Getlink SE (EPA:GET)
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Sep 9, 2026, 5:35 PM CET
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AGM 2021

Apr 28, 2021

Jacques Gounon
Chairman, Getlink

Ladies and gentlemen, dear shareholders, good morning. We are about to officially open this general meeting in a very specific context, which is the one of the sanitary measures implemented by the government. This general meeting is held behind closed doors under the decision of the board of directors. I'm now going to remove my mask. The two people who are behind me, that I shall introduce in a few minutes, are the scrutineers. In these very specific conditions, we, of course, respect with caution the way the administration should operate. By my side, we see Yann Leriche, the CEO, the Chief Administrative and Financial Officer, and Claire Piccolin, the General Secretary of the board of directors.

You've been invited to exercise your right of participation prior to the holding of this general meeting by remote voting or giving your proxy to the chairman or to a given third party. No admission card was delivered. Since we very much take to heart the active participation of shareholders, we have implemented everything possible so that you shareholders could vote remotely and follow live this general meeting, either through this live broadcast or through replay. We also wanted to make sure that you could ask your questions. We extended the deadline for reception of written questions until two days before the general meeting. Of course, for those who wish and who have identified this request, we have made sure that they could ask their questions live, and I hope there'll be many questions.

Despite the circumstances due to the pandemic, you have voted in large numbers, and I sincerely thank you for this. I now declare the general meeting open. As chairman of the board of directors, I shall chair this general meeting. The members of the board of directors, who I would like to greet today, do follow this general meeting remotely, just like you. I would like to remind you that the present general meeting was convened in compliance with the legal and regulatory provisions. No specific request to add resolutions or items to the agenda was formulated following the notice of the meeting, which was issued on the 12th of March 2021. As chairman of this general meeting, I suggest we constitute the bureau.

As allowed by regulatory provisions, the board of directors in its meeting of the 1st of April 2021, has appointed as scrutineers, and they're here just behind me. First, Mr. Patrick Joyeux represents the FCPE, that is to say, the CIF, of course, and represents the employees of the company, as well as Patrick Joyeux and Franck Lagoutte from the company, Devault Participation 14. This information is published in the BALO on the 7th of April and on the website of the company. I now suggest to appoint Claire Piccolin as secretary of this general meeting, and I now invite the scrutineers to join their offices. Thank you very much, gentlemen, and see you soon if necessary. I now suggest we appoint Claire Piccolin, who is the general secretary of the board of directors, as secretary of this general meeting.

The Getlink statutory auditors, KPMG Audit and Mazars, are represented respectively by Philippe Cherqui and Francisco Sanchez. They will speak to us through video and update us on their reports. Of course, as you can imagine, due to sanitary measures, their presentations have been pre-recorded. Before I give the floor to the secretary of the general meeting, Claire Piccolin, I would like to say that on the screen, you can see both the speaker, and when we start presenting the different reports, you will see slides. You can have access to both images on your screen. You may wish to concentrate on the speaker or only on the slide. It's a matter for you to manage your screen as you wish. As you can see, you have a first slide, which is going to be commented by our general secretary, Claire Piccolin, to whom I give the floor.

Claire Piccolin
General Secretary of the Board of Directors, Getlink

Ladies and gentlemen, good morning, Mr. Chairman. This year, in view of the organization of this general meeting behind closed doors, all votes have been expressed before this general meeting. The final quorum and the vote results were closed yesterday at 3:00 P.M. It allows me, therefore, to indicate that 5,856 shareholders have expressed themselves by correspondence through the Internet or giving proxy to the chairman or to a given person. The final quorum amounts to 74.746%, representing 401,922,396 shareholders with voting power. The general meeting therefore gathers the quorum prescribed by law to decide either ordinarily or extraordinarily. The present sheet has been signed by the members of the bureau and, of course, verifies this quorum.

The agenda has been published in the notice of the meeting, published on the 12th of March 2021, and in the notice to attend the meeting, dated 7th of April 2021. In the Bureau, the general meeting, you will find the documents which were prescribed by law. Mr. Chairman, the general meeting is therefore normally constituted and can validly be held and deliberate.

Jacques Gounon
Chairman, Getlink

Thank you very much, Claire. I now would like to say in a few words how we're going to proceed during this general meeting. Before I do so, you've seen behind Claire Piccolin, the helix which allows us to, of course, pull inside the tunnel, the cable. Then, behind the two other speakers, Yann Leriche and Géraldine Périchon, a beautiful picture of a train hauled by Europorte in excellent conditions. Yann Leriche will present to you the main highlights of 2020.

Géraldine Périchon, our CFO, will present to you the 2020 financial results. Yann Leriche will take over for the group perspectives. I will also take again the floor to enter a long tunnel or corridor corresponding to administrative or governance issues. Our statutory auditors will speak to you through video, and then we will address the questions asked by shareholders, and Yann Leriche, Géraldine Périchon, and myself shall answer live to your questions through the retransmission or broadcast platform for shareholders who would wish to ask questions and who have previously identified themselves for that purpose. Of course, we'll present the votes corresponding to the different resolutions. I would like to stress right away, and for this, I would like to thank the shareholders who voted yesterday. You've seen that the quorum we have reached reaches almost 75%.

It's a real historical record, which shows how keen you are on our company, this goes right to our hearts. I would like to give the floor to Yann Leriche so he can start presenting the results. Over to you, Yann.

Yann Leriche
CEO, Getlink

Thank you, Jacques. Good morning, ladies and gentlemen. I would like to come back on the highlights of the year 2020 before I start introducing the past year figures, which shows the robustness of our economic model. The main item or the main highlight for 2020 has to do with the COVID-19 pandemic and the measures we have taken to protect both our customers and our team members and employees. Thanks to their commitment, we were able to operate 24 hours a day, seven days a week, while ensuring remarkable health conditions. Sanitary measures were respected, of course, these conditions were praised by our passenger customers.

