annual shareholders’ meeting4 . 2012 key figures . 2013 annual shareholders’ meeting (*) sales...

Annual Shareholders’ Meeting

May 14, 2013

Frédéric Vincent Chairman and CEO

Activity and key figures

2013 Annual Shareholders’ Meeting 2

250 M€ bond issue and RCF extension from 540 M€ to c.600 M€

December’ 12

Agreement to allow Madeco to increase its shareholding in Nexans up to 28%

November ‘12

Ca

pit

al

Stru

ctu

re

fin

an

cin

g

OCEANE 2019

February ‘12

3

2012 Key facts of the year

Operational issues in Transmission

Catch up during H2’12

O

pera

tion

s

AmerCable Acquisition

February ‘12

Yanggu Acquisition

August ‘12

Peri

mete

r

3 2013 Annual Shareholders’ Meeting

4

2012 key figures 2013 Annual Shareholders’ Meeting

(*) Sales at constant non-ferrous metal prices, year on year organic growth (**) Operating margin on sales at constant non-ferrous metal prices (***) Restated 2011 after adoption of IAS 19 Revised

4,594 M€ 4,872 M€

2011 2012

Flat organic growth

Full year sales (*)

4.8%

5.7% (***)

4.2%

2010 2011 2012

202 M€ 261 M€ (***) 207 M€

Operating margin (**)

222 M€

678 M€ 606 M€

Dec '11 Jun '12 Dec '12

Net debt

87 M€

115 M€

Operating margin over the year (**)

H1’12 H2’12

3.6% 4.7%

5

2012 review by business (1/2)

Transmission • Submarine High Voltage: - Organic contraction of 6.6% - Backlog ~2.5 years

• Land High Voltage:

- Stable activity compared with 2011 - Construction of a plant in the US and upgrade of local capabilities in China

- Backlog ~1 year

Distribution & Operators • Distribution:

- Organic decrease of 4% reflecting important contrasts between countries

• Telecom Operators: - Year on year organic growth of 3%

(*) Sales at constant non-ferrous metal prices (**) Year on year organic growth

2012 sales* 2,088 M€

Organic growth** -3.9%

Operating margin 70 M€

Transmission, Distribution & Operators

Land High Voltage

13%

Submarine High

Voltage 25%

Distribution 53%

Telecom Operators

9%

2013 Annual Shareholders’ Meeting

6

• Growth in sales with contrasted trends between market segments

• Operating margin rate at a stable level vs. 2011

• Stable activity despite slowdown in Europe

• Profitability increase vs. 2011

2012 Sales* 1,195 M€

Organic growth** 3.7%


2012 Sales* 1,285 M€

Organic growth** 1.8%


2012 review by business (2/2)

Industry

Distributors & Installers


(*) Sales at constant non-ferrous metal prices (**) Year over year organic growth

15

20

25

30

35

40

45

50

55

60Nexans SBF 120

22.4%

5.5%

57.1%

14%

1%

7

Shareholders Capital structure (estimation as of December 31, 2012)

FSI (France)

Madeco Group (Chile)

Other Institutional

Investors

Individuals & Employees

Non-identified

• Shareholder E-Club: www.eclub.nexans.com

• Individual shareholders’ information meetings 2013 :

May 30 in Lille(*), November 26 in Bordeaux(*)

Shareholders’ information with:

(*)These date are subject to change

• Annual Report

• Shareholder Newsletters

• Press releases

• Website : www.nexans.com

Evolution of Nexans share price since 2012 Annual Shareholders’ Meeting


+24% +29%

31€ on May 15, 2012

38,45€ on May 13, 2013

Nicolas Badré Chief Financial Officer

Financial Results


Early adoption of ‘IAS 19 Revised’ 9 2013 Annual Shareholders’ Meeting

IAS19 Revised is the new rule for Pension provision which has to be implemented in all IFRS companies in 2013 at the latest

Principles: • End of corridor mechanism and actuarial gains and losses

amortization in P&L • Full recognition of actuarial gains and losses through equity

Nexans optioned an early adoption

o Net impact on FY 2012 P&L: 0 M€ (+5 M€ on operating margin;

-5 M€ on financial result) o Net impact on FY 2012 Pension provision: +195 M€ o Net impact on FY 2012 Deferred tax assets: +42 M€ o Net impact on FY 2012 Equity: -153 M€

