Nexans S.A. (EPA:NEX)
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AGM 2023

May 11, 2023

Jean Mouton
President, Nexans

Ladies and gentlemen, dear shareholders, good afternoon to you all. I'm very pleased to welcome you, thank you very much for being here in Paris today for the shareholders meeting. In this session, we will comment on the performance and the highlights of the 2022 financial year. A thematic presentation on fire safety, followed by a presentation on E3, the operating model of Nexans, followed by a description of the group's climate strategy are also on the agenda.

On the agenda is the composition of the Board of Directors with the proposal to renew the mandate of Bpifrance Participations, the lead shareholder. Karine Lenglart, as Senior Investment Director, will be the permanent representative of Bpifrance Participations if this Resolution is approved. Her solid experience in mergers and acquisitions within companies in various sectors and internationally will be of great value to Nexans.

We will also submit to your approval the renewal of the mandate of Óscar Hasbún Martínez, Managing Director of Compañía Sudamericana and Chairman of the Strategic and Sustainable Development Committee. The group has benefited for several years from his managerial and financial experience in international companies. His sharp and agile analytical sense is a valuable asset for the group.

You will be also asked to vote on the renewal of the mandate of Hubert Porte, Managing Director of Ecus Capital, who brings to Nexans his multiple skills in the field of services, finance, organizational transformation, and M&A. In addition to his in-depth knowledge of the group's businesses. Finally, the renewal of my own mandate as an independent director is also submitted to your vote. I would be delighted to continue to put my expertise in strategy and international organizations at the service of the company.

In addition, we are submitting to your vote a remuneration program entirely designed in line with the group's strategic objectives up to 2024. 2022 is a record year with results never before achieved, proof of the relevance of Nexans' vision and ambition. In line with the dividend policy implemented in 2021 and beyond the stock market performance, we propose distribution of a dividend of EUR 2.10 per share. We will have the opportunity to come back to this during the meeting. At the entrance to this room, you will find an exhibition illustrating our offer in the field of fire safety. We'll come back to that. Our highlights in the field of sustainable development, the Nexans Foundation, which celebrated its 10th anniversary this year, and our philanthropy actions in line with the values and commitments of your group.

I would like to thank the representatives of the Institut Curie, which Nexans has supported for several years, for their presence this year. I hope you enjoyed this exhibition. I hereby declare open the annual general meeting of shareholders of Nexans, meeting in an ordinary and extraordinary session. In order to facilitate the voting of Resolutions and to allow a quick display of the results, we use the electronic voting system, which is fast and secure.

You have received an electronic voting tablet at the entrance, which contains, among other things, the notice. I invite you to use it and to return it at the end of the meeting. I remind you that the universal registration documents can be downloaded from our website. You can consult it on request from the hostesses. For environmental reasons, and as you know, we no longer print it systematically.

I would like to inform you that this meeting is public. It is filmed and recorded for live and recorded broadcast on the Internet. Unless you object, your image may be saved and broadcast on the Nexans website. I'm joined today by Anne Lebel. Anne Lebel, independent Lead Director. Christopher Guérin, Managing Director. Jean-Christophe Juillard, Deputy Managing Director and CFO, and Nino Cusimano, General Counsel and Secretary General. I also welcome the members of the Board of Directors and thank them for their presence. Also in the room are the other members of the executive committee, some of whom will be joining us on stage later for presentations. I would like to greet the auditors, Mrs. Juliette Decourt, Guillaume Mortier representing Mazars, and Edouard de Marcillac representing PwC.

In my capacity as chairman of the Board of Directors, I will now constitute the bureau of the shareholders' meeting. In accordance with the law, the two members of the meeting present who have the greatest number of votes and who accept these functions are the scrutineers. According to the information on the attendance sheet, the two shareholders present and representing the largest votes are Invexans Limited and Bpifrance Participations. We ask these two shareholders at the beginning of the meeting if they would accept to act as scrutineers, and they accepted it. I therefore propose to choose as scrutineers, on the one hand, Invexans Limited, a member of the general meeting who has agreed to fulfill this function represented by Hervé Pisani.

On the other hand, Bpifrance Participations, a member of the general meeting, who agreed to fulfill this function represented by Luis Pereira. I also propose that Mr. Nino Cusimano, Secretary General and General Counsel, will be chosen as Secretary. The Bureau is therefore validly constituted. The quorum. I remind you that this assembly is meeting on first notice, and the legally required quorum has been reached, 81.92%, representing 1,731 shareholders. The quorum has been reached. The quorum is 20% of the shares entitled to vote for decisions of the ordinary general meeting, Resolutions 1-17 and Resolution 29 for today, and a quorum of 25% of the shares entitled to vote for decisions of the extraordinary general meeting, i.e., Resolutions 18-28.