They are happy we offer a contactless system, and this is much safer than everything which is offered by competitors on the Strait of Dover. This has allowed us to reach a market share, which is a record market share, which is very important, 70%+. The year 2020 was also the year of Brexit preparation. We have invested in new infrastructures and new services for our freight customers, and one of the first product that we have developed is the Eurotunnel Border Pass. It allows hauliers to digitize, of course, their formalities before they cross the Channel, so that when their truck arrives to the terminal, we recognize their license plates, and they can easily then cross the border because we are the ones, of course, who transfer their IDs and formalities to both the French and British border authorities when they cross the border.

We've also created the Truck Village. For this, we offer a wide range of services to truck drivers. Once again, the objective is to increase their travel experience. On the next slide, you see the first truck, which arrived to the French terminal just after midnight on the 1st of January. Of course, our team members were all highly engaged and mobilized on that particular night, same as authorities. In the first hours of the year 2021, everything happened. All of our systems switched to the new arrangements. Everything worked perfectly and smoothly, it's an excellent collective success. I now suggest we move to the main figures corresponding to the year 2020. We have finished the year with solid results. Our revenues resisted and did well. We reached a total amount of EUR 816 million, a setback of only 24% compared to 2019.

Our EBITDA has reached EUR 328 million, a setback of 41%. Our free cash flow was positive, reaching EUR 31 million, which is remarkable. Free cash flow means for us operational cash flow after investments in Eurotunnel and Europorte and after debt servicing. The net result is negative, minus EUR 113 million, and the financial debt amounts to EUR 4.149 billion. That is EUR 92 million less compared to 2019. Of course, Géraldine will come back on these figures later on, but before she does this, I would like to come back on the main economic pillars which explain this solid and resilient situation. We have four main pillars. First of all, our revenues were able, of course, to overcome the situation thanks to a customer base which is diversified and the way we have set prices.

We also want to stress how we make efforts to reduce costs and strictly manage our cash flow. Thirdly, we pursue our efforts in terms of CSR, and also I would like to say that I would like to praise the efforts made by staff and the good social dialogue that we accepted in the company, which has allowed us to remain very engaged. Finally, fourth point, we need to say that we have positive developments, both for ElecLink and Europorte. Europorte has very good results and has reached its highest EBITDA ever reached, and ElecLink, which has obtained the consent to install the cable in the tunnel. I'm now going to review the four main pillars. We have three types of customers, trucks, passenger cars, and Eurostar. They all represent at least 1/3 of our revenues, which makes our model very solid.

In 2020, the revenues for trucks and cars, that is to say the shuttle part, only went down by 17% despite the travel restrictions, which is worth mentioning. Eurostar traffic was more affected by the pandemic because its traffic was reduced by 77%. Nevertheless, our revenues only went down by 49% thanks to our tariff model. What is remarkable is the swift recovery of the passenger segment as soon as travel restrictions were lifted last summer. As mentioned, we have concentrated on cash flow management in 2020. We have a very ambitious plan in savings and CapEx that we call Shield. Thanks to this plan, we have saved EUR 40 million worth of OpEx at Eurotunnel and deferred EUR 50 million worth of CapEx. Of course, the postponing of these investments will be carried out without compromising neither safety, maintenance, nor projects linked to Brexit.

This very cautious management of cash flow has also led us to refinance our green bonds and to contract a waiver on the covenant of a Eurotunnel debt. This covenant was fully respected at the end of December 2020. On the next slide, let's concentrate on CSR. The year 2020 was also a year which led us to strengthen our commitments in terms of CSR. We consider that our initiatives in terms of CSR are leverages to improve our competitiveness. I would like to illustrate this with three examples. First of all, customer satisfaction. We continue to invest our customers. It's absolutely crucial to maintain both a high level of quality of service and a high level of satisfaction of customers, which both strengthens our premium position and our profitability. Secondly, climate.

We have carried out a thorough assessment of our CO2 emissions in 2020 with a special focus on scope three, which allows us today to define a midterm ambition in compliance with the framework of the TCFD, an ambition that we shall officially present at the end of May this year. Thirdly, social dialogue or relations. Of course, the year was a difficult year. The whole company remains engaged, mobilized to offer an excellent level of service to customers, and all this even if we've had to take activity-based measures, furlough in the U.K. Let me now conclude on Europorte. Europorte has obtained very good results back in 2020. Its EBITDA increased by EUR four million, reaching EUR 28 million, which is its best level ever. Quite an historical figure.

We've also continued to develop our strategic segments, in particular the transportation of chemical products for the pharmaceutical industry, but also international transport towards Belgium and Germany. These two countries now represent 30% of our traffic. All this demonstrates that Europorte today is certainly one of the rail freight company which is the most competitive in Europe. I would like to give the floor to Géraldine Périchon, which is our Chief Administrative and Financial Officer, who's now going to introduce the financial results and the financial situation of the group in 2020.

Géraldine Périchon
Chief Administrative and Financial Officer, Getlink

Thank you, Yann. Now let's move to financial performance. It's in fact a very strong illustration of everything that Yann has just said in terms of resilience and our capacity to protect our free cash flow.

In this presentation, we will first examine why we have derived as much profit as possible of the traffic of 2020 while adapting ourselves, and we will see how we have been able, with savings, to, of course, keep a positive free cash flow level and reduce our net debt. First of all, in terms of passenger traffic, we have had a lot of stop and go for this type of traffic, but also, generally speaking, some evidence of resilience and proof of our capacity to rebound. Freight traffic went down by 9% in 2019. This is due to different factors. A very negative impact of the first lockdown in Q2 with the closing down of industrial plants, -25%. A rebound started in June with -3% in Q3. Stockpiling in November, December with +3% in Q4.

Generally speaking, apart from the closing down of industrial sites, traffic remained quite solid. For passengers, traffic went down by 46%. Here again, with different periods. We have a massive drop in traffic during the first lockdown with Q2 at -80%. We had an impressive rebound or recovery as soon as travel restrictions were lifted during summer, and we've broken historical records of reservations, and the market share in Q3 was 3%. Figures were much lower in autumn with a gradual implementation of new restrictions, but still a quite historical position, Q4 at -60%. Globally, the passenger traffic is much more resilient than the one of airline companies and ferries. As far as railway networks are concerned, results are more contrasted. Eurostar is the most impacted business due to the pandemic, -75% versus 2019. They clearly suffered, same as the airline companies, especially in summertime.