Key figures 10 2013 Annual Shareholders’ Meeting

In M€ 2011 2012

Sales At current metal prices

6,920 7,178

Sales At constant metal prices

4,594 4,872

EBITDA(*) 397 351

Operating margin 261 202

Operating margin rate at constant metal prices 5.7% 4.2%

Operating margin rate at current metal prices 3.8% 2.8%

Restructuring (22) (21)

Net income (Group share) (178) 27

Operational Cash Flow 209 151

Net debt 222 606

(*) Operating margin before depreciation

Restated 2011 after adoption of IAS 19 Revised

EBITDA evolution 11 2013 Annual Shareholders’ Meeting

In M€

397

351

FX & Scope +33

Transmission -41

Operating costs -19

Volume effect +18

Price & Mix -37

EBITDA 2011 EBITDA 2012


Income statement (1/2)


In M€ 2011 2012

Sales At constant metal prices

4,594 4,872

Margin on variable costs 1,481 32.2% 1,487 30.5%

Indirect costs (1,084) (1,137)

EBITDA(*) 397 8.6% 351 7.2%

Depreciation (136) (149)

Operating margin 261 5.7% 202 4.2%

Core exposure impact (40) (11)

Asset impairment (34) (20)

Change in fair value of metal derivatives and other (10) (1)

Capital gain and loss on asset divestitures(**) 2 (7)

Restructuring (22) (21)

Reserve for risk related to EU antitrust procedure (200) -

Operating income (43) 142

(*) Operating margin before depreciation (**) Including transaction costs on external acquisitions


Proposed dividend of 0.50€ per share (**)

13

Income statement (2/2)


In M€ 2011 2012

Operating income (43) 142

Financial charge (*)(112) (112)

Income before tax (155) 30

Income tax (31) (5)

Net income from operations (186) 25

Net income Group share (178) 27

(*) Of which (2) M€ on Share in net income of associates (**) To be approved at the 2013 Annual Shareholders’ meeting


Balance Sheet 14 2013 Annual Shareholders’ Meeting

In M€ 31 Dec. 2011 31 Dec. 2012

Long-term fixed assets 1,785 2,069 of which goodwill 386 509

Deferred tax assets 122 141

Non-current assets 1,907 2,210

Working Capital 961 1,124

Total to finance 2,868 3,335

Net financial debt 222 606

Reserves 710 772

Deferred tax liabilities 104 114

Shareholders' equity and Minority interests

1,832 1,843

Total financing 2,868 3,335


Operating Working capital evolution

% of sales at current metal prices , based on last quarter sales x4

(*) Excluding transmission


21.2%

18.9% 18.3%

16.5%

18.4%

17.0%

18.9% 18.7%

Jun ‘09 Dec ‘09 Jun ‘10 Dec ‘10 Jun ‘11 Dec ‘11 Jun ‘12 Dec ‘12

Dec ‘11 Jun ‘12 Dec ‘12

19.6%

20.2%

19.2%

17.0%

18.9% 18.7%

(*)

(*)

(*) Operating working capital excluding Transmission

Operating working capital in Transmission

Debt evolution 16 2013 Annual Shareholders’ Meeting

222

606

Op. Cash Flow (*) 151

Capex 161

Change in WC

26

Restructuring costs 27

AmerCable & Yanggu

341

Dividends 33

Capital increase & Others

53

Net Debt Dec’11

Net Debt Dec’12

In M€

Metal

Transmission

+26 M€

Cables

Non operating

WC

(*) Operating cash flow is defined in note 4 to the Consolidated statement of cash-flows

Debt: reinforcement of liquidity structure

RCF: extension from 540 M€ to c.600 M€ with more flexible covenant


315

1,488

85

213

350

250

275

Convertible Bond Short-term borrowing

Issuance of a new bond of 250 M€ due March’18 Coupon: 4.25% per annum

No redemption until 2016 2012 2013 2016 2017 2018 2019 Total

redemption

Long-term financing

In M€

18

Corporate financial statements


19

Corporate financial statements – Key figures

2012 (In Million €) 2011

Operating income / (Loss) (15) (18)

Financial income / (Loss) 50 (16)

Net income / (Loss) 35 (35)

Share capital 29 29

Additional paid in capital and reserves 1 636 1 655 (excl. net income for the year)

