Board of Directors to increase the share capital by way of incorporation of premiums, profits, reserves or other The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and in accordance with the provisions of Article L of the French Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers to increase the share capital, on one or more occasions, in such proportion and at such periods as it may deem Mixed Shareholders Meeting May 15, Notice /// 33

34 Draft resolutions appropriate, by way of incorporation of premiums, reserves, profits or other that may be incorporated under the laws in force or the By-laws, through the issuance of new shares or the increase of the nominal value of existing shares or a combination of these methods. The maximum nominal amount of any capital increase that may be realized pursuant to this resolution is limited to 10 million; 2. delegates to the Board of Directors, should the Board of Directors decide to exercise the powers granted to it by the present resolution, the necessary powers, with the power to sub-delegate as permitted by law, to implement this authorization, in particular for the purposes of: - deciding the amount and the nature of sums to be incorporated into the share capital, the number of new shares to be issued and/or the amount by which the nominal amount of existing shares shall be increased and the period, which may be retroactive, from which dividends will be payable on the new shares or from which the nominal value of existing shares will be increased; - deciding, in the event that new shares are issued: that the rights relating to fractions of shares may not be traded, that the corresponding shares will be sold and that the proceeds of such sale will be allocated to the holders of such rights as provided for by applicable laws and regulations; that shares allocated by virtue of this delegation in respect of existing shares with double voting rights will benefit from double voting rights immediately upon issuance; - to proceed with any adjustments required to take into account the consequences of transactions on the Company s share capital, in particular in the event of a modification of the nominal value of shares, of a capital increase through the incorporation of reserves, an allocation of free shares or securities, share splits or consolidation of shares, the distribution of dividends, retained earnings or premiums or of any other asset, the repayment of share capital or any other transactions affecting shareholders equity or share capital (including in the event of a public offer and/ or in the case of a change of control), and, to determine the methods by which the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) will be protected (including by way of cash adjustments); - acknowledging the completion of each capital increase and amending the By-laws accordingly; - generally, entering into any and all agreements to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the securities issued pursuant to this authorization and the exercise of all rights attached thereto; 3. acknowledges that this authorization cancels, as of today, any remaining unused balance under any authorization given previously for the same purpose, namely any authorization to increase the share capital through incorporation of premiums, profits or reserves or other. The authorization granted by the present resolution shall expire at the end of a period of twenty-six months starting from the date of this Shareholders Meeting. Twentieth Resolution Twentieth Resolution - Authorization to be given to the Board of Directors to increase the share capital through an issuance, reserved for members of employee share savings plans and without preferential subscription rights, of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) up to 400,000 in par value The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report, and in accordance with the provisions of Articles L , L and L of the French Commercial Code and of Articles L to L of the French Labor Code: 1. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers to increase the share capital, on one or more occasions, up to a global maximum par value of 400,000 (the nominal amount of the shares that may issued, in addition, in the event of new financial transactions, to preserve the rights of holders of securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) will be added to this limit, as applicable), by issuance(s) of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) reserved for members of one or several employee share savings plans (or members of any other plan to whom a capital increase may be reserved on similar conditions pursuant to Articles L et seq. of the French Labor Code or any similar law or regulation which would permit the reservation of an increase in capital in similar conditions) which may be put in place by the group made up of the Company and all foreign and French companies within the scope of consolidation of the Company in accordance with Article L of the French Labor Code; provided that this resolution may be used to introduce systems with a leverage effect and that the maximum par value of any 34 /// Notice - Mixed Shareholders Meeting May 15, 2012

35 Draft resolutions capital increase which may be made pursuant to this resolution shall be deducted from the overall maximum limit of 14 million set in paragraph 2 of the 14 th resolution of this meeting or, if applicable, from the global maximum limit potentially provided by a resolution of the same nature which could succeed such resolution during the term of this delegation; 2. decides that the authorization granted by the present resolution shall expire at the end of a period of twenty-six months as from the date of this Meeting; 3. decides that the issue price for the new shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) which may be issued under this resolution will be determined in accordance with Articles L et seq. of the French Labor Code and shall be equal to at least 80% of the Reference Price (as defined hereafter); however, the Board of Directors is hereby expressly authorized to reduce or not grant the aforementioned discount if the Board deems this advisable, to the extent permitted by applicable laws and regulations, in particular in order to take into account, inter alia, applicable laws, taxes, accounting and social security regimes. For the purposes of this paragraph, the Reference Price shall mean the average of the opening price of the shares on the regulated market by Euronext Paris over the twenty trading days preceding the day on which the decision is taken to the open the subscriptions to members of employee share savings plans; 4. authorizes the Board of Directors to allocate to the beneficiaries mentioned above, in addition to the shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) to be subscribed to in cash, new or existing free shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), in lieu of all or part of the discount on the Reference Price and/or in substitution for the employer s contribution; provided however that the benefit procured by the grant of such free shares or securities does not exceed the applicable legal and regulatory limits set by Articles L et seq. of the French Labor Code; 5. decides to suppress, in favor of the abovementioned beneficiaries, the preferential subscription rights of existing shareholders to subscribe to the shares and securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) issued pursuant to this authorization and also decides that the shareholders renounce, for no consideration, in the case of an allocation of free shares, of any right they may have to receive such free shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital), including their right to any part of the reserves, profits or premiums incorporated to the capital for the purpose of issuing the free shares allocated pursuant to this resolution; 6. authorizes the Board of Directors, subject to the terms and conditions set out in this authorization, to sell shares to the members of employee share savings plans as provided for by Article L of the French Labor Code, it being specified that the nominal amount of the shares so transferred with a discount to the members of one or several employee share savings plans mentioned in this resolution shall be deducted from the overall maximum limits mentioned in paragraph 1 above; 7. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, and subject to the limits and conditions defined above, for the purposes of carrying out the authorization granted to it by the present resolution, and in particular by: - determining, in accordance with applicable law, the list of companies whose beneficiaries as mentioned above may subscribe to shares or securities issued pursuant to this resolution and, as the case may be, be allocated free shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital); - deciding that the issuance may be subscribed to either directly by members of share savings plans or through employee share funds or through any other structures or entities permitted by applicable laws and regulations; - determining the conditions, in particular in terms of length of employment within the Company, which the beneficiaries of the capital increases must satisfy; - setting the opening and closing dates for the subscriptions; - determining the amount of any issuances made pursuant to this resolution and deciding in particular, the issue prices, the dates, time-periods, terms and conditions of the subscriptions, the methods of payment and delivery and the date from which dividends will be payable on new shares, which may be retroactive, the rules of reduction in the case of over-allotment, as well as the other terms and conditions applicable to the issuances, in accordance with applicable laws and regulations; - when free shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) are allocated, determining the nature, characteristics and number of shares or securities to be issued and the number to be allocated to each beneficiary, deciding the dates, time-periods and terms and conditions under which free shares and securities will be allocated, in compliance with applicable laws and regulations, and in particular deciding whether to allocate free shares or securities giving the right to acquire shares in the Company Mixed Shareholders Meeting May 15, Notice /// 35