With a slight recovery after the lifting of restriction, Eurostar has also launched a direct service to Amsterdam, a very important contribution of the future. Freight trains, they were impacted essentially during the first lockdown with the closing down of industrial plants and with a decline of 35% in Q2. Activity, of course, went back to normal in the second half year. We had an average decrease of 9%. This is illustration of the fundamentals, which are very solid. For this, in summary, the freight activity showed a very strong resilience. Passengers, the freight shuttle service has resisted much better compared to airline companies and ferries, thanks to our contactless offers, suffered much more than us. We've just covered the first part of the equation of revenues.

Yann has explained to us how the second part of the equation was strong this year with a progression of the yield amounting to 15%. Now let's move to the savings we've made. We've had a very strong reduction of cost in 2020 with a decrease of 10% of our OpEx, that is EUR 40 million with comparable basis. This comes from the Shield program with two pillars, productivity and Activité Partielle furlough. First, productivity. We've optimized our financial and human resources to offer a good level of service. Secondly, Activité Partielle in France and the U.K. covered a large number of employees in relation to activities. These two pillars explain the EUR 40 million. Of course, as we've seen later on, the Shield program is a living project.

We'll see later on, but this is a very vivid and living program with some substantial savings in 2021. We've talked about resilience of traffic. We've talked about yield and cost reductions. Let's see how this translates into profitability. First of all, when it comes to the Eurotunnel activity, the revenues of the fixed link amounted to EUR 693 million, a decrease of 27% versus 2019. This includes - 17% for the shuttle services. This, of course, is important to mention. When it comes to OpEx, we find the same decrease, - 10% with comparable basis. That gives us an EBITDA of EUR 301 million, a decrease of 44% compared to 2019 and a margin of 43%. Despite the fixed nature of our cost structure and the obligation to maintain the full service during the pandemic, the EBITDA was significantly protected during the crisis.

On the next page, you can see that Europorte has delivered a very strong growth in 2020. A very profitable growth. Revenues of Europorte are stable in 2020, thanks to the responsiveness and the commercial appetite of the team, which managed to compensate the cancellation of trains to the adding ad hoc flows of traffic. The sobriety in the management of operational charges has also allowed us to increase the EBITDA by 7%. We therefore reach an EBITDA of EUR 20 million in growth by 17%, which confirms the solid trajectory of the profitable growth of this activity, as Yann has mentioned earlier on. On the next slide, we find the consolidated figures for the group with the consolidated revenue for the fixed link in Europorte down by 24% at EUR 850 million. EBITDA, EUR 328 million, a decline of 41% with a margin of 40%.

We have refinanced in excellent conditions our green bonds back in October 2020. Financial charges stable, EUR 255 million, the net result equals minus EUR 113 million. As I was saying, we've concentrated on a very strict cash flow management. The next slide illustrate this. Let us say that the free positive cash flow in this difficult year amounted to EUR 31 million. The FCF free cash flow amounted to EUR 375 million, debt service EUR 263 million, including EUR 54 million worth of reimbursement, CapEx EUR 82 million. The use of a free cash flow, EUR 34 million were invested in the ElecLink project, plus the impact of the exchange rate on the gross debt. The net debt of the group at the end of the year was down to EUR 92 million in 2020.

I'm now going to give back the floor to Yann Leriche for the 2021 perspectives. I'm now going to start with the figures of the first half year of 2020.

Yann Leriche
CEO, Getlink

These figures are obviously, of course identified with two events. Second adaptation of the freight market to the new customs formalities after the Brexit. In these conditions, our truck volume decreased by 21%. The number of cars decreased by 72%. The Eurostar passengers decreased by 95%. The freight goods, freight trains decreased as well. Our revenue increased up to EUR 154.4 million, decreasing by 33% compared to first quarter of 2020 with unfavorable basis effect because we are comparing this quarter to the first quarter of last year, and because the travel started to again from mid-March last year. Our market share are overall good compared to March 2020. When it comes to the passengers market, our market share is increasing of 16.1% up to 83.2%, still under the favorable effect of the excellent health protection that we give.

The freight market share is stable with an increase of 0.1% up to 39.3% in March 2021. In this context, we are focusing on a few key priorities. These priorities are short term, immediate management. We keep protecting both people and also, we keep focusing on our cash flow. Our markets have remained impacted by the COVID and our visibility is still limited as for the evolution, the changes in the travel restrictions imposed by the states. Consequently, we keep deploying and reinforcing our Shield program still with the purpose to limit our expenses to the strict necessary. Our objective this year is to do better than the EUR 40 million of the cost reduction done in 2020. We will also keep managing strictly our CapEx with investment between EUR 70 million-EUR 80 million in 2021.

Our management of the crisis is also done through an increase in flexibility for us to adapt as much as possible to the traffics downward, upward. Downward when the borders are closed, but also upward because as we saw last year, as soon as the traffic restrictions are levied, removed, then people, our clients, come back very quickly into our services. This is what is going to happen again this year when Boris Johnson, for instance, announced on 22 February 2021 that the borders of Great Britain would reopen on 17th of May, and the bookings improved up to 125% on the same day. Beyond the Shield, we're also preparing the future, and therefore, I've rolled out a program, in order to increase our leadership as for these activities, our activities, and we call it Way Forward.

The purpose is to ensure a long-term growth, to improve our margins, to increase the quality of the services that we offer, but at the same time, in reinforcing our CSR performances. As we know that Brexit and COVID are going to generate different behaviors, like consumption behaviors in our clients, and we want to understand that very quickly in order to seize the opportunity, related to these changes. In order to do that, we're going to reinforce our marketing and commercial capacities, including our capacities related to the yield management. Also, we want to be more ambitious in terms of efficiency, operational efficiencies in order to improve our productivity. We're doing this with a lean management program and digitalization of our processes. When it comes to the CSR, we keep investing in the health of our teams, of course.