Financial debt 914 1 202

Total assets 2 704 2 954


20

Q1 ‘13 activity

Transmission activity

Strong growth in submarine transmission: • gradual return to normal at operational

level in Halden plant

Weak demand in land HV in Q1, factory load improvement expected in Q2

Activity excluding Transmission

Sales contraction resulting from: • high first quarter 2012 baseline effect • deteriorating global economy in H2 2012 • unfavorable weather conditions

Organic growth vs. Q4 2012: -2.8% • Stable price environment

Sales at current metal prices: 1,668 M€ Sales at constant metal prices: 1,130 M€ (-5.6% organic growth(*))

Q2 expected higher than Q1

+8.3%

-7.9%

Activity excluding Transmission

Transmission activity

Organic growth(*)

(*) Year on year organic growth


Frédéric Vincent Chairman and CEO

Ambitions for the future


22

(*) ROCE : Return On Capital Employed


Ambitions: Operating margin and ROCE(*) x 2 by 2015

+60

+100

+60

200

350 - 400

High Voltage Mature Markets

Attractive Markets

Services & Innovation

Manufacturing and Purchasing Cost Reduction

Organic Growth

Turnaround

Restore competitiveness in Europe

Scope

SALES 4,872 5,600

OM on sales 4.2% 7.1%

ROCE(*) 6.6% 11.6%

23

Objective for Submarine High Voltage: get back to the forefront

Target double digit profitability at the end of the stabilization period

Leverage on “Nexans High Voltage Submarine” as a valued and recognized brand name, to capture further growth opportunities

Achieve double digit topline growth rate as early as FY’13


Scope High

Voltage Submarine

Mature Markets

Attractive Markets

24

Objective for Land High Voltage: remain a key player in Europe and develop in China and the US

Europe: refer to ‘Mature markets’ Launch the Charleston Greenfield factory in North America (HV & EHV)

Develop Yanggu in China and leverage for export in South East Asia and

Middle-East


Scope High

Voltage Land

Mature Markets

Attractive Markets

25

Cost reduction and organization rationalization to help improve financial performance and restore competitiveness

Cost saving study with the objective of c.70 M€ beyond 2015 (subject to consultation of representative bodies)

The study targets: land high voltage cables, special cables for industry and administrative structures


Scope High Voltage

Mature Markets Restore

competit iveness

Attractive Markets

26

Increase operating margin in mature markets mainly from:

Improvement in manufacturing performance and purchasing excellence in North America and Europe Innovation & Services development


Scope High Voltage

Mature Markets Cost reduction and

differentiat ion

Attractive Markets


2011 market size (3) CAGR (2) 2011-2015

Transmission Distribution

Building Mining/O&G

MV Submarine

Russia Caspian Sea

Turkey South Africa

MERA 12 Bn€ +6.1 %

(1) Excluding HV (2) in volume (3) Data source : CRU July ‘12

Nexans Yanggu Nexans AmerCable Mining /O&G

Offshore O&G

Railway, Wind Telecom, LAN

LV, MV

Brazil Peru Chile

SAM 4 Bn€ +5.7 %

Submarine Subsea Industry Offshore

China Australia

South Korea South East Asia

APAC 56 Bn€ +5.2 %

Focus on key markets within selected countries

Scope High Voltage

Mature Markets Attractive Markets

(1)

28

Governance Jérôme Gallot

Director Chairman of the Appointments, Compensation and

Corporate Governance Committee (2008-2013)



A diversified Board (composition after Shareholders’ Meeting*)

• 7 independent directors (57% after July 16, 2013) • 4 women directors (28%) • 2 foreign directors (14%) • Industrial, financial and services profiles

Activity in 2012 • 9 meetings, over 85% attendance rate • Review of financial results and major risks • Follow-up of strategic initiatives and approval of strategic operations

(>50 M€) • Governance: Chairman and CEO renewal, compensation-related

topics

(*) in case of affirmative vote at the current shareholders’ meeting

Board of Directors

30

Three specialized committees preparing the Board of Directors activities

• Appointments, Compensation and Corporate Governance Committee - 5 meetings in 2012 - 100% attendance rate - Extended scope to Corporate Governance subjects since 2012