36 Draft resolutions in lieu of all or part of the discount on the Reference Price referred to above or in substitution for the employer s contribution, up to the value of the free shares or securities, or a combination of these two methods; - in the case of issuance of new shares, deducting, as may be required, from the reserves, profits or issue premiums, the amounts necessary to pay up such shares; - acknowledging the completion, by the amount of capital subscribed, of each capital increase and amending the By-laws accordingly; - charging the costs incurred in connection with the capital increase, as the case may be, to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve to one-tenth of the new share capital after each capital increase; - entering into any and all agreements, taking all measures and accomplishing all formalities required, whether directly or indirectly through a service provider, subsequent to the capital increases and amending the By-laws accordingly; - generally, entering into any and all agreements to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the securities issued pursuant to this authorization and the exercise of all rights attached thereto or subsequent to the increases of capital; 8. decides that this authorization cancels, as of today, any remaining unused balance under any authorization given previously for the same purpose, namely any authorization to increase the share capital through the issuance, without preferential subscription rights, of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) reserved for members of employee share savings plans, and all of the transactions mentioned therein. Twenty-first Resolution Authorization to be given to the Board of Directors to increase the share capital reserved to a category of beneficiaries in order to allow employees of certain foreign subsidiaries to benefit from an employee saving scheme on conditions comparable to those set forth in the 16 th resolution of the Shareholders Meeting dated May 31, 2011 or the 20 th resolution of this Shareholders Meeting In accordance with the provisions of Articles L et seq. of the French Commercial Code, in particular L and L of such Code, the Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report: 1. acknowledges the fact that in certain countries, legal or tax-related difficulties or uncertainties may complicate or undermine the implementation of employee share ownership formulas performed directly or through the intermediary of a mutual fund pursuant to the 16 th resolution of the Shareholders Meeting dated May 31, 2011 or the 20 th resolution of this Shareholders Meeting (the eligible beneficiaries of the Nexans group companies whose registered offices are located in one of these countries referred to hereafter as Foreign Employees, the Nexans group consisting of the Company and the French or foreign companies related to the Company in the conditions defined in Article L of the French Commercial Code and L of the French Labor Code) and of the fact that the implementation for the benefit of certain Foreign Employees of alternatives to the formulas offered to French residents who are participants in one of the Company s savings plans implemented by one of the Nexans group companies may be required; 2. delegates to the Board of Directors, with the power to sub-delegate as permitted by law, the necessary powers to increase the share capital of the Company, on one or more occasions, in such proportion and at such periods as it may deem appropriate, in France or abroad, either in euros or in any other currency or monetary unit established by reference to several currencies; through the issuance, without preferential subscription rights, of shares or securities giving access to the share capital of the Company (valeurs mobilières donnant accès au capital) reserved for the category of beneficiaries defined hereafter, it being understood that shares may be subscribed for either in cash, or through an offset of claims; 3. decides to suppress the preferential subscription rights of shareholders to the shares issued pursuant to this authorization and to reserve such rights for the following category of beneficiaries: credit institutions (and their subsidiaries) acting on the Company s request for the purposes of offering to all or part of the Foreign Employees an alternative offer on economical conditions comparable to any share saving plan which would be implemented through a capital increase realized pursuant to the 16th resolution of the Shareholders Meeting dated May 31, 2011 or the 20th resolution of this Shareholders Meeting; 4. decides that the issue price for the new shares which may be issued under this resolution shall not represent a discount of more than 20% on the average of the opening price of the shares of the Company on the regulated market by Euronext Paris over the twenty trading days preceding the day of the Board of Directors or Chairman s (Président Directeur Général) decision to set the date for the start of the 36 /// Notice - Mixed Shareholders Meeting May 15, 2012