We've also been reinforcing our efforts when it comes to reducing our carbon footprints, and we've done a lot already, but we want to go beyond. We have a short-term objective, which is to reduce, again, our emissions down by 15% until 2023. This is a climate curve in the long term that will be presented in the next month. The CSR is indeed at the core of our strategy. Indeed, by far, we are the most environment friendly means to travel, to go across the channel. A few words on ElecLink and Europorte. The project ElecLink is going forward in compliance with our schedule. To this date, we've laid 30 km of cables out of the 50km. The pooling of these cables will be done by this summer, and then we'll start the testings. The commercial rolling rolled out is planned for mid-2022.

Next slide. Europorte, as we said, keeps growing f irst quarter 2021. The revenue was 4% higher than the one of 2020. The current traffic density enables us to launch a new service called FLEX EXPRESS. High frequency, as you can see on the map, the axis is north to the south. This service will enable us to offer better frequencies, so to speak, and in other words, better services to our clients, also at the same time to be more efficient from an economic point of view. We have Régionéo. It's our joint venture with the RATP. Régionéo is getting ready to answer, to tender in the north and in the east of France with this logic of caution and profitability. As you see, we are totally mobilized to face the crisis and the current uncertainties.

Our visibility is not clear when it comes to the future decisions that the governments will take when it comes to opening the borders. That's why at this stage it's not possible to do reliable forecasts when it comes to the traffic or profits when it comes to 2021. However, we're trustful in the strength of our economic model, our business model, and the long-term outlooks of the company. We propose to the vote of the GA the distribution of the dividend, which is EUR 0.05 per share. Now I'll give the floor to the president who is going to tell us about the evolution of the governance and the works of the board.

Jacques Gounon
Chairman, Getlink

Indeed. The distribution of the dividend is really part of the DNA of the company, and we're very keen on maintaining the distribution of dividends whatever the situation or circumstances, and of course, this is something which makes us stand out in comparison with competitors. As Yann has just said, we're now going to deal with governance issues. You know that in 2020, on the 1st of July, we've decided to split the position of Chairman and Chief Executive Officer. I'm the Chairman of the Board of Directors since that particular date, and Yann Leriche is, of course, our Chief Executive Officer in charge of the general management of the company. I'm convinced that the functioning is harmonious and effective and relevant, and we have proof of this every day.

Yann has, of course, and I, we've had to implement this new system, and we have different terms of office, which now come to expiration as this was presented in the resolutions of this general meeting. Two appointments took place, two nominations. The nomination of Yann Leriche as a member of Board of Directors in replacement of Peter Levene, whose mandate was about to expire. I would like to say we also have to ratify the co-optation of Carlo Bertazzo as Board of Directors following the end of term of office of Giancarlo Guenzi from the Atlantia Group. We'd like to welcome Carlo Bertazzo, who contributes to the company with all his competence. Also, we would like to implement the nomination of staff representative from the U.K., an elected member of a European Works Council. This person is going to replace Tim Yeo.

Tim Yeo spent 12 years with us and has suggested to step down. I would like to pay tribute, particular tribute, to both Peter Levene and Tim Yeo. They were two foundation shareholders. That is, the individual shareholders of the first hours. They've always followed, supported Eurotunnel, the group, and their vision, their enthusiasm, have considerably contributed to the enrichment of the work of the board of directors. On behalf of shareholders, I think we can really thank them enormously and sincerely. In 2020, the board of directors worked hard. 13 meetings were held and directors were present at 97%, so they attended very regularly the meetings. This process of selection of directors at Getlink allows us to gather very important experts, contributors with very in-depth knowledge of the business and a very wide international experience in different activity sectors.

After this general meeting, the board of directors will have a total of 15 members with 50% of women and very satisfactory international representations. On the next slide, you'll see that the board of directors is very active thanks to its expert committees or specialized committees, which focus on the different items which are submitted to the approval of the board of directors. We have five committees which appraise different dossiers, and they submit to us their advice. We first have the audit committee, we have a nomination and remuneration committee, the safety and security committee, we have the ethics and CSR committee, and finally, the economic regulation committee, which is of course absolutely crucial to everything we do. The Ethics and CSR Committee, if you recall, used to be called the Corporate Committee. We've decided to change its name, which is much more explicit for outside stakeholders.

Here again, ethics and CSR, this is part of our DNA. This change in the wording of this committee shows our growing will to increase our work on CSR issue. As Yann has said, we will have opportunities to talk about it again. After this general meeting. Following the withdrawal of Timio, or the stepping down of Timio, who was the chairman of the Ethics and CSR Committee, this committee is going to merge with the Economic Regulation Committee. This merged committee will be chaired by Patricia Hewitt, who has accepted, willingly, to play the role of leading climate director to make sure that the board can provide a new impulse in this field. It will help us in terms of investments. It will help us to progress on the issues related to climate protection. No doubt this will become a particular important pillar.

This is part of the green credentials of the group. On the next slide, you will see the recommendations provided by the Nomination and Remuneration Committee on the remuneration policies. Of course, we hope that this policy will be as simple as possible. We want to make sure that it shows a certain amount of continuity in time, it needs to be moderated and consistent with the salary policy of the company. The main objective is sobriety. We need to make sure that we need to remunerate people for rendered service, but we need to do it modestly. This remuneration policy takes into account all the challenges of a company. It's not only financial performance.

The board of directors makes sure that the remuneration of corporate officers, especially for the first half year of 2020, for myself, for Yann Leriche, we want to make sure that this is aligned with the long-term objectives of the company as well as your objectives, and we want to make sure that the different components of remunerations of executive officers, the variable part, the fixed part, options or shares, retirement, all this needs to be proportionate and compliant with the principles specified by the AFEP-MEDEF code that you can see on the screen.

The general meeting is consulted both on remunerations for 2020, this is what we call ex post, and the remuneration policy for 2021, ex ante. I'm now going to move to the different remuneration elements for Yann Leriche and myself. Of course, in the context of the pandemic, the choice of Getlink was the one of responsibility.