Consequently, the Bureau notes that the combined general meeting, having more than the required quorum, can validly deliberate on the items on the agenda, which are the responsibility of the OGM and the EGM. This session will be conducted as follows. First, we will proceed to the completion of the legal formalities. After a short introduction video, Christopher Guérin will review the highlights and the main achievement of the year 2022. Jean-Christophe Juillard will continue the presentation with comments on the 2022 financial results and the turnover for the first quarter of 2023. This will be followed by thematic presentations on fire safety by Jérôme Fournier, the Corporate Vice President, Innovation, Service, and Growth. The E3 tool, a unique operational model specific to Nexans.

Christopher Guérin and Maria Lorente, the Corporate Vice President, HR, will comment on that, and she's also in charge of CSR. The climate strategy and initiatives taken by Nexans. It's an additional item on our agenda without a vote of the shareholders. It will be presented by Marc Grynberg, the Climate Director. We will offer you an update on governance, candidates for the Board of Directors and remuneration with Anne Lebel, Independent Lead Director, Chair of the Nomination and Corporate Governance Committee and the Remuneration Committee. Afterwards, we will hear the reports of the statutory auditors, who will then take questions from the floor and from the shareholders who are watching this session live on the Internet, thanks to the chat system set up on the broadcast site. You will vote on the proposed Resolutions.

It is noted that the company has not received any request for the inclusion of additional Resolutions or items on the agenda. We have not received any written questions from shareholders either. I'll give the floor to the Secretary of the general meeting for formalities.

Nino Cusimano
General Counsel and Secretary General, Nexans

Thank you, Mr. Chairman. I confirm that all documents required for this general meeting have been made available to the shareholders in accordance with the law. In particular, you will find the various report of the Board of Directors in the Universal Re-Registration Document 2022 and on the company's website. I now hand over to the Managing Director, Christopher Guérin.

Christopher Guérin
CEO, Nexans

Thank you, Jean. Ladies and gentlemen, dear shareholders, good afternoon. We welcome you with great pleasure this year for this General Meeting 2023 here remotely and physically. We have a lot of people connected remotely. We are very proud of our initiatives here. We want to work for the common good, especially to give access to electricity to the population deprived of that. That's what we are doing through the Nexans Foundation. We've been doing that for over 10 years. We'll show you a video clip summarizing the actions of the last decade.

Speaker 14

This is 145 projects over the five continents, enabling 2.2 million people getting electricity. The project was to really support local communities bringing electricity to them. We have to consider the Fondation Nexans as a lab, and we need to be selective in terms of projects in order really to select the one that will be disruptive with the most impact, social and environmental impact.

On a démarré le partenariat entre ACCESMAD et la Fondation Nexans en 2016. On a pensé en fait que pour pouvoir développer un pays, il fallait des techniciens, des ingénieurs et des chercheurs. Notre but a été d'aller dans les lycées et de donner les moyens aux professeurs et aux élèves de suivre correctement une formation scientifique et de les inciter à prendre cette formation. Sur les projets qu'on a montés avec la Fondation Nexans, notre premier défi était un défi technique. Monter des installations photovoltaïques est quelque chose qu'il fallait qu'on s'approprie.

In Lebanon, Nexans Foundation is collaborating with the IECD. The initiatives that were launched were much needed in a country that was collapsing. We all know that education and integration of youth is the pillar of rebuilding a country. The Solar Academy was one of the several projects that were launched in Lebanon. We felt the need to work on an educational program that is directly targeting the electrical technicians. Thanks to this training, we were able to train hundreds of students in order to make sure that the solar panel installations in Lebanon are aligned with all the global security standards.

Le projet qui me tient à cœur, c'est le projet énergie solaire pour une meilleure santé en Côte d'Ivoire. C'est 12 centres de santé électrifiés dans five régions de la Côte d'Ivoire. Plus de 60,000 bénéficiaires à hauteur de à peu près 5,000 bénéficiaires par village. Certaines femmes préféraient accoucher à la maison à l'aide de matrones sans personnel de santé, avec une grande hausse de taux de mortalité en couches et le taux de mortalité néonatale, ce qui a drastiquement baissé grâce à l'électrification des centres de santé. Les femmes viennent plus régulièrement dans les centres de santé.

During the last five years in Chile, the numbers of slums have duplicated, which evidence the urgency that the private sector also join in helping these families by providing better life conditions. In the past three years, we have developed the project called Luz Segura al Barrio, which means safety light to the neighborhood with the objective to improve the quality of life by reducing the perception of insecurity and also the fires caused by the electrical connections not done properly. The impact of this project is in almost 60 communities, installing nearly 300 solar public lighting posts, which benefits nearly 7,000 people.

