Nexans’ 2013 Registration document - Mixed Shareholders’ Meeting of May 15th, 2014
Renewal and appointment of Directors Proposed amendment to the Articles of Association to exclude double voting rights
Paris, on Monday April 7, 2014 – The 2013 registration document has been filed with the AMF (Autorité des Marchés Financiers) on April 7, 2014. It is available to the public in accordance with applicable laws and can be downloaded on Nexans website (www.nexans.com/2013rd) and on the AMF website (www.amf-france.org).
This Registration Document includes the annual financial report 2013, the Chairman’s report in accordance with the article L.225-37, paragraph 6 of the French Commercial Code, on corporate governance, internal control and risk management together with the Auditors’ reports and the information related to their fees.
The Mixed Shareholders’ Meeting will be held on Thursday 15, 2014 at 3.00 p.m., at Palais des Congrès, Auditorium Havane (2, place de la Porte Maillot, Paris 17th).
As announced on April 1st, 2014, shareholders will be proposed to renew the mandate of Mrs. Véronique Guillot-Pelpel as an independent director and to appoint Mrs. Fanny Letier as a director (proposed by Bpifrance, a primary shareholder of the Group since 2009 currently holding
approximately 7.8% of the share capital) and Philippe Joubert as independent director.
Shareholders will also be asked to renew for an 18-month period the authorizations allowing the Board of Directors to implement the Group’s policies in terms of international employee shareholding on the one hand and long-term compensation for top managers on the other hand. Such proposals are consistent with authorizations approved by shareholders in previous years in terms of general conditions and global limits. The concerned resolutions represent a maximum potential dilution of less than 2% of the share capital.
Finally, further to the coming into force on March 29, 2014 of the French law generalizing double voting rights in listed companies, except as otherwise provided by the Articles of Association, shareholders will be proposed to amend Nexans Articles of Association to exclude double voting rights. As a matter of fact, double voting rights have already been debated in a shareholders’ meeting and Nexans shareholders decided to cancel double voting rights at a 99% majority vote at the General Shareholders’ Meeting of November 10, 2011. This exclusion is consistent with the shareholdering of the Company and the context of the agreement concluded with the first shareholder, the Quiñenco Group, in March, 2011, as amended in November, 2012.
It is specified that the Quiñenco Group informed the Company that through its subsidiary Invexans, it has reached 28% of the share capital and voting rights. This is the maximum participation allowed for Quiñenco Group in the share capital of Nexans under the agreement entered into with the Company, which amendment was approved by shareholders at the May 14, 2013 shareholders’ meeting.
The notice of this meeting was published this day on the official journal (Bulletin des Annonces Légales et Obligatoires). It includes the draft agenda and draft resolutions as well as the conditions for participating and voting at the Meeting. This notice will be available online on the website www.nexans.com/2014asm.
A detailed presentation of the resolutions submitted to the shareholders, and particularly the financial authorizations, is provided in the report of the Board of Directors, available at the same Internet section.
The other documents and information related to this Shareholders’ Meeting will be made available to shareholders in accordance with applicable laws and regulations.
- May 6, 2014: Financial information of the 1st quarter 2014
- May 15, 2014: General Shareholders’ Meeting
- July 25, 2014: First-half 2014 results
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