We wanted to insist on shared efforts. Priority was given, of course, to people safety. We wanted to make sure that we could keep people employed and pursue, as smoothly as possible, our activities. I think we can say with a certain degree of pride that Getlink didn't resort to any state-guaranteed loans or state subsidies, and we haven't also used the option of deferred taxes or social charges. We really had a real financial year, a genuine one. Of course, we had to withdraw the distribution of dividends for the year 2019 out of precaution. We've had to engage a reduction in operation charges and CapEx, as Yann and Géraldine have mentioned.

Thanks to the measures of furlough or Activité Partielle in France, and just out of social justice, we've made sure that in the application of Activité Partielle or furlough, we could offer some compensations for the lowest salaries. This particular approach was accompanied by a reduction of remuneration of executive officers, as well as the members of the executive committee and main or senior executives on a voluntary basis, and this is quite unique. Directors have also given up one part of his fixed remuneration during this particular crisis. Now I would like to present the resolutions which have to do with remuneration of course, executive officers. It's quite an important issue. There are more than 12 resolutions. I'm going to try and be as simple as possible so we can save time to answer your questions.

On the next slide, we now move to the remuneration, CEO, chairman. The remuneration policy was voted by you last year. The remuneration of the CEO for the second half year, and myself for the first half year, have a similar structure. Yann Leriche, the CEO, has received a variable long-term remuneration under the form of performance shares, which was not my case. In compliance with the AFEP-MEDEF code, I wasn't allocated these particular performance shares because I was terminating my term of office as chairman and CEO in 2020. Therefore, the remuneration policy is simple and one adapted to the situation, an annual fixed remuneration, an annual variable remuneration submitted to performance, an additional retirement or pension scheme, which is modest. The annual variable part is assessed according to different criteria: economic, social, and societal, and CSR. It's important, and there are also comparisons versus budget.

When it comes to the EBITDA, it depends on what has been announced to the market. Here again, we have a first difficulty because the target of the EBITDA 2020 was withdrawn or abandoned due to the sanitary crisis. In view of the technical impossibility to appreciate performance according to this criteria for variable remuneration, the board of directors has exceptionally suggested to replace the 2020 EBITDA criteria by performance criteria of share compared to the GPR Getlink index, which is the reference index that you have on slide 42. You know that the share price was maintained quite at a high level all throughout 2020, and we hope that it will continue to be so in 2021. This GPR Getlink index is based on a range of different international companies, and you have the list of these companies on this particular page or slide.

However, even if the Getlink share overperformed compared to the GPR index, the board of directors wanted to make sure that one part of the performance, which needs to be allocated, shall be reduced in the spirit of modesty or measurement, which characterizes our remuneration policy. On the next slide, you will see remuneration for 2020. It's very simple. You can see that it doesn't comprise any pre-annual variable. It is made up of a fixed part for the chairman, for the CEO, and a bonus for the first half year 2020. This bonus, following the modification which was exposed to you and proposed to you in the resolutions, amounts to EUR 273 and EUR 2 compared to what I could have hoped for. As indicated, I haven't received any long-term remuneration and no indemnity for the end of my term of office as CEO.

On the slide corresponding now to Yann Leriche for the second half year 2020, we find once again the same remuneration structure, but with in addition, because he is fortunate, some long-term performance actions. He has this opportunity because it needs to be performing, and it will be performing. The bonus for the second half year 2020 following the modification we've mentioned, amounts to EUR 139,968, well below what he could have expected. The CEO, who's very enthusiastic, hasn't received any bonuses for his coming to his position, and he has no work contract. On the next slide, you will see the ex-post vote for the remuneration paid in 2020. I'd like to remind you that François Gauthey left the company, and you have some indications on his salary as well, which are given.

I've mentioned that the directors have abandoned part of their fixed remuneration 2020, that the remuneration of François Gauthey, of course, only corresponds with fixed remuneration. On page 46, I'm now providing you with some information which have to do with these different ratios in terms of equity. This is important for British companies because we want to make sure that we keep this particular binational balance. You can see that we are at levels of equality ratio, which are very significant. In this period of very severe crisis, it's quite extraordinary to say that the mobilization, the engagement of senior executive is very strong, and I think they should even get an over remuneration, a bonus, a plus. It's not always easy to take the right decision to make sure that the group moves forward in this very difficult situation, and in the context of Brexit.

On slide 47, you have the remuneration policy for the CEO 2021. Here again, simplicity, moderation. Of course, as you can see, there is 1/3 fixed remuneration, 1/3 annual variable, 1/3 long-term LTI in shares. We, and this is very important, 50% on strategic criteria and on long-term development and sustainable development. On the next slide, you have my remuneration, fixed annual remuneration, which hasn't changed with no annual variable remuneration, with no annual bonus and no long-term LTI remuneration and other elements indicated on the slide. What matters to me is to continue to make sure that this great company can keep on growing. On slide 49, you have the resolution 18, which is a democratic plan aiming at allocating 100 ordinary shares to each employee with no performance objective. That's a total of 370,000 of shares that we propose to allocate to employees.

That is 0.60% of the share capital. You know how important it is for the future of a company. Employees, if they play the role of shareholders, also have an important role to play in the company. We also have a long-term incentive program. This is the resolution 19. It's an incentive program with a maximum of 300,000 ordinary shares with conditions of performance for the main senior managers. You will note that this volume of shares is inferior to what you offer to employees, and this is quite identical to the previous plans, and out of continuity, it is partly revised in view of the work we have done to give more importance to CSR and how we try to limit our CO2 emissions in the next few years.

Even if we've done a lot throughout the past, we want to continue to make progress in this particular field. The objective of resolution number 20, in view of the impossibility to assess the performance in EBITDA 2020, aims at suggesting to neutralize in this 2018 plan, which is now about to come to expiration, the EBITDA criteria for the year 2020 with the differentiated criteria between, of course, senior managers. They will cash less than expected with, of course, more options for employees. Resolutions 21-23 have to do with the classic renewal of capital issue, remuneration. We have a reduction of capital through the cancellation of self-owned shares. Resolution 25, that's the compulsory resolution, which is reserved for employees. After this, I now suggest we listen to our excellent auditors, who are now going to present to you their reports.