For me, Fondation Nexans is a wonderful tool to support local communities and to involve Nexans employees.

Ils ont été à nos côtés, à notre écoute pour pouvoir adapter la situation et toujours rester dans la vision de la Fondation, avec beaucoup de flexibilité et très à l'écoute de nos préoccupations.

Quand on prend ça à Madagascar, on a l'impression en fait que ça recule de 2 pas quand ça avance d'1 pas. Pourtant, on sent qu'il y a énormément d'élèves qui ont été passionnés par ce qu'on leur a apporté.

The impact of the Fondation Nexans was seen and felt among all our community. Seeing the youth succeeding in finding new jobs or even being hired at Nexans is among the main success that we can share.

I would like to recognize the engagement of Madeco by Nexans employees due to their active participation in the installation of the solar public lighting posts as volunteers. For us, the collaboration and alliances between public and private companies is the key to keep bringing better life conditions to the communities.

I would like really to thank all the NGO working with Nexans Foundation, IECD, ACCESMAD, Shekina, SOS Village of Children, Women of Africa, GERES, Fondem, TECHO. Thanks a lot for your engagement with the foundation. This year, we validated an increase of budget by 30%. Of course, it means more impact, more Nexans employee involved, more projects, more impactful. We have to continue this journey.

Dans le partenariat avec la Fondation Nexans, moi, j'ai deux mots-clés qui ressortent. Le premier, c'est la confiance et la deuxième, c'est la durée. Ils nous ont fait confiance dans la durée. Étant donné les échanges qu'on a pu avoir avec la Fondation, j'ai beaucoup d'espoir en fait que ça continue pendant de nombreuses années.

Au personnel de Nexans, merci pour cette belle collaboration. Merci d'être aussi à l'écoute de nos préoccupations. Aux populations, aux bénéficiaires de nos projets, je dirais que nous nous battons pour apporter du développement. Nous nous battons pour leur offrir le meilleur. Nous nous battons pour apporter un plus à l'humanité.

I see a very promising future for the Fondation Nexans.

There is no limit to the projects that we can launch, and all together, we can move mountains.

On s'aperçoit qu'en agissant, on avance.

Nous n'avons pas la prétention de changer le monde, mais nous pensons que nous pouvons apporter notre pierre au changement du monde.

Christopher Guérin
CEO, Nexans

Voilà, je pense qu'on peut les applaudir.

We can give them a round of applause. A small contribution, but allowing us to provide electricity to over 2.2 million inhabitants in the world. We are going to increase the budget up to EUR 400 million each year. We renewed our commitment to the NGOs mentioned in the video. They were all gathered at La Défense physically and remotely to show our commitment to them for the next few years. This is it for the foundation. I'm going to come back to the highlights of 2022. I do not know whether you remember, but in 2021 we said that we were starting a hyper cycle of the electrification of the world. Why a hyper cycle? Between 50, 1970, a huge turnaround took place.

Jean Mouton
President, Nexans

We need to replace the fossil side energies, we need to resort to renewable energies. A lot of investments in a lot of countries are taking place. A huge need to renew the grids, the electrical grids, contrary to the telco networks, they've not been renewed. They are over 50 years old in Europe, over 40 in America. A huge need to renew the grids and electrification of usage on a daily basis will speed up the decarbonation of the world. You see that through electric cars, electric heating, it's a step forward towards the decarbonation of the world. Yes, we are only in the first years of the electrification. In 2021, we were among the rare companies to talk about it.

Christopher Guérin
CEO, Nexans

In the last two years, many events and many announcements confirm that we're heading towards this line. This confirms our strategy. Our strategy is to be a pure player of electrification. This is true for 20 years. We'll need 20 years to renew, to work at the renewal of the grids and 20 years to move from the fossil energy to renewable energy, and 20 years before 100% of the car fleet is electrical and that we keep on developing trains. The 2022 will see the full release of the potential of the new Nexans. That's what we said in 2022. We have not lied to you. The highlight in 2022, that's what you see on the slide. I've been here for 25 years at Nexans.

I started at Alcatel, we never reached this performance in terms of financial results. Congratulations to the teams. Of course, this is, we have the right strategy, the right momentum, but we need to get results. We have a record EBITDA and free cash flow and return on capital employed. We are also looking for growth mainly in terms of value and not so much in terms of volume. Why? Because we have our commitments in terms of environment, and Marc Grynberg will unveil them. It's important to not look for volume for the sake of volume and consume a lot of raw materials. That's the challenge of our transformation platform. We want to have the right economic performance and right environmental performance. Liquidity is reinforced. Jean-Christophe will come back to it.