• Accounts and Audit Committee

- 5 meetings in 2012 - 100% attendance rate

• Since March 2013: Strategy Committee


31

Composition

• Chairman and CEO • Directors: Robert Brunck, Jérôme Gallot, Colette Lewiner, Francisco Pérez

Mackenna Role

• Review of strategic orientations proposed by Management • Follow-up of major strategic initiatives • Review of major M&A projects (>50 M€)

Operation • Chairman and CEO presides Committee • 2 meetings per year minimum • Reports on its activities to the full Board • Summary of activity published in the Annual Report • Committee may hear any person of its choice


Strategy Committee (since March 2013)

32

Annual compensation Fixed Remained unchanged over the past 3 years

Variable Quantitative performance objectives determined by the Board identical to those applied to Group senior managers

Since 2013, share of quantitative objectives increased to 70%

Long-term compensation* 17,000 performance shares granted in 2012 to be issued in 2015 if maximum performance reached

Directors’ fees 34,000 € in 2012 No attendance fees for the Strategy Committee

Supplemental retirement plan

Common to Group senior managers

Termination payments Termination indemnity subject to the satisfaction of 2 performance conditions measured by reference to a panel of peers

Total termination payments capped at 2 years effective compensation

For 2011 For 2012

Fixed 800,000 € 800,000 €

Variable 869,135 € 430,280 €

TOTAL 1,669,135 € 1,230,280 € - 26%


*Excl. payment in 2012 under 2010 group Long Term Incentive Plan (LTIP)

Components of Chairman and CEO compensation

33

Outstanding stock options: plans n° 4 to n° 9 in progress; no new stock option plan proposed after 2010

Annual performance share plans since 2011

Plan n°10 Plan n°11

Shareholders’ meeting and grant 2011 2012

Number of performance shares to be issued (based on maximum 150% performance)

147,215 (issuance in 2014)

157, 055 (issuance in 2015)

Number of restricted (free) shares to be issued

13,420 (issuance in 2014)

15,000 (issuance in 2015)

Vesting date(*) 2014 2015

End of lock-up period (*) 2016 2017

Beneficiaries 256 247

Number of shares vested 0 0

Overall maximum dilution impact 0.60% 0.61%

(*) French residents


Long term compensation plans (For CEO and group managers)

2013 proposal submitted to shareholders: aligned with market practice and with 2013-2015 Strategic Plan public objectives

34

• 260,000 potential shares (at maximum) • 0.88% of the share capital (at maximum)

• Envisaged beneficiaries: CEO and senior managers

• Compliant with AFEP-MEDEF Code

• Performance conditions: Panel of 10 industrial companies Stock market performance Economic performance aligned with

3-year strategic objectives

Performance shares Restricted (free) shares

• 15,000 shares • 0.05% of the share capital

• Envisaged beneficiaries: high potential managers and/or exceptional contributors (Executive Committee not eligible)

Overall maximum dilution impact: less than 1%

(approx. 0.93%)


35

Renewal

Jérôme Gallot (independent director) • First appointment in 2007 • 4-year mandate • Member of 3 Board Committees:

Accounts and Audit Committee Appointments, Compensation and Corporate

Governance Committee Strategy Committee

• Advisor to the Chairman of Veolia Environnement • Director of Caixa Seguros* and Plastic Omnium • Non-voting director of NRJ Group

* Foreign companies or institutions. Listed companies in bold letters

Presentation of candidates to the Board of Directors 2013 Annual Shareholders’ Meeting

36

Francisco Pérez Mackenna (proposed by Madeco) • First appointment in 2011 • 4-year mandate • Member of 2 Board Committees:

Appointments, Compensation and Corporate Governance Committee

Strategy Committee • CEO of Quiñenco* since 1998 • Other director’s mandates within Quiñenco group:

– Banco de Chile* – Madeco* – CCU* – CSAV*, SAAM* and ENEX*

* Foreign companies or institutions. Listed companies in bold letters

Renewal


Appointment Madeco proposal approved by the Board

37

Andrónico Luksic Craig (proposed by Madeco in replacement of Guillermo Luksic Craig) • 4-year mandate • Chairman of Quiñenco* • Other director’s mandates within companies of the Quiñenco

group: Vice-Chairman of Banco de Chile* and CSAV * Chairman of CCU* and its subsidiaries Director of Madeco*

• Director of Antofagasta Minerals Plc* (Luksic group) • Member of the International Advisory Committee of Barrick