As indicated at the beginning of the meeting, their presentations have been pre-recorded. Over to you, Auditors.

Francisco Sanchez
Partner, Mazars

Ladies and gentlemen, dear shareholders, we are going to present to you the reports that we've established to you, your attention, on the 31st of December 2020. These reports are as follow, they are presented to us on the screen. Our report on the annual financial statements, our report on the consolidated financial statements, our special report on the regulated agreements, our report on the capital operations provided in resolutions 18, 19, 21, and 22 to 25, on which you will have to give your view. The Mazars office has published a report on the non-financial performance statements included in the group management report. This report is part, in a detailed manner, in the documents made available to you. Next slide.

Now we're going to give you a summary of these reports and comment the slide presented to you on the screen. In our report in date of the 24th of February 2021, as for the financial position of the company as at 31st December 2020, and as of the results of its operation for the year then ended, in accordance with French accounting principles, pages 113 to 116 are on the consolidated financial statements presented based on the IFRS standards. As mentioned on pages 52 to 56 on the universal registration document, we are presenting the characteristics of our missions.

We are confirming the implementation of the latter in compliance with the independence rules that are applicable to us. We are reminding the respective responsibilities of the management and the governance of the company and of the statutory auditors in relation with the consolidated financial statements and the yearly financial statements. We have no reservation as for these financial statements. In the changing context of the world crisis related to the COVID-19 and the specific conditions it generates for the preparation and the audit of the financial statements for 2020, given the key elements of the audit, given the significant risks that, according to us, have been the most important for the audit 2020 as well as the references we've given as for these risks. Next slide. As for the consolidated financial statements.

The consolidated financial statements, given the recoverable value of Getlink fixed assets, the recoverable value of the concession fixed assets and the accounting treatment of financial debt. As for the annual financial statements, the key element of the audit as for the participation and the credits between the companies, between the group. Our works consisted for these key elements of the audit. It was about assessing the elements and to have an estimate of the reasonable

elements and the information pertaining to this provided to us year by year. Based on these two reports, we confirm that we've performed the audits in compliance with by law, and that we have no comments to make. As for our report on the consolidated financial statements, we can say that, given the extra financial performance as provided by the French Commercial Code, these are in the management of the group and in the yearly financial statements, we have confirmed the information related to the remuneration advantages and commitments in favor to the corporate officers.

On the 24th of February, pages 223 to 224, these universal registration documents, we mentioned that the agreements proposed to the approval for the company's general meeting, we have been advised of the following agreements entered into during the year ended 31st December 2020, that there is a deed of release and an inter-creditor agreement, and that these two agreements were entered into for the purposes of the 2020 bond issue. Second part, as per the agreements previously approved by the general meeting, and the execution of the latter was done also in 2020. We inform you that we have not been advised of any agreements which were already approved by the shareholder general meeting, and which were applicable during the 2020 financial year. I give the floor to Michael from the Mazars office for the remaining parts of the report.

Speaker 6

As for the non-financial performance statement, we confirm as a third independent body that we've checked three main elements. First, the description of the business model and the main risk related to the activity of the group, as well as the policies and actions implemented to prevent and mitigate the coming up of the identified risks. We've identified the key performance indicators as for the actions implemented by the group. We've also checked a selection of data specific to the environment and society, present in the non-financial performance statement based on our works. The conclusion of our works is that we are confirming as in page 307 to 309, not only the sincerity of the information present mentioned in the non-financial performance statement, on the other hand, the compliance of this performance statement with the regulatory arrangements in force. Next slide.

When it comes to the reports on share operations, we have established seven specific elements when it comes to the nature of the operations are concerned. The first report is as for the free attribution of shares to employees who are not parts of the management. This is in reference with Resolution 18. Second report is about the proceeding with free allocations of ordinary shares of the company existing or to be issued to the benefit of the employees and/or executive officers of the group with the automatic waiver by the shareholders of their preferential subscription rights, which is in relation with Resolution 19.

Our report number three is about the renewal of the delegation of authority to the board of directors for a period of 26 months for the purpose of issuing ordinary shares of the company or securities, giving access to ordinary shares of the company or of companies of the companies group, with maintenance of the shareholders' preferential subscription right in reference to Resolution 21. Our fourth report is the report on share operations, nature of the operations concerned. It's in relation with Resolutions 22 to 25.

The delegation of authority granted for a period of 26 months to the board of directors for the purpose of issuing, with cancellation of the preferential subscription right, ordinary shares or securities giving access to the capital within the limit of 10% of the share capital and remuneration of contributions in kind relating to equity securities or securities giving access to the capital in relation with Resolution 22. We will establish a complementary report if need be. Our report number five is about the overall limitation of authorization to issue shares with or without cancellation of preferential subscription rights. This is in relation with Resolution 23.

Report number six, it's about the authorization granted for 18 months to the Board of Directors to reduce the capital by canceling treasury shares, which is in relation with Resolution 24. Our last report is about the delegation of authority granted for 26 months to the Board of Directors for the purpose of carrying out capital increases with cancellation of the shareholders' preferential subscription right by issuing ordinary shares or securities giving access to the company's capital reserve for employees belonging to a company saving plan in relation with resolution. Under the proposal to remove the preferential subscription right under this resolution. We will establish a complementary report if need be, if required by your Board. Thank you for your attention.

Jacques Gounon
Chairman, Getlink

Well, thank you. Thank you to our statutory auditors. Even if you're not with us physically here today, thank you for the quality of your reports and presentations. As always, I now suggest we move to the question and answer session. Let's start with the written session. One question was received. I think it will soon be displayed on screen. The question is the following. In fact, it's a dual question, isn't it? The Board of Directors met before this general meeting to provide answers to your questions. You'll be able to see these answers on the website of Getlink. As far as the first point in this question is concerned, yes, we've had to face an extraordinary situation which cumulates and combines Brexit preparedness and COVID-19. We've tried to do our best.