37 Draft resolutions subscription period for a capital increase realized pursuant to the 16 th resolution of the Shareholders Meeting dated May 31, 2011 or the 20 th resolution of this Shareholders Meeting (and shall not be above such average either); the Board of Directors or the Chairman (Président Directeur Général) may decide to reduce such discount if it deems it appropriate, including to take into account applicable local laws and accounting, tax and social regulations; 5. decides that capital increase(s) realized pursuant to this resolution shall give right to a number of shares representing a maximum nominal amount of 100,000, it being specified that the nominal maximal amount of the capital increases which may be carried out whether immediately or in the future pursuant to this authorization and, subject to their approval by this Extraordinary Shareholders Meeting, pursuant to the 15 th, 16 th and 17 th resolutions (or to any resolution of the same nature which could succeed such resolutions during the term of this delegation), is set at 4 million, it being specified that this amount shall be deducted from the overall maximum limit of 14 million set in paragraph 2 of the 14 th resolution, or, if applicable, from the corresponding limit provided in a resolution that could succeed such resolution during the term of validity of this delegation; 6. decides that the Board of Directors shall have full authority, with the power to sub-delegate as permitted by law, for the purposes of carrying out in one or more instances the authorization granted to it by the present resolution, and in particular by: - etermining the identity of the beneficiaries, within the category set forth above, for each issuance and the number of shares to which each such beneficiary shall have the right to subscribe; - determining the employee saving schemes which shall be offered to employees of each relevant country, in light of applicable local legal constraints, and select eligible countries within those in which the group has subsidiaries, as well as the identity of eligible subsidiaries; - determining the nominal amount of any issuances made pursuant to this resolution and deciding, in particular, the issuance prices, within the limits set forth in this resolution and acknowledging the definitive amount of each capital increase; - determining, the dates and any other terms and conditions of such capital increases in accordance with applicable laws and regulations; - taking any and all actions for the completion of the issuances and the listing of the new shares, completing any subsequent formalities, including the modification of the By-laws, and more generally do all that is necessary; - if deemed appropriate, charging the costs incurred in connection with such capital increase to the proceeds thereof and deducting from such proceeds any amount necessary to increase the legal reserve to one-tenth of the new share capital resulting from such capital increase; - generally, entering into any and all agreements to ensure the successful completion of the contemplated issuances, taking all measures and accomplishing all formalities required for the issuance, the listing and the financial services to be provided in connection with the shares issued pursuant to this authorization and the exercise of all rights attached thereto or subsequent to the increases of capital; 7. decides that the authorization granted by the present resolution shall expire at the end of a period of eighteen months as from the date of this Meeting. Twenty-second Resolution Delegation of competence to be given to the Board of Directors for the allocation of free shares, whether already issued or to be issued, to employees and corporate officers of the Group, or to some of them, within the limit of a nominal amount of 160,000, subject to the performance conditions set by the Board of Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report and the Auditors special report: 1. authorizes the Board of Directors with the power to sub-delegate within the legal limits to allocate free shares, whether already issued or to be issued (excluding preferred shares), on one or more occasions, in accordance with the provisions of Articles L et seq. of the French Commercial Code, to those beneficiaries or categories of beneficiaries that it shall choose from among the employees of the Company or of related companies or groups as provided for in Article L of that Code, and the corporate officers of the Company or of related companies or groups that meet the conditions stipulated in Article L , II, of such Code under the conditions defined below; 2. decides that the total nominal amount of the existing or new shares which may be allocated pursuant to this authorization will not exceed 160,000 (the above limit will be increased by the par value of any shares that may be issued as part of any new financial transactions, in order to protect the rights of holders of securities giving Mixed Shareholders Meeting May 15, Notice /// 37

38 Draft resolutions access to the share capital), with the understanding that the maximum nominal amount of the capital increases capable of being carried out immediately or in the future pursuant to this delegation will be deducted from the overall limit of 14 million stipulated in paragraph 2 of the 14 th resolution of this meeting or, where applicable, from the amount of the limit stipulated in a resolution of the same nature that might possibly succeed those resolutions during the period of validity of this delegation; 3. decides that the allocation of those shares to the beneficiaries will only become final subject to the application of the performance criteria already set by the Board of Directors prior to this Shareholders Meeting and submitted in the Board of Directors report on the resolutions of this Shareholders Meeting; 4. decides further that the allocation of those shares to their beneficiaries shall only become final either (i) upon the end of a minimum vesting period which shall be no shorter than the minimum vesting period set by the French Commercial Code on the date of the decision of the Board of Directors, (i.e., currently two years), the beneficiaries having to hold those shares for a minimum period that may not be lower than the vesting period provided for in the French Commercial Code on the date of the Board of Directors decision (i.e., currently two years after the final distribution of such shares), or (ii) upon the end of a minimum vesting period of four years, the beneficiaries no longer being restricted by any holding period, with the understanding that in both cases the allocation of the shares to their beneficiaries shall become final before the expiration of the aforementioned vesting period in the case of the disability of a beneficiary corresponding to classification in the second or third category under Article L of the French Social Security Code, or a similar category in a foreign country, and that the shares shall be freely transferable in the case of the disability of the beneficiary corresponding to the classification in the aforementioned categories of the French Social Security Code, or a similar category in a foreign country; 5. confers full authority on the Board of Directors, with the power to sub-delegate within the legal limits, for the purpose of implementing this authorization and particularly for the purpose of: - determining whether the performance shares are shares to be issued or existing ones and, where applicable, to modify its choice prior to the final distribution of the shares; - determining the identity of the beneficiaries, or of the category or categories of beneficiaries, of the allocations of shares among the employees and corporate officers of the Company or the aforementioned companies or groups and the number of shares allocated to each of them; - setting the conditions and, where applicable, the criteria for the allocation of the shares, particularly the minimum vesting period and the conservation period required of each beneficiary, under the conditions stipulated above, with the understanding that in the case of shares granted freely to corporate officers, the Board of Directors must either (a) decide that the shares granted freely cannot be transferred by the interested parties so long as they remain in office, or (b) set the number of freely granted shares that they are required to hold in registered form so long as they remain in office; - providing for the authority to suspend the allocation rights temporarily; - recording the dates of final allocation and the dates as of which the shares may be freely transferred, taking into consideration the legal restrictions; - in the case of the issuance of new shares, deducting, where applicable, from the reserves, profits, or issue premiums, the amounts necessary to pay for those shares, recording the capital increases carried out pursuant to this authorization, making the corresponding amendments to the By-laws and in general accomplishing all the necessary acts and formalities; 6. decides that the Company, where applicable, may adjust the number of freely allocated shares so as to protect the rights of the beneficiaries of such shares, taking into account in particular the consequences of certain transactions on the Company s share capital, in particular in the event of a modification of the nominal value of the shares, a capital increase through the incorporation of reserves, an allocation of free shares, an issuance of new shares or securities giving the right to acquire shares of the company with preferential subscription rights in favor of existing shareholders, share splits or consolidation of shares, the distribution of retained earnings, issuance premiums or any other asset, the repayment of share capital, the modification of the rights to share in profits as a result of the issuance of preferred shares or any other transactions affecting shareholders equity or share capital (including in the case of a tender offer or a change of control), provided that the shares allocated in application of these adjustments shall be deemed to have been allocated on the same day as the shares initially allocated; 7. acknowledges that in the event of the free allocation of new shares, this authorization shall entail, as and when those shares are finally allocated, a capital increase by way of incorporation of reserves, profits or issue premiums for the benefit of the beneficiaries of those shares and 38 /// Notice - Mixed Shareholders Meeting May 15, 2012