With a robust balance sheet, therefore, we can increase the dividend up to EUR 2.10 per share. Given our strategic roadmap, we have just completed the acquisition of a firm in Finland, and we are disposing the telco activities. The telco activities are nice activities like the industrial activities, since we want to refocus on the electrification of the world, we need to reallocate all our R&D and financial resources and managerial resources on the purely electrification activities. An order book, which is a record one. I do not know whether you saw the last information, the latest information. In December, we announced the signing of the Celtic contract, linking France to Ireland with sub-sea cable of over 700 km.

I was in Berlin two days ago to sign EUR 1.7 billion contract for wind farms in Germany and in the Netherlands, the largest contract in our history. Marc will talk about the acceleration of the decarbonation, and we had -38%, a very nice photovoltaic facility in Morocco. Each year, we organize our climate days with experts and analysts for the sustainable world in New York. Last year, almost 900 people were present and connected. Huge success for Nexans for this climate day in New York. We are doing it this year with Rabat, with the Moroccan government and all our employees from Morocco. It will be in September. I'm not going to come back to the foundation. It was already mentioned in the video clip.

We are still climbing the mountain in terms of financial performance. EBITDA was at EUR 325 million in 2018, with two profit warnings. I know you were unhappy about that in 2018. There was a new team in July 2018, set up in 2019. Of course, COVID came around in 2020. In spite of everything, we're still improving EUR 600 million. You can see the number for EBITDA versus sales. There's a curve that you've never seen over the past 10 years at Nexans.

Well, generation of free cash, we generated EUR 1.2 billion, nearly EUR 1.2 billion free cash flow while still investing new ship with the new ship Aurora to lay cables at sea, and our plant which is running at full capacity for offshore wind farms in the U.S. EUR 1.2 billion in cumulative free cash flow. Our transformation is structural, and it is not based only on a specific situation. You see that ROCE for electrification, which has always been around 9% for a number of years. Well, we jumped from 9% to 29%, there are strategic investments. All this, if you exclude the strategic investments, well above 32%. The group jumped from 9% to 20%.

In terms of financial performance, we need to pay tribute to the teams because thanks to them, we've been able to reach very high levels for these three criteria. As I suggested, well, just a few weeks ago, we signed the acquisition of a beautiful company near Helsinki. 270 people, three plants, EUR 172 million in sales in 2022. It's not a mega acquisition, but what we are looking at areas that we considered premium areas, and where we know that there will be plenty of investments when it comes to sustainable electrification. A great acquisition with Reka here, and we are still disposing of telecom. A fine business indeed, but telecom needs a new partner to grow. Investments must be doubled for 5G, and we prefer to focus our capital on electrification.

The disposal is in progress. Before I hand over to Jean-Christophe, this is a photograph that was taken three months ago. One month ago, it was different from this. This is the extension of our plant in Norway, a new production tower. It's vertical production for submarine cables. The delivery of this plant extension in Norway should take place by the end of the year, December, early 2024, in line with the schedule. We will begin the production of two key projects, Celtic, which I mentioned, and BorWin6, one of the longest offshore wind connections by TenneT. The new contract will begin in 2026, it's all part of that. I'll come back later to speak about Nexans' performance model, I'd like to hand over to Jean-Christophe Juillard, Deputy CEO and CFO. Good afternoon, dear shareholders.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

I'm going to tell you about the 2022 financial results, which Chris broached upon. The financial performance of broke a record ever since the IPO in 2001 across the board of indicators, for which we give guidance to the financial community. Let me begin with the statement of income. You can see sales with a strong growth, 6.3% organic growth in 2022. All the businesses grew organically. High voltage, low voltage cables for buildings, which also grew very handsomely in 2022. EBITDA reached EUR 599 million, 30% growth from 2021. I'll come back to this in greater detail in a moment. Margin jumped 1.3 points, driven by all the businesses. Operating margin was 6.2%, another record for the group. Reorganization costs are still dropping.

In 2019, we wrote off a reorganization expense of over EUR 200 million, as you may recall. This enabled us to speed up the transformation of the group in the first few years of the transformation plan. For some years, this expense is normalizing. It has been normalizing, year after year, it has been dropping. Last year, it amounted to EUR 39 million versus EUR 58 million in the previous year. Other operating items, down, as you can see, due to one-off specific items. The main item is the change in the price of raw materials, notably copper. As you may know, we are impacted by the swings in metal prices, EUR 100 million or so, an increase in the average price of copper.