For the second written question on the opportunity to maintain another distribution of a dividend. I've already said this. Our dividend, this is the marker. This is, of course, the DNA of a company. As early as 2006, we've engaged the process of a payment of a dividend. We want to maintain this, and I hope that, of course, we'll be able to distribute some dividends in 2021 and over the next years. We've had a quite traditional standard question from Mr. Vez. I would like to greet his historical shareholder. Each time we have a general meeting, he repeats the difficulties which were faced by these historical shareholders and is asking why dividends are paid thanks to investments. I would like to reassure Mr. Vez. Of course, dividends, as Yann Leriche has said, as I've done also in the past, investments that need to be made are done.

We're not depriving investments for the sake of payment of dividends. Mr. Vez can be satisfied by the fact that he is part of the company, a company which corresponds to a value of EUR 7 billion on the stock exchange. What about questions sent on the internet platform? A first question by Mr. Luc Merux, who is also a 1987 shareholder. I would like to greet him today, and he's asking us what we want to do with a cash flow of more than EUR 620 million when it comes to the payback of debt C2A in 2022, amounting to EUR 425 million. What about the 20th of June 2020, where we step up imposed by the banks, that is to say, the price will be significantly higher to force the company to pay it back. Let me reassure him.

Of course, I would like to reassure him. Géraldine Périchon, our CFO, is already working on all the potential refinancing solutions that would allow us to keep on improving our debt management. We still had minus €92 million worth of debt last year, as you've seen. I would like to say, obviously, that today nobody now considers that the debt is a problem. It's the same thing for the state. Money at the present time is fully available. Our issue doesn't have to do with the amount of debt, which is no problem for us.

The issue for us is to try and optimize this debt structure so that as we did in 2020, we should place it in a revolving system, which means that little by little, we could move to a set debt to a living debt, which allows us to take opportunities in terms of interest rates at a time, I recall, when interest rates may remain for quite a long time at particularly attractive levels. We keep on working on this. The objective is to keep on optimizing debt service rather than optimizing the volume, which according to me has no longer any importance, even if, of course, we remain cautious. No, the answer is no, Mr. Merux. We won't have to, of course, reduce dividends to do this work, but you were right to mention how important it was.

We have a second question, which is now asked by Mr. Romain Deleze. Mr. Romain Deleze, who must be a local stakeholder, says, "I've read last Sunday in the Sunday issue of 'My Pulse' that you wish to reinstate duty-free at Getlink." That's a real question. You know that the Eurotunnel activity has had duty-free service until the end of 1919, at a time when the duty-free came to an end because the U.K. arrived in the single market. We know that the U.K. has withdrawn from the EU. Now again, we ask the question of duty-free. We've asked questions about this to the public authorities for quite a long time now. How can we recover it?

Unfortunately, as I speak, as I answer the question put by this shareholder, we still have no answer from the French government on the possibility to implement, once again, duty-free service at the Coquelles terminal. I'm saying this very honestly. I do not understand, unless it's a result of a very tedious type of red tape. I don't know. We may have a lot of tourists this summer, I don't understand why they can't reinstate this. We know that ports are getting ready for this. I think that they've received same as ferries, a possibility to relaunch duty-free sales. If we do not have this possibility to do duty-free sales, I'm saying this very clearly to you, it's a real scandal. Of course, you'll have to take this into account in the future.

Before 1999, this represented annual traffic of cars that we may consider of about 1 million cars came to us, thanks to duty-free. It would sustain employments, jobs, the activity. We are the only ones with the shuttles to allow someone to do a return trip in half a day just to derive profit for duty-free. Of course, passengers derive profit from it, the full French economy is going to derive profit from it. It's completely out of the question that our competitors might be authorized to do duty-free at a time that we're not. This would be totally unfair, it would be, of course, a distortion of competitiveness or competition, which would lead us, of course, in view of the Treaty of Canterbury, which provides us with rights, but also obligations to the states, to engage, of course, a claim in front of a court.

Of course, I would like to avoid this type of litigation or dispute. We've written to Mr. Olivier Dussopt at the finance ministry to say it's becoming very urgent. Please authorize us to do duty-free, same as ferries are authorized to. I can't say much more about it as we speak, I repeat. You know how convinced I am about this. As long as we won't have duty-free authorized on the French terminal at Coquelles, Eurotunnel, I will lead a very tough battle so that I obtain, of course, a positive answer and outcome in this. I don't know why we would be deprived from the duty-free sales. I don't want to worry you about this, but I would like to say that owing to the current circumstances, the pandemic, COVID-19, Brexit, the swift recovery or not of the market, the reopening of the borders, red, amber, or green.

Whatever the circumstances, the company is fully engaged to draw a maximum of benefit from the situation. At Eurotunnel, we have a remarkable capacity to rebound, to adapt to circumstances, linked to the commitment of course, corporate officers, senior managements, employees, and trade unions and staff representatives. There are two other activities which may lead us further in the future. Rail freight. You know that in France, the Ministry of Transport has recently announced that they were about to launch a plan to support rail traffic, 72 measures have just been published that may lead to launch a long-term plan in this sector. Europorte, which is the best ever French rail freight company in terms of profitability at the present time, will be able to benefit from this plan.

It's a very good thing that at last, rail freight is recognized as a very effective piggybacking solution. You have ElecLink. This project was launched 10 years ago now. Yann Leriche has indicated to you that we already pulled 34 kilometers of the cable out of 50 kilometers. As soon as early summer, we'll have to start launching tests and trials. You know that this project was frozen for three years due to the in-depth technical assessment of the CTSA, and that the IGC, which is quite favorable on this project, was waiting for the advice of technical experts. There's been so many assessments made of any kind. Now that the cable is in the process of being hauled and pulled, we need to be able to launch the trial period to check that the theoretical assessments comply with reality.

