Notice of Meeting Mixed Shareholders’ Meeting (Ordinary and Extraordinary) May 15, 2019 at 2:30 p.m. Cœur Défense Conference Centre Hermes Amphitheater (Level – 1) 110 Esplanade du Général de Gaulle 92400 Courbevoie France Contents Chairman’s Message .................................................................................... 3 Agenda of the Shareholders’ Meeting ........................................................... 4 How to participate to the Meeting? ................................................................ 6 How to fill out the voting form? .................................................................... 10 How to get to the Shareholders Meeting ? .................................................. 11 Report of the Board of Directors on the draft resolutions ............................. 12 Draft resolutions .......................................................................................... 34 Candidates for Directors ............................................................................. 54 Presentation of the Board of Directors ........................................................ 58 and the Committees .................................................................................... 58 Overview of 2018 financial year .................................................................. 59 Company’s financial results for the last 5 financial years ............................ 64 Information request form ............................................................................. 65 Shareholders Information Investor Relations Tel: + 33 1 78 15 05 40 E-mail : [email protected] www.nexans.com This notice is accessible in French and English on the Internet site www.nexans.com Mixed Shareholders’ Meeting – May 15, 2019 2 Chairman’s Message Dear Shareholder, I would be very pleased if you could participate to the Ordinary and Extraordinary Annual Shareholders’ Meeting which will be held on Wednesday May 15, 2019 starting at 2:30 pm (Paris time), on first notice, at Coeur Défense Conference Centre, Hermès Amphitheater, 110 Esplanade du Général de Gaulle, 92400 Courbevoie, France. This Annual Shareholders’ Meeting will be a privileged moment to meet, discuss and be informed, in particular on the performance and achievements of our Group. At 325 million euros, the Group’s 2018 EBITDA1 performance is in line with the guidance issued in November, reflecting a difficult year despite a gradual improvement in the second half. Under the leadership of Christopher Guérin, Chief Executive Officer since July, a three-year in-depth transformation plan aimed at strengthening the Group's resilience was presented in early November. A tight Executive Committee of 12 people is responsible for carrying it out. 2019 will be a year of transformation towards a New Nexans, a streamlined, more agile and more efficient organization, ideally positioned to meet its customers’ needs and make the most of the solid long-term outlook for its markets. The composition of the Board of Directors is also subject to change. Indeed, the knowledge and expertise of the directors, whose mandates are submitted to your vote for renewal or appointment, will be instrumental to the support and success of the "New Nexans", future global leader in solutions and services for the management of the energy and data. At the Annual Shareholders' Meeting of May 15, 2019, the Board of Directors will recommend a dividend payment of 0.30 euros per share. I strongly hope that you will personally be able to attend this next Annual Shareholders’ meeting and vote on the resolutions submitted to you. If, however, you are unable to be present, you have the option to vote by mail, or give a proxy to the Chairman of the Annual Shareholders’ Meeting or any other duly authorized person. In the following pages, you will find all the practical terms and conditions of participation in the Annual Shareholders’ Meeting. I want to thank you for your trust and loyalty and look forward to seeing you on May 15. Georges Chodron de Courcel Chairman of the Board of Directors 1 EBITDA is defined as operating margin before depreciation and amortization Mixed Shareholders’ Meeting – May 15, 2019 3 Agenda of the Shareholders’ Meeting Ordinary Shareholders’ Meeting 1. Approval of the Company’s financial statements and transactions for the fiscal year ended on December 31, 2018 - Management Report 2. Approval of the consolidated financial statements for the fiscal year ended on December 31, 2018 3. Allocation of income for the fiscal year ended on December 31, 2018 and setting of the dividend 4. Renewal of Hubert Porte as Director 5. Appointment of Oscar Hasbún Martinez as Director 6. Appointment of Jean Mouton as Director 7. Appointment of Bpifrance Participations as Director 8. Vote on the items of compensation and benefit of any kind paid or granted to Georges Chodron de Courcel, Chairman of the Board of Directors, for the fiscal year ended on December 31, 2018 9. Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Arnaud Poupart-Lafarge, Chief Executive Officer, until July 3rd, 2018 10. Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Christopher Guérin, Chief Executive Officer, from July 4th, 2018 11. Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chairman of the Board of Directors for the fiscal year 2019 12. Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chief Executive Officer for the fiscal year 2019 13. Approval of a regulated commitments referred to in Article L. 225-42-1 of the French Commercial Code in relation to the payment of termination and non-compete indemnities to Christopher Guérin, as Chief Executive Officer 14. Approval of a regulated commitment referred to in Article L. 225-42-1 of the French Commercial Code in relation to the pension and health and unemployment insurance plan for the benefit of Christopher Guérin, as Chief Executive Officer 15. Approval of the fixed term employment contract entered into on July 4th, 2018 between the Company and Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018 16. Approval of two regulated agreements entered into between the Company and Natixis: amendment dated December 12, 2018 to the multi-currency revolving credit facility dated December 14, 2015 and a placement agent agreement dated December 21, 2018 for a commercial paper financing program (NEU CP) 17. Authorization to be granted to the Board of Directors to carry out transactions involving Company shares Extraordinary Shareholders’ Meeting 18. Authorization to be granted to the Board of Directors for the purpose of reducing the Company's share capital via the cancellation of own shares 19. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding upon the capital increase of the Company by the issuance of ordinary shares and/or securities giving access to Company’s equity securities or giving the right to the allocation of debt securities, with preferential subscription rights for shareholders up to a maximum nominal amount of 14 million euros Mixed Shareholders’ Meeting – May 15, 2019 4 20. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the share capital via the capitalization of premiums, reserves, profits or other amounts, the capitalization of which would be limited to a par value of EUR 14 million 21. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding or authorizing the issuance - without shareholders’ preferential subscription rights - of ordinary Company shares and/or securities granting rights to equity securities of the Company, or granting rights to debt securities, via a public offering, and within the limit a par value of EUR 4,360,000, a sub ceiling shared by the 22nd , 23rd and 24th resolutions 22. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding on the issuance - without shareholders’ preferential subscription rights - of ordinary Company shares and/or securities granting rights to equity securities of the Company, or granting rights to debt securities, via placement pursuant to Article L. 411-2, II of the Commercial and Monetary Code, and within the limit of a par value of EUR 4,360,000, a sub ceiling shared by the 21st, 23rd and 24th resolutions 23. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the number of securities to be issued in the event of a share capital increase with or without shareholders’ preferential subscription rights, within a limit not to exceed 15% of the initial amount of the issuance, and up to the limit of the aggregate ceiling set pursuant to the 19th Resolution and of the shared sub ceiling set pursuant to the terms of the 21st, 22nd, and 24th resolutions 24. Delegation of power granted to the Board of Directors for a 26 month-period, for the purpose of