I mean, in 2022, the price of copper dropped. The expense was EUR 30 million. That explains the bulk of the variation. Operating income amounted to nearly EUR 400, EUR 395 million, to be precise. Net financial expense, interest also significantly down. That item included impairment of cash in Lebanon. That had an impact in 2021 that cannot be found in 2022. In 2022, it's more normal, so to speak. Income before tax, EUR 339 million. Income tax, this of course increases with the result. With a record net income of EUR 248 million versus EUR 164 million in the previous fiscal period. Let's take a quick look at EBITDA +30%. As I said, +39%, excuse me.

You see the various businesses all across the board. There's been an uplift in EBITDA, so all the businesses contributed to that. A word about usage. In 2022, there was a twofold good impact, strong volume demand, and the price environment was also auspicious, notably in North America, when this, of course, drove further the financial performance. Margin rate, EBITDA over sales, near 9% at the end of 2022. Looking at electrification. As you know, electrification is at the core of our strategy to be a pure electrification player. In 2021, we committed to major performance levers in terms of profitability growth in electrification. Every year, every half year rather, we report on the progress made in electrification. EBITDA jumped 39% in electrification, EUR 327 million to EUR 454 million.

Two major levers in our strategy there. Amplify, that is our ability to generate more sales with the existing products through diversification and value creation or by increasing capacity. Typically, our new plant in Charleston, South Carolina, this is describable for EUR 20 million in this contribution. There's Shift. Shift is the increased value through transformation services, packaging. There we've jacked up prices consistently throughout 2022, and we generated EUR 28 million in additional EBITDA. There's the acquisition of Centelsa. That's a change in scope. From H2 2022 contributed to financial performance and the very favorable impact, which is due to the situation because above and beyond the profitability norm, high levels and the strong prices, notably in North America, we've been able to generate EUR 61 million. That's what we call conjunctural and one-off.

12% margin in electrification. Moving on to another very important indicator where things were good in 2022, cash generation. From 0.2 in 2021 to 0.4, so it's stable. We look, of course, at the acquisition of Centelsa in America. You can see there's EUR 255 million under M&A here. Part of our strategic plan, but you do see that operating cash flow was very high, EUR 450 million. We further improved working capital requirement. At the end of 2022, it reached a record in terms of the ratio, an industry record, 2.9% of sales. As you may recall, a few years ago, we were above 10% working capital requirement over sales.

A lot of efforts were conducted with the SHIFT program to rationalize our stocks, notably, and to be more selective in our clients and products. Investment expenses, very high there, that does include the extension of our plant in Norway to meet ever-rising demand for submarine cables. We invested nearly EUR 280 million to double the capacity of the plant. This is in 2022 and 2023. It straddles both fiscal years, and it accounts for the high level of investment expenses. A normalized free cash flow generation, they're EUR 393 million, normalized free cash flow. At a glance, let's take a look at the balance sheet. Balance sheet, very robust, as you can see here. While I spoke about working capital, it's improving. Non-current assets, there's CapEx, Centelsa acquisition.

I spoke about all the various items here. I think it speaks for itself. Provisions are slightly down because we're still burning provisions from the previous years, and there are no new significant provisions on the balance sheet. Total financing, EUR 2.4 billion. It's very robust indeed. If you take a look at the top two ratios in our covenants, well, a slight increase in the ratios. This is due to the Centelsa acquisition, but it remains well below the covenant requirements in our bond and revolving debt instruments. Looking at liquidity now. As at the 31st of December 2022, record cash flow, a little over EUR 1.1 billion in cash flow. I spoke about the net debt, slightly up due to the Centelsa acquisition. Total liquidity, EUR 1.9 billion.

Add this to the EUR 1.1 billion in the cash we have on the balance sheet, EUR 800 million in the revolving credit facility, where we have not used up everything and that we've refinanced. We refinanced at the end of fiscal 2022. You see the maturity of our gross debt, EUR 1.3 billion, mentioned here on the right. The bond debt due in 2023 was refinanced with another bond issue last month, maturity five years, and the 2023 bond issue was reimbursed. Okay. Much for the accounts with a bunch of indicators. I did not tell you that Standard & Poor's, well, kept their rating BB+, but the outlook is better. Now, it's positive. It used to be neutral.

BB+ in 2021, with a positive outlook now in 2022, which augurs well, which bodes well to move ahead in the coming months. A quick word about our parent company accounts. Not much worth writing saying there. The statement of income and the balance sheet of Nexans. There is an increase in dividend with the subsidiaries and net profit EUR 73 million, up from 2021 increase in financial debt. As you can see here, this is because we drew some money from the European Investment Bank loan. We had a specific European loan to mainly finance renewable CapEx, and we drew some money there to finance the plant extension in Norway. I'm going to comment on sales and the Q1 23 trend that we presented with Yves Guérin to the financial community a few weeks ago.