Once again, it would be utterly awful if we were slowed down in the process just because some people would wonder about the safety of this cable. Let's do the test, we'll see whether it's safe or not. I've said this publicly. I'd like to repeat myself. Should the test not be satisfying, of course, we will take all the necessary corrective measures, let's test it. In view of these three drivers for growth, the shuttle, Eurostar. Well, Eurostar, I think for this, the French and British states need to really understand how vital this service is. They offer the same services as airlines companies, which are supported financially by states. This is unfair. Eurostar should be supported, we'll be there. We'll support Eurostar, we make sure that we can keep on growing. Rail freight is going to keep on growing.

ElecLink will finally be able to move forward towards commissioning. It is therefore, in this particular context, dear shareholders, that we're now going to be able to look at the result of your votes, because there are no other questions to be answered on screen, as announced. I now give the floor to Claire Piccolin, so that she can provide us with the result of your votes, and I will then conclude on the basis of these results. Over to you, Claire.

Claire Piccolin
General Secretary of the Board of Directors, Getlink

First resolution is adopted with a majority of 99.96% of the votes. Resolution number two, with regards to the appropriation of the result of the financial year, has been adopted with a majority of 96.69% of the votes. Resolution three, with regards to the review and approval of the consolidated accounts, is approved with a majority of 99.96% of the votes. Resolution four, with regards to the authorization granted to the board of directors to allow the company to buy back and trade in its own shares, is adopted with 98.26% of votes. Resolution five, with regards to the regulated agreements, is adopted with a majority of 99.95% of the votes. The resolution number six, with regards to the ratification of the co-option of Carlo Bertazzo, is adopted with a majority of 99.60% of the votes.

Resolution number seven, with regards to the appointment of Yann Leriche, is adopted with a majority of 99.80% of the votes. Resolution number eight, about the approval of the modification of an element of the 2020 remuneration policy for the Chief Executive Officer, is adopted 94.80% of the votes. Resolution number nine, with regard to the approval of the modification of an element of the 2020 remuneration policy for the Chairman and Chief Executive Officer, is adopted with a majority of 94.80% of the votes. Resolution 10, as for the ex post vote approval of the information relating to the remuneration, adopted with a majority of 98.15% of the votes.

Resolution 11, with regards to the ex post vote approval of the remuneration paid during or awarded for the first half of the financial year ended 31st December 2020 to Jacques Gounon, Chairman and Chief Executive Officer, is adopted with a majority of 97.24% of the votes. Resolution 12, related to the ex post vote approval of the remuneration paid during or awarded for the second half of the financial year ended 31st December 2020 to Yann Leriche, Chief Executive Officer, is adopted 97.48% of the votes. Resolution 13, as for the ex post vote approval of the remuneration paid during or awarded to the second half of the financial year to Jacques Gounon, Chairman, is adopted with a majority of 99.49% of the votes.

Resolution 14, on the ex post vote approval of the remuneration paid during or awarded for the financial year ended 31st December 2020 to François Gauthey, Deputy Chief Executive Officer, is adopted with a majority of 97.51% of the votes. Resolution 15, on the ex ante vote approval of the remuneration policy for executive officers and directors for 2021, is adopted with a majority of 99.91% of the votes. Resolution 16, on the ex ante vote approval of the remuneration policy attributable to the Chief Executive Officer, is adopted 99.03% of the votes. Resolution 17, on the ex ante vote approval of the remuneration policy attributable to the Chairman of the Board, is adopted with a majority of 99.48% of the votes. Resolution 18, on the delegation of authority granted to the Board of Directors to proceed with the collective reallocation of shares to all non-executive employees of the company.

This is adopted with a majority of 99.14% of the votes. Resolution 19, on the authorization granted to the board of directors for allocating ordinary shares subject to performance conditions, free of charge to certain members of the group's employees and/or executive officers, is adopted with a majority of 98.35% of the votes. Resolution 20, on the approval of the modification of an element of the 2018 long-term incentive plan, is adopted with a majority of 97.63% of the votes. Resolution 21 on the renewal of the delegation of authority granted to the board of directors to issue with shareholders' preferential subscription rights maintained ordinary shares of the company or securities giving access to ordinary shares of the company or of companies of the company's group, is adopted with 97.28% of the vote.

Resolution 22, delegation of authority granted to the board of directors to issue with cancellation of the preferential subscription rights, ordinary shares or securities given access to the capital, nomination of contributions in kind relating to equity securities or securities giving access to the capital, is adopted with 98.63% of the votes. Resolution 23, overall limit of the authorization to issue shares with or without cancellation of preferential subscription rights, is adopted with 98.59% of the votes. Resolution 24, authorization granted to the board of directors to reduce the share capital by canceling treasury shares, is adopted with a majority of 98.29% of the votes.

Resolution 25, delegation of authority granted to the board of directors to carry out capital increases with withdrawal of the shareholders' preferential subscription rights by issuing ordinary shares or securities giving access to the company's capital reserve to the employee belonging to company savings plan, is adopted with 98.35% of the votes. Resolution 26, deletion of obsolete mention from the articles of association, is adopted with 99.84% of the votes. Resolution 27, powers for the formalities, is adopted with the majority of 99.97% of the votes.

Jacques Gounon
Chairman, Getlink

Ladies and gentlemen, dear shareholders, Claire, thank you very much for these results that you've just presented. Dear shareholders, we're now coming to the end of this general meeting. I would like to thank you very sincerely on behalf of the whole team here for your rate of participation. It's almost 75%. I would like to thank you for your massive support, obvious support, and I could tell you how much this is important. This engagement, your support, is absolutely key for us. I would like to thank Yann Leriche and Géraldine Périchon, the CEO and CFO, for their presentations.

I can assure you, thanks to your very positive vote, we're fully motivated to do even more and better, and I really hope that next year, especially in relation of the vaccine policy that will allow us to exit this particular situation of pandemic, we'll be able to meet again. I would like to say that your absence, you judges, you're here to listen to us. You're not here before us, and this is quite painful, and I really hope that we will have the possibility to meet again soon in the flesh. In the meantime, I can assure you that the company will keep on working hard, and I'm now in a position to officially close this session of the general meeting while thanking you again for your support. Thank you very much and keep safe. Thank you very much. Bye-bye. Take care.