39 Draft resolutions a corresponding waiver by the shareholders of their preferential subscription right to those shares, in favor of the beneficiaries thereof; 8. acknowledges that, if the Board of Directors uses the authorization granted to it under this resolution, the Board of Directors shall report on the use made by it of such authorization to the next Ordinary Shareholders Meeting, in accordance with Articles L to L of the French Commercial Code and subject to the conditions set out in Article L of the Code; 9. acknowledges the fact that this authorization cancels, as of today, any remaining unused balance under any authorization given previously to allocate free of charge existing or new shares to employees or corporate officers of the Company or related companies or groups, or to some of them; 10. decides that this authorization is given for a period of eighteen months as of this date. Twenty-third Resolution Approval of the modification of the reference panel for the assessment of the performance criteria to which are subject the final acquisition of performance shares allocated in application of the 14 th resolution adopted by the Shareholders Meeting of May 31, 2011 The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and having considered the Board of Directors report: 1. recalls that the 24 th resolution adopted by the Shareholders Meeting of May 31, 2011 authorized the Board of Directors, within the framework of the provisions of Articles L et seq. of the French Commercial Code, to allocate free shares, whether already issued or to be issued (other than preferred shares), on one or more occasions, in favor to those beneficiaries or categories of beneficiaries that it shall choose from among the employees of the Company or of related companies or groups as provided for in Article L of that Code, and the corporate officers of the Company or of related companies or groups that meet the conditions stipulated in Article L , II, of such Code within the limit of a nominal amount of 156,000, and decided that the allocation of such shares to the beneficiaries will only become final upon the satisfaction of the performance criteria already set by the Board of Directors prior to the Shareholders Meeting of May 31, 2011 and presented in the Board of Directors report on the resolutions submitted to this Shareholders Meeting; 2. acknowledges that the decision of the Board of Directors of November 15, 2011, at the time of the allocation of the 246,525 performance shares (i.e. 147,215 maximum performance shares and 99,310 target performance shares) carried out in application of the 14 th resolution adopted by the Shareholders Meeting of May 31, 2011, to add, subject to the condition precedent of the approval of this modification by the extraordinary shareholders meeting, a company, the company Leoni, to the reference panel used to assess of the performance criteria to which are subject the final acquisition of the performance shares so allocated; 3. approves this modification of the reference panel for the assessment of the performance criteria to which are subject the final acquisition of the performance shares decided by the Board of Directors of November 15, Twenty-fourth Resolution Authorization to be given to the Board of Directors for the purpose of freely allocating existing or future shares to employees, or to some of them, up to the limit of a nominal amount of 15,000 The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and after having considered the Board of Directors report and the Auditors special report: 1. authorizes the Board of Directors,with the power to sub-delegate within the legal limits, within the scope of the provisions of Articles L et seq. of the French Commercial Code, to make one or more free allocations of existing or future shares (with the exception of preferred shares), for the beneficiaries or categories of beneficiaries that it shall choose from among the employees of the Company or the related companies or groups under the conditions set forth in Article L of that Code, or the related companies or groups that fulfill the conditions stipulated in Article L , II of that Code, under the conditions specified below; 2. decides that the total nominal amount of the existing or future shares allocated pursuant to this authorization cannot be greater than 15,000 (this limit shall be increased, where applicable, by the nominal amount of any additional shares that may be issued as part of any new financial transactions, in order to protect the rights of holders of securities giving access to the share capital), with the understanding that the maximum nominal amount of the capital increases capable of being realized immediately or in the future pursuant to this delegation shall be deducted from the amount of the overall limit of 14 million stipulated in paragraph 2 of the 14 th resolution of this Shareholders Mixed Shareholders Meeting May 15, Notice /// 39