We reported organic growth of 2.2% in Q1 2023 from Q1 2022. If you exclude other activities, that's mainly metallurgical works. The strategic objective of Nexans is to reduce that business because margin is low. We wanna keep it in the portfolio of our businesses, but we want to serve only the needs we have at Nexans. If you exclude that group, the organic growth is 6.5%. EUR 1.7 billion constant copper price. If you take a look at the chart here, you can see that in this organic growth, there is sharp growth in non-electrification businesses. Two of major items here in Q1. The exceptional performance of our automotive harness business, in spite of the war on Ukraine, sales have been rising, and mining in the U.S. with AmerCable.

That accounts for a big chunk of the organic growth recorded in Q1, excluding electrification. When it comes to electrification, however, the stagnation of organic growth is due to our will to move away from oil and gas, which is non-strategic for the group. In Q1 2023, that explains this drop in organic growth in high voltage. Okay. I'll close with the 2023 guidance, which we shared with the financial community when we presented the 2022 results in February. EBITDA between EUR 570 and EUR 630 million for fiscal 2023. It's a bit broader bracket there due to the environmental, the economic uncertainty out there. Today, we're starting to have somewhat better visibility. We will probably restate our guidance in our half year results presentation.

The second indicator that we're guiding the financial community to is normalized free cash flow between EUR 150 million and EUR 250 million. It may seem another broad bracket difference, also. Highly dependent on the deposits we got for our high voltage contracts. Chris spoke about a major deposit that we got at the end of 2022, an interim payment, and we're also expecting interim payments in 2023, notably for TenneT, the contract we've just finalized.

Christopher Guérin
CEO, Nexans

Okay? So much for the results and the overview for 2023. Thank you, Jean-Christophe. Before I hand over to Jeanine Fortier who's in charge of innovation, I'd like to say that the world has been electrifying, so the risk of fire has been growing. In the world, there's a fire that starts up every other minute in buildings. 80% of these fires are due to faulty electrical architecture. 50% of buildings in Europe and in the U.S. were built before the 1970s. Electric consumption is constantly rising, risks are rising. There are solutions, as you will see in this video.

Speaker 14

Starts with cables. Today, one fire breaks out every two minutes in Europe. At the same time, the demand for energy is constantly increasing. The expected rise in electricity consumption is more than 20% by 2030, and with it, an increased risk of electrical fires. Cables present in large quantities in the structure of building installations can be a decisive asset for the safety of property and people.

The reliability of electrical network is a top priority of our innovation roadmap and is mandatory for the energy transition. What does it mean for building markets? To deploy innovative solution as a protection against electrical fire and to replace PVC commodity cables.

Technologies to prevent fire risks exist and can increase the reliability and protection of buildings, prevent the start of a fire, reduce toxic smoke, slow down the spread of flames.

Nexans has a long experience, a deep technology expertise, a huge capacity of innovation in the field of electrical fire protection.

These technologies are developed at the Nexans AmpaCity Innovation Center in Lyon. 100 researchers, 150 patents, 1,000 test simulations. Nexans' fire safety technological solution reduces the growth of a fire by five-10 times compared to current solutions. Visibility is improved by a factor of 10 compared to traditional PVC products. Low fire hazard cables reduce the appearance of smoke and acidic gases for safer evacuation. Fire-resistant cables maintain the integrity of electrical systems for more than two hours at temperatures of plus 1,000 degrees Celsius.

Protection against electrical fires is an absolute necessity to save lives, to save homes, to save money. It does represent billions of EUR of economic losses. The next five years, we'll see a real technological shift from the old PVC commodity cable to the halogen-free, smoke-free, non-spreading technology. This will bring a much better reliability of electrical network in buildings.

We already have the solutions and technological advantages. We are committed to making buildings, hospitals, schools safer. This is how we electrify the future.

Jérôme Fournier
Corporate VP, Nexans

Ladies and gentlemen, shareholders, as you've seen here in this video clip, the protection against electric fires is a necessity to save lives, to save habitats, to reduce economic losses. I would like to come back to some key figures. In Europe, over 1 million fires each year with consequences like 4,000 deaths and economic losses of common goods, about EUR 25 billion each year. Worldwide, it's over 4 million fires each year, 20,000 fatalities, a real disaster, and the World Bank reported EUR 330 billion of economic cost in the world each year. Since we are having this energy transition, since we are starting a wave of electrification 4.0 over the 20 years for decarbonated electricity, the analysis of these statistics is not acceptable because we have solutions. Solutions do exist.