Gold* • Active member of SOFOFA* (Federation of Chilean Industry),

of the Chile-Pacific Foundation; Member of the Advisory Board of the Panama Canal* and of several leading international business and educational institutions

*Foreign companies or institutions. Listed companies in bold letters



Reports of statutory auditors

39

Reports of statutory auditors 2013 Annual Shareholders’ Meeting

• Report on 2012 consolidated financial statements

• Report on 2012 corporate financial statements

• Report established in accordance with Article L.225-235 of French

Code de commerce on the report of the Chairman of the Board of Directors

• Special report on related party agreements

40

Reports of statutory auditors (following) 2013 Annual Shareholders’ Meeting

• Report on the transactions on share capital proposed under resolutions 9, 10 and 11 of the Mixed Shareholder’s Meeting of May 14, 2013

Transactions relating to:

– The granting of performance shares and restricted (free) shares (R9 and R10)

– A share capital increase reserved to employees participants to the Company’s savings plans, without preferential subscription rights (R11)

Questions & Answers


Vote of resolutions


First resolution

Approval of 2012 Parent Company Financial Accounts Approval of the Management Report of the Board of Directors Discharge of the Directors for their management duties (quitus)


Second resolution

Approval of 2012 Consolidated Financial Accounts


Third resolution

Total Distributable Income 238,163,220 €

Retained earnings brought forward 273,649,281 € 2012 net loss (35,486,061) €

Dividend 0.50 € per share Dividend payment date 22 May 2013


Fourth resolution

Renewal of Mr. Jérôme Gallot’s mandate as member of Board of

Directors for a four-year term


Fifth resolution

Renewal of Mr. Francisco Pérez Mackenna’s mandate as member of

Board of Directors for a four-year term (candidate proposed by Madeco)


Thirteenth resolution


Appointment of Mr. Andrónico Luksic Craig (candidate proposed by Madeco) as member of Board of Directors, for a four-year term, in replacement of Mr. Guillermo Luksic Craig

48

Sixth resolution

Approval of two related party agreements entered into with primary shareholder Madeco in 2012:

1. November 26, 2012 amendment to the March 27, 2011 agreement,

allowing Madeco to strengthen its participation as primary shareholder

2. Settlement agreement dated November 26, 2012 concerning the seller’s warranty granted by Madeco in connection with the February 21, 2008 Purchase Agreement


Seventh resolution

Approval of two related party agreements entered into with BNP Paribas in 2012 and early 2013:

1. Underwriting agreement with bank syndicate in connection with issuance of ordinary bonds in December 2012

2. Amendment to the Multicurrency Revolving Facility Agreement (syndicated loan) dated December 1, 2011


Eighth resolution

Authorization to the Board of Directors to purchase or sell acquired shares of the Company: - Maximum purchase price: 60 € - Minimum sale price: 35 € - Maximum amount: 100 millions € - Legal upper limit of 10% of the total number of shares and sub-

limit of 5% of the total number of shares for the purpose of external growth

- Duration: 2014 shareholders’ meeting


Ninth resolution

Delegation to the Board of Directors of the power to grant performance shares to employees and corporate officers:

- Maximum amount: 260,000 performance shares (0.88% of the

share capital) - Two performance criteria set by the Board of Directors,

communicated to shareholders and measured over a period of 3 years (one stock-market performance criteria and one economic performance criteria)

- Duration of delegated power: 18 months


Tenth resolution

Delegation to the Board of Directors the power to grant of restricted (free) shares to employees (excluding corporate officers and members of the Executive Committee):

- Maximum amount: 15,000 shares (0.05% of the share capital) - No performance conditions - Duration of delegated power: 18 months


Eleventh resolution

Delegation to the Board of Directors to proceed with a share capital increase operation reserved for employees, without preferential subscription rights: - Limit: 400,000 shares - Maximum discount: 20% - Duration: 18 months


Twelfth resolution


Powers to complete legal formalities

55

56

Warning

Information of a prospective nature contained in this presentation is dependent on risks, including those described in the registration document filed with the Autorités des Marchés Financiers, and uncertainties, known or unknown at this date, that may impact on the Company’s futur performance. Future performance may differ considerably from these information.


annual shareholders’ meeting4 . 2012 key figures . 2013 annual shareholders’ meeting (*) sales...

Documents