40 Draft resolutions Meeting or, where applicable, from the amount of the limit stipulated in a resolution of the same nature that might possibly succeed those resolutions during the period of validity of this authorization; 3. decides further that the allocation of those shares to their beneficiaries shall only become final either (i) upon the end of a minimum vesting period which shall be no shorter than the minimum vesting period set by the French Commercial Code on the date of the decision of the Board of Directors (i.e., currently two years), the beneficiaries having to hold those shares for a minimum period which shall be no shorter than the minimum vesting period set by the French Commercial Code on the date of the decision of the Board of Directors (i.e., currently two years from the final grant of such shares), or (ii) upon the end of a minimum vesting period of four years, the beneficiaries no longer being restricted to any holding period, with the understanding that in both cases, the allocation of the shares to their beneficiaries shall become final before the expiration of the aforementioned vesting period in the case of the disability of a beneficiary corresponding to classification in the second or third category under Article L of the French Social Security Code, or a similar category in a foreign country, and that the shares are freely transferable in the case of the disability of the beneficiary corresponding to the classification in the aforementioned categories of the French Social Security Code, or a similar category in a foreign country; 4. confers full authority on the Board of Directors, with the power to sub-delegate within the legal limits, for the purpose of implementing this authorization and particularly for the purpose of: - determining whether the shares freely allocated are shares to be issued or are existing ones and, where applicable, modifying its choice prior to the final distribution of the shares; - determining the identity of the beneficiaries, or the category or categories of beneficiaries, of the allocations of shares among the employees of the Company or the aforementioned companies or groups and the number of shares allocated to each of them; - setting the conditions and, where applicable, the criteria for allocation of the shares, particularly the minimum vesting period and the holding period required for each beneficiary, under the conditions stipulated above; - providing for the authority to suspend the allocation rights temporarily; - recording the dates of final allocation and the dates as of which the shares may be freely transferred, taking into consideration the legal restrictions; - in the case of the issuance of new shares, deducting, as applicable, from the reserves, profits or issue premiums, the amounts necessary to pay for those shares, recording the capital increases realized pursuant to this authorization, making the corresponding amendments to the By-laws and in general accomplishing all the necessary acts and formalities; 5. decides that the Company may, where applicable, make the necessary adjustments in the number of freely allocated shares in order to protect the rights of the beneficiaries, in accordance with possible transactions involving the Company s share capital, particularly in the event of a modification of the par value of the share, a capital increase through the incorporation of reserves, an allocation of free shares, an issuance of new shares or securities giving the right to acquire shares of the Company with preferential subscription rights in favor of existing shareholders, share splits or consolidation of shares, a distribution of reserves, issue premiums or any other asset, the repayment of share capital, the modification of the rights to share in profits as a result of the issuance of preferred shares or any other transactions affecting shareholders equity or share capital (including by way of a public tender offer and/ or a change of control), on the understanding that the shares allocated in application of these adjustments shall be deemed to have been allocated on the same day as the shares initially allocated; 6. acknowledges that in the event of the free allocation of new shares, this authorization shall entail, as and when those shares are finally allocated, a capital increase by way of incorporation of reserves, profits or issue premiums for the benefit of the beneficiaries of those shares and a corresponding waiver by the shareholders of their preferential subscription right to those shares, in favor of the beneficiaries thereof; 7. acknowledges the fact that in the event that the Board of Directors makes use of this authorization, it shall inform the Ordinary Shareholders Meeting each year of the transactions carried out pursuant to the provisions of Articles L to L of the French Commercial Code, under the conditions set forth in Article L of that code; 8. acknowledges the fact that this delegation cancels as of today, where applicable, any remaining unused balance under any delegation given previously to the Board of Directors for the purpose of carrying out free allocations of existing or future shares to employees of the Company or related companies or groups, or to some of them; 9. decides that this authorization is given for a period of eighteen months as of this date. 40 /// Notice - Mixed Shareholders Meeting May 15, 2012

41 Draft resolutions Twenty-fifth Resolution Addition of an Article 12 bis to the Company s By-laws to ensure the representation of the employee shareholders on the Board of Directors Twenty-sixth Resolution Modification of Article 13, paragraph 2, of the Company s Bylaws in order to allow the Chairmen of the Committees to convene the Board of Directors The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, and after having considered the Board of Directors report: - decides to provide in the Company s By-laws for the mandatory representation of the employee shareholders on the Board of Directors; - decides, therefore, to add an Article 12 bis Director representing the employee shareholders in the Company s By-laws, the text of which is set forth below: One of the members of the Board of Directors shall be appointed by the Ordinary Shareholders Meeting, upon the recommendation of the Board of Directors, from among the employee members of the supervisory board(s) of the company mutual fund(s), governed by Article L of the French Monetary and Financial Code, representing the employee shareholders. This member is subject to all of the legal and regulatory provisions that apply to the members of the Board of Directors. However, his or her term of office will automatically expire and the member of the Board of Directors representing the employee shareholders shall be considered to have resigned from office in the event of a loss of the status of (i) salaried employee of the Company or of a related company within the meaning of Article L of the French Commercial Code or (ii) member of a supervisory board of a company mutual fund, governed by Article L of the French Monetary and Financial Code, representing the employee shareholders. The Board of Directors may validly meet and deliberate until the date he or she is replaced. - acknowledges that the other provisions of the Company s By-laws remain unchanged; - grants all powers to the Board of Directors, with the power to sub-delegate as provided by law, to carry out any acts, formalities and declarations, perform any filings and, more generally, take any useful measures in view of implementing the modifications of the By-laws described above. The Shareholders Meeting, voting in accordance with the quorum and majority rules applicable to extraordinary shareholders meetings, in conformity with the provisions of Article L of the French Commercial Code and after having considered the Board of Directors report, decides to replace Article 13 ( Meetings of the Board of Directors ), paragraph 2 of the Company s Bylaws: - the current drafting of which is as follows: The Board is convened by the Chairman and if he/she is not responsible for the general management of the company, at the request of the Managing Director, by any means including orally. Directors representing at least one third of the members of the Board can convene a Board meeting and fix the agenda if a Board meeting has not been held for more than two months. ; - by the following provision: The Board is convened by the Chairman and if he/she is not responsible for the general management of the company, at the request of the Managing Director, by any means including orally. The Chairmen of the Committees formed by the Board of Directors can convene a Board meeting and fix the agenda. Directors representing at least one third of the members of the Board can convene a Board meeting and fix the agenda if a Board meeting has not been held for more than two months. ORDINARY SHAREHOLDERS MEETING Twenty-seventh Resolution Powers to complete legal formalities The Shareholders Meeting, voting in accordance with quorum and majority rules applicable to ordinary shareholders meetings, confers all necessary powers on any bearer of an original, a copy or an extract of these minutes of this Shareholders Meeting, for the purpose of performing any filings and formalities relating to the resolutions adopted by this Shareholders Meeting Mixed Shareholders Meeting May 15, Notice /// 41