I would like to comment on the development of a fire within a few minutes, four steps. First, you have the ignition, the spark, the cigarette for forest fire, the short circuit, the hot point for an electrical system. The second step is the smoke coming very quickly, especially when it's a PVC cable or halogen. Third step is the spread of flames along the systems or in the buildings. The fourth step is called a flashover, a total ignition. Smokes of organic matters at high temperatures start burning, and we reach a temperature of over 1,000 degrees, 1,100 degrees. There are technological solutions for each step, preventing from ignition with a small flame. Solutions enabling to reduce the quantity of smoke drastically, and this is a real difference with the current PVC cables.

Smoke arrives in the buildings within a few minutes, and it's often the origin of the problem. The solutions we offer allow us to postpone the appearance of smoke after 20 minutes so that people, the fire brigade can come, and we can rescue, we can save lives. We have solutions to slow down the spread in the ascending columns. During the flashover, there are solutions so as to feeding the safety systems in the buildings, like the risk emergency exits, doors which have to close, and so on. Cables can supply those systems with electricity for several hours at a temperature of over 1,000 degrees. Those solutions exist within Nexans. We've been working on innovations and on those solutions for over 20 years.

At the research center in Passy, we have over 100 researchers, over 1,000 simulation tests in the different conditions. We have a portfolio of over 150 patents. We are working in cooperation with the very important international bodies. We have accreditations on, and certifications on the protections against fire. As you understand, what we want to do is keep on innovating, of course. We also want first and foremost to deploy those innovations. We want to roll them out and use them. We believe that the planets will be aligned in the next few years. It is absolutely essential, given the energy transition and the wave of electrification, it is absolutely essential to limit and to take into account the risk of electrical fires. First, the building market.

This market could reach EUR 81 billion by 2030 versus EUR 55 billion in 2019. You have the acceleration of decarbonated electrification +20% of electricity consumption by 2030, confirmed by all analysis and electrification players. The acceleration of the new buildings and the revamping, refurbishing, we see new standards, new regulations in terms of safety coming and of course a lot of innovations in the high, medium and low voltage, the reliability of the electrical grids. This reliability exists as well for usage to respond to this electrical mobility with the recharging systems in the houses or in the cellars. The renewable distributed electricity photovoltaic panels on roofs, the new air conditioning systems which will be electrical. We have a usage of electrification behind all these figures.

The technological solutions to protect from fires, those could reach EUR 9 billion by 2030. That is to say 10% of the whole electrical system market. Nexans would like to play a very strong leadership in the deployment of those solutions to protect from the electrical fires. We wish to be the leaders in the replacement of PVC, we did that already in some parts of the world to move from PVC to higher technological cables to protect against fires. In using this knowhow of Nexans, the margins of those systems will be higher than the commodity systems. It's a matter of protecting buildings, it's not a matter of selling just a commodity cable per meter.

The protection systems of buildings incorporate more digitalization at the service of people and goods with sensors, with the digitization of electrical systems enabling a higher protection level. We will give the priority to the countries with the higher safety standards. We should not wait for standards. We have to anticipate on the regulation in order to better protect buildings. We'll start, of course, with the data centers, hospitals requiring higher safety level renovation in the city centers, and we will deploy the solutions of cabling systems with protection against electrical fires. I would be delighted to answer all your questions after this presentation. Now I'm going to give the floor to Christopher Guérin. He's going to talk about the new operating model of Nexans.

Christopher Guérin
CEO, Nexans

Thank you, Jérôme Fournier. To conclude on the cable resistance to fire, next week we are going to deliver, and we were on the work site two months ago, we are going to deliver 200 kilometers of cables for Notre-Dame de Paris. Of course, we deliver that freely resisting fires, because if those cables would have been present at the cathedral, especially in the roof, the fire would have not been as dramatic as it has been.

Good afternoon, Maria. Maria Lorente. You and I are going to organize a session on the operating model, performance model of Nexans. We launched it two years ago and I'm going to give the floor to Maria. It becomes more and more complex to manage a company for several reasons. First, as you saw, the world is entering into constant crisis cycle. Beforehand, there were some rest between crisis.

Now there is piling up of crisis, the climate crisis and the intensity of which keeps on increasing, the geopolitical crisis, health crisis, cyber crisis, economic, social crisis. We have a plethora of crisis. It is very difficult to make shorter term projections. That's why we worked in the long term. We also have to manage the paradoxical injunctions, volume versus value, profit versus environment, growth versus sobriety, productivity versus social impact, and infinite resources versus resource constraints. We consume 1.7x each year what the planet can offer us. In Europe, we tend to be obsessed with indicators. We put indicators on everything. We believe that that's the solution to the major problems. This is not the case. We have a plethora of indicators, sometimes without any logical approach.