42 Presentation of candidates to the board of directors Frédéric Vincent Renewal 57 years old Chairman and CEO 8 rue du Général Foy, Paris, France Colette Lewiner Renewal 66 years old Independent Director Vice President, Global Leader Energy, Utilities & Chemicals of Cap Gemini Tour Europlaza, La Défense 4, 20 avenue Andre Prothin Paris La Défense Cedex, France Number of shares and FCPE units held as of : 12,836 shares (including 1,000 held by his wife) 3,689 FCPE units Date of first election: April 10, 2008 Expertise/Experience: In 1986, Frédéric Vincent joined Alcatel after working for a major auditing firm from 1978 to He moved to Alcatel s Cables and Components sector in 1989 and in 1994 was appointed Deputy Managing Director (Administration and Finance) for Alcatel s submarine telecommunications activities, and in 1997, for Saft, Alcatel s batteries activity. He became Nexans Chief Financial Officer and a member of the Executive Committee in 2000, was appointed Chief Operating Officer in 2006 and was elected as a director on April 10, He has been Chairman and CEO of Nexans since May 26, Mandates and positions held as of : Chairman of the Board of Directors of Nexans Morocco Number of shares held: 1,600 Date of first election: June 3, 2004 Expertise/Experience: Expertise/Experience: Following several years of physics research and university lecturing (Maître de conférences at the University of Paris VII), Colette Lewiner joined Electricité de France in 1979 where she set up the Development and Commercial Strategy Department in She was appointed Chair and Chief Executive Officer of SGN- Réseau Eurysis in 1992, before joining Cap Gemini in 1998 to set up the International Utilities Department. After Cap Gemini s merger with Ernst & Young, she was made Head of the extended Energy, Utilities & Chemicals Department. In 2004, she also set up the Global Marketing Department of Cap Gemini which she managed until In September 2010, in addition to her role at Cap Gemini, Colette Lewiner became non-executive Chair of TDF. She is a director of several major industrial groups, including Lafarge and Bouygues. Mandates and positions held as of : Vice-President, Global Leader Energy, Utilities & Chemicals of Cap Gemini Director of Eurotunnel SA, Lafarge, Bouygues, Colas (Bouygues subsidiary) and TGS-NOPEC Geophysical Company ASA* Non-executive Chairman of TDF Member of the Académie des Technologies Member of the European Commission s Advisory Group on Energy * Position held in foreign companies or foreign institutions. 42 // Notice - Mixed Shareholders Meeting May 15, 2012

43 Presentation of candidates to the board of directors Guillermo Luksic Craig Renewal 56 years old Director proposed by Madeco Chairman of the Board of Directors of Quiñenco Enrique Foster Sur 20, piso 14, Las Condes, Santiago, Chile Number of shares held: 500 Date of first election: April 10, 2008 (with effect from September 30, 2008) Expertise/Experience : Guillermo Luksic Craig began his career in 1975 with the Quiñenco group and was appointed Chairman of the Board in He holds several offices at Chilean companies within the Quiñenco group, as Chairman of the Board of Directors (Madeco, CCU and Viña San Pedro Tarapacá) and as director (Banco de Chile, SM Chile S.A., LQ Inversiones Financieras S.A., Embotelladoras Chilenas Unidas, Compañia Pisquera de Chile, Empresa Nacional de Energía Enex S.A., and Sudamericana Agencias Aereas y Maritimas S.A.). In 2005, he was appointed a director of Antofagasta Plc., a company affiliated with the Quiñenco group. He is an advisor to and member of the management bodies of various non-profit organizations, including the Ena Craig foundation and the Centro de Estudios Publicos. He is also a trustee of the University of Finis Terrae in Chile. Mandates and positions held as of : Chairman of the Board of Quiñenco* and the following Chilean companies belonging to the Quiñenco group: Madeco*, CCU* (Compañía Cervecerias Unidas S.A.), Compañía Sudamericana de Vapores S.A.* (CSAV) and Viña San Pedro Tarapacá* Director of the following Chilean companies belonging to the Quiñenco group: Banco de Chile*, SM Chile S.A.*, LQ Inversiones Financieras S.A.*, Embotelladoras Chilenas Unidas*, Compañia Pisquera de Chile S.A.*, Empresa Nacional de Energía ENEX S.A., and Sudamericana Agencias Aereas y Maritimas S.A. Director of the following related companies: Antofagasta plc*, Antofagasta Minerals S.A.* and Inmobiliaria e Inversiones Río Claro S.A.* Advisor to and member of the management bodies of the Ena Craig foundation* and the Centro de Estudios Publicos* (non-profit organizations) Trustee of the University of Finis Terrae* Lena Wujek Appointment 37 years old Director representing employees shareholders Nexans France employee since , rue du Général Foy Paris, France Position: Employee of Nexans France since January 2008 Number of FCPE units held: 62 units (as of ) Expertise/Experience : Prior to joining Nexans group on January 2008, Lena Wujek worked as an attorney at Cleary Gottlieb Steen & Hamilton, where she was mainly involved in various financial and M&A transactions as well as in the implementation of international employees shareholding plans. She is currently corporate and securities legal counsel, involved in regulatory compliance for listed companies and in the implementation of the Group s employees shareholding plans. Member of the Legal Committee of the Association Nationale des Sociétés par Actions (ANSA), she is a graduate from ESCP Europe business school and from the Panthéon-Assas law school. Mandates and positions held as of : Member of the Supervisory Board of the FCPE Actionnariat Nexans Nexans corporate and securities legal counsel * Positions held in foreign companies or foreign institutions. Mixed Shareholders Meeting May 15, Notice // 43

44 Presentation of the Board of Directors and the Committees I E C D M A N K J H A Frédéric Vincent Chairman and CEO of Nexans B Robert Brunck (Independent Director) Chairman of the Board of Directors of CGGVeritas C Gianpaolo Caccini (Independent Director) President of COREVE, an Italy-based consortium for glass recovery and recycling D Georges Chodron de Courcel Chief Operating Officer and member of the Supervisory Board of Safran E Cyrille Duval (Independent Director) General Secretary of Eramet Alliages F Jérôme Gallot (Independent Director) Chief Executive Officer of Veolia Transdev G Véronique Guillot-Pelpel Judge (Juge consulaire) at the Paris Commercial Court H Colette Lewiner (Independent Director) Vice-President, Global Leader Energy, Utilities & Chemicals of Cap Gemini I Guillermo Luksic Craig (Director representing Madeco) Chairman of the Board of Directors of Quiñenco J Francisco Pérez Mackenna (Director representing Madeco) Chief Executive Officer of Quiñenco 44 // Notice - Mixed Shareholders Meeting May 15, 2012

45 The Board of Directors establishes the strategic plans for the Group s business and oversees the implementation of the plans. At December 31, 2011, the Board of Directors comprised 14 members, including 8 independent directors. Directors hold office for a four-year term at most, which may be renewed. The directors terms of office expire as follows: 2012 Shareholders Meeting Frédéric Vincent, Colette Lewiner, Guillermo Luksic Craig F L 2013 Shareholders Meeting Gianpaolo Caccini, Jérôme Gallot, Francisco Pérez Mackenna 2014 Shareholders Meeting Véronique Guillot-Pelpel, François Polge de Combret 2015 Shareholders Meeting Robert Brunck, Georges Chodron de Courcel, Nicolas de Tavernost, Cyrille Duval, Hubert Porte, Mouna Sepehri G B ACCOUNTS AND AUDIT COMMITTEE Georges Chodron de Courcel (President) Cyrille Duval Jérôme Gallot APPOINTMENTS AND COMPENSATION COMMITTEE Jérôme Gallot (President) Robert Brunck Gianpaolo Caccini Francisco Pérez Mackenna François Polge de Combret K François Polge de Combret (Independent Director) Director of Bouygues Telecom and member of the Executive Committee of BNP Paribas L Hubert Porte (Director representing Madeco) Executive Chairman of the Ecus Private Equity S.A. investment company M Mouna Sepehri (Independent Director) Executive Vice President, Office of the CEO of Renault and member of the Executive Committee of Renault N Nicolas de Tavernost (Independent Director) Chairman of the Management Board of the M6 Group Mixed Shareholders Meeting May 15, Notice // 45

46 Overview of 2011 financial year Net sales for 2011 totaled billion euros and an organic growth of % (at current non-ferrous metal prices) KEY FIGURES (in millions of euros) Sales Operating margin Operating margin rate (% of sales) Net income attributable to equity holders of the company (Group share) Diluted EPS (euros) At constant non-ferrous metal prices , % , % (178) (6.21) SALES BREAKDOWN BY BUSINESS SECTOR Energy - Infrastructure - Industry - Building Telecoms - Infrastructure - Private Networks (LAN) (in millions of euros) At constant non-ferrous metal prices , , Other Sub-total : Cable business 4,020 4,328 Electrical wires Group total 4,309 4, OPERATING MARGIN BY BUSINESS SECTOR Energy - Infrastructure - Industry - Building Telecoms - Infrastructure - Private Networks (LAN) (in millions of euros) Other (13) (9) Sub-total : Cable business Electrical wires 7 11 Group total // Notice - Mixed Shareholders Meeting May 15, 2012

47 Overview of 2011 financial year 2011 results by business 1 Energy 84% of Group sales 84% of Group operating margin Positions Nexans holds excellent positions in energy infrastructure markets in Europe, North America, South America and Australasia. The Group is a world-leading supplier of umbilical cables, high-voltage terrestrial and submarine cables, and cables for the shipbuilding, railway rolling stock and aeronautics industries performance The Energy business posted 3,852 million euros in sales, up by nearly 8% on a likefor-like basis. Operating margin rose 19% to 224 million euros, corresponding to 5.8% of sales compared with 5.3% in Energy Infrastructure reported organic sales growth of 6.4%. Operating margin amounted to 124 million euros, or 6.3% of sales at constant metal prices, compared with 138 million euros, or 7.6% of sales, in Sales of industrial cables advanced by close to 11% on a like-for-like basis. Operating margin came in at 36 million euros, or 3.7% of sales at constant metal prices, versus 22 million euros, or 2.6% of sales, in Sales of cables for the Building sector rose nearly 7% on a like-for-like basis. Operating margin totaled 64 million euros, or 6.8% of sales at constant metal prices, versus 28 million euros, or 3.2% of sales, in Trends Power transmission and distribution (43% of sales) enjoy strong prospects worldwide, owing to requirements for more reliable networks, upgrades, expansion projects and network interconnection. High-voltage submarine applications, smart grid development, network safety and energy efficiency are among the areas in which Nexans has built a sound technological edge and an offering of forward-looking solutions. In Industry (21% sales), Nexans focuses on the energy and mining resources sectors, transportation (aeronautical, shipbuilding, railway and automotive industries), transportation infrastructure and related equipment. In the Building market (20% of sales), Nexans has continued to develop cables that comply with increasingly stringent safety requirements. Telecom 10% of Group sales 11.7% of Group operating margin Positions Nexans Telecom cables business is divided equally between Local Area Networks or LANs and Telecom Infrastructure networks. Nexans is extremely well positioned in the LAN market in the United States. In the Infrastructure market, the Group s emphasis is on solutions for Fiber To The x (FTTx) and Fiber To The Home (FTTH) applications performance Telecom cables generated sales of 446 million euros, up by more than 5% on a like-for-like basis. Operating margin amounted to 30 million euros, or 6.7% of sales at constant metal prices, compared with 6% in Sales of LAN cables were stable. Operating margin came to 17 million euros, or 7.2% of sales compared with 16 million euros, or 6.6% of sales in Sales for the Infrastructure market were up by almost 12%. Operating margin totaled 13 million euros, or 6.4% of sales, compared with 9 million euros, or 5.1% of sales, in 2010 Trends Nexans continues to pursue selective expansion geared towards high-performance solutions. In the LAN market (5% of sales and operating margin in 2011), the Group focuses on integrated 10-Gbit+ offerings, an area in which Nexans has a widelyrecognized technological edge. In the Infrastructure market (5% of sales and 6.6% of operating margin in 2011), Nexans is enhancing its position in optical fiber networks. The association with Sumitomo Electric Industries, one of the world s top manufacturers of optical fiber, has enabled the Group to provide European operators with state-of-the-art technology solutions. 1- Sales and growth figures given in this section are based on a comparable Group structure and on constant non-ferrous metal prices. Operating margin data have been calculated on the basis of sales at constant non-ferrous metal prices. Mixed Shareholders Meeting May 15, Notice // 47

48 Overview of 2011 financial year Electrical Wires 6% of Group sales 4.3% of Group operating margin Positions Nexans produces wirerods, the cable industry s core base product in Europe, North America and South America. Most of Nexans production is purchased by Group business units performance External sales of Electrical Wires decreased by around 6% year on year based on a comparable scope of consolidation and constant exchange rates, from 289 million euros to 266 million euros. This decline was mainly due to the situation in South America where a larger proportion of local production of wirerods was taken on in-house in order to meet the region s sharp increase in cable sales. Operating margin came to 11 million euros, or 4.3% of sales, compared with 7 million euros, or 2.4% of sales, in Trends In 2012, Nexans will maintain its policy of producing Electrical Wires primarily to meet its own needs. TRENDS AND OUTLOOK FOR 2011 Despite a troubled macro-economic environment in Europe and in the United States during second-half, the activity of the Group s various businesses continued to grow in the third and fourth quarters of This enables Nexans to report results in line with its guidance. In 2011, Nexans pursued its expansion with strategic initiatives, such as the agreement to acquire a majority participation in the Medium and High Voltage power cable business of Shandong Yanggu Cables in China. (2011 Management Report extract) Referring to the 2011 results, Frédéric Vincent, Chairman and CEO, said: «Despite a troubled macro-economic environment in Europe and in the United States during second-half, the activity of the Group s various businesses continued to grow in the third and fourth quarters of This enables Nexans to report results in line with its guidance. In 2011, Nexans pursued its expansion with strategic initiatives, such as the agreement to acquire a majority participation in the Medium and High Voltage power cable business of Shandong Yanggu Cables in China. In this context and despite an uncertain environment, we are approaching 2012 with confidence in the Group s capacity to grow further, should the current economic environment remain the same. Initiatives in the areas of industrial rationalization, the Group s redeployment to growth areas and businesses, and the reorganization of our European operations will contribute positively to 2012». (Annual Results Press release extract) 48 // Notice - Mixed Shareholders Meeting May 15, 2012

49 Company s financial results for the last 5 financial years I- Share capital at the end of the fiscal year a) Share capital (in thousands of euros) 28,723 28,604 28,013 27,936 25,678 b) Number of shares issued 28,723,080 28,604,391 28, 012,928 27,936,953 25,678,355 II- Results of operations (in thousands of euros) a) Sales before taxes 17,922 12,882 14,498 18,262 13,263 b) Income before taxes, employee profit-sharing, depreciation, 45,072 38,136 71, ,864 92,939 amortization and provisions c) Income taxes (824) (672) (256) d) Employee profit-sharing due for the fiscal year e) Income after tax, employee profit-sharing, depreciation, 35,422 28,684 61,743 94, ,031 amortization and provisions f) Dividends 31,581 28,101 55,942 50,744 * III- Income per share (in euros) a) Income after tax and employee profit-sharing, but before depreciation, amortization and provisions b) Income after tax, employee profit-sharing, depreciation, amortization and provisions c) Dividend per share IV- Personnel a) Average headcount during the year b) Total fiscal year payroll (in thousands of euros) 3,605 3,101 4,924 4,719 3,351 c) Total amount paid for employee benefits during the fiscal year (in thousands of euros) 1,206 1,023 1,641 1,573 1,117 * This amount does not include an additional dividend of 10,650 euros relating to 2006 and paid on February 22, Mixed Shareholders Meeting May 15, Notice // 49

50 Notes 50 // Notice - Mixed Shareholders Meeting May 15, 2012

51 This request duly completed must be returned: - If you hold registered shares: to Société Générale, Service Assemblée (BP 81236, 32 rue du Champ de Tir, Nantes Cedex 03). - If you hold bearer shares: to the intermediary that manages your securities account. Information request form Mixed Shareholders Meeting Tuesday May 15, 2012 at 3 p.m. Louvre Museum Auditorium Paris (France) I, the undersigned Mrs Miss Mr. Company Name (or company name): First name: Full address : Holder of registered shares and/or bearer shares Wish to receive the documents and information for the next Mixed Shareholders Meeting specified in article R of the French Commercial Code. Signed at: , Dated: Signature Nota: Pursuant to Article R paragraph 3 of the French Commercial Code, registered shareholders, upon simple request, may obtain from the Company documents and information specified in Articles R and R of the French Commercial Code for all subsequent Shareholders Meetings. Registered shareholders who wish to benefit from this option should specify so in this document Document printed on 100% FEFC paper, cert. N o. PEFC: from sustainably managed forests, by an Imprim vert company. Mixed Shareholders Meeting May 15, Notice // 51

52 Nexans has worldwide expertise in the cable industry, with 24,500 employees in 40 countries. The Group provides cabling solutions for the Infrastructure, Industry, Building and Local Area Network (LAN) markets. Energy and Transportation are at the core of Nexans development. Customer orientation, operational excellence, innovation, responsibility and commitment characterize the mindset of Nexans teams as they use their expertise to provide customers with solutions and services that are superior in terms of performance, safety, energy efficiency and respect for the environment. In 2011, despite a highly challenging backdrop, Nexans achieved solid operating results and continued to invest for future growth. In 2012, the Group will pursue all initiatives decided upon in Nexans Limited Liability Company with a share capital of 28,723,080 Euros Registered office: 8 rue du Général Foy Paris (France) Trade and Companies Register Paris