We wanted, therefore, three years ago, during the COVID crisis, the world was having a rest. We were wondering on how managing differently and shedding a new light to our managers to help them on a daily basis to manage those injunctions and this constant crisis situation and the current world. We examined and reviewed a lot of training courses existing worldwide in Harvard, INSEAD, HEC, everywhere. We did not see a holistic approach with the three pillars. We saw very nice training programs on environment, on the social impact, but it was always in silo. We read a lot of books as well, but it was always according to a silo approach. We decided to develop our own performance model. It's been a ramping up process. Each business has a profitability objective. You saw the results.

Profits today are investments for tomorrow. It is out of question to put profits aside, how do we generate this profit and which impact it has on the environmental portion and which impact it has on the expertise. We created our own model. I told you last year, it is seldom to hear companies announcing giving up 13,000 customers out of 17,000. That's what we did. The sales of Nexans in the past came from 17,000 customers. Now we only have 4,000 customers we serve each year. We got rid of 13,000 customers for profitability reasons. More and more, we force our factories to work in a very local scope to deliver their products within less than 800 kilometers for economic reasons, also for carbon footprint reasons.

As you see in the introduction, we work on the ROCE, and we also work on the return on the carbon employed and not only the capital employed. We want to make sure that we have this indicator, the return on the carbon employed. Through the presentation of Marc Grynberg, you'll see the parallel we make between the economics and environment. Maria Lorente will talk about the engagement.

Maria Lorente Fraguas
Chief Human Resources Officer, Nexans

Thank you, Chris. Good afternoon to you all. I'm going to talk about the engagement. I've been thinking quite a lot over what is the engagement for Nexans, and I said to myself that rather than trying to explain it, I was going to illustrate that with a few pictures. Engagement starts with the individual. We have to recognize and value our employees.

You see here in this example, in our Belgian site, our employee, Jacques, is being applauded by the whole site for an exceptional contribution. He was just awarded the Remarkable People Prize. It means also to welcome and onboard the new employees within the Nexans family, as we did that for Centelsa, the celebration integration, and we started that with our Reka teams in Finland. Involves our customers, our partners, our suppliers. On this picture, you see our customers, Huawei, who visited us in Fumay in France, and you see our employees in the field to make sure that we're close to the customer needs. This example, that's very important to me because it reflects our contribution to giving access to sustainable energy.

It's a team of volunteers from Nexans working with the NGO Litro in Brazil within the framework of the foundation. I wanted to show you an example of our family day. During those days, we invite all our employees, but also their families, their relatives. During those days, everything revolves around safety. We reassert our beliefs, safety, and the well-being of our employees are our priorities. That's an obligation, a duty to us all. In this example, you see this is the inauguration of our photovoltaic power facility in Mohammedia in Morocco, because engagement also means to contribute to the carbon neutrality in showing an example, in setting. We did that in Morocco, we did it as well in Turkey and in Lebanon. I wanted to finish with this picture. It was shot a few days ago in Lebanon.

As you know, Lebanon to us is a relay of engagement. They understood that engagement could create very strong links among teams to overcome all possible challenges. That's what they do every day. This photograph was taken after a team-building exercise. The 350 employees of the factory worked all together to build a bridge of 20 meters within less than two hours. All those examples remind us of something. Engagement more than ever is key for the success of a company. Our engagement rate keeps increasing each year. In 2022, it was 77%, which is very good. I'm convinced that we can do even better, and we can do better. We are going to do better in resorting to the 5 pillars you see on the screen, the basic needs of the employees.

This way, the employees will feel well at work. When we share a clear vision, a source of inspiration for the future, and when we work for the well-being and the professional development of our employees, when we create a trustworthy environment, then the employee will give the best of himself or herself. They will be more engaged, more creative, and more innovative. Our model, E3, is already showing results. 85% of the sites with a higher level of engagement have the best economic performance as well.

Our objective is to develop this model where economy, environment, and engagement converge for the common good. All this around a culture whereby employees embark upon the adventure with us, not only because that's their jobs, but because it is meaningful for them. This is this culture, a source of inspiration and source of success for Nexans. Thank you.

Marc Grynberg
Climate Director, Nexans

Thank you, Maria Lorente. Thank you to you all for this interesting presentation. I would like to invite Marc Grynberg, the Director in charge of climate, to come to the rostrum, to the stage, and to talk about the climate strategy of Nexans and the actions taken in this field. Ladies and gentlemen, shareholders, it's a pleasure for me to make a presentation on our ambitions and roadmap in terms of climate. The role of a Climate Director was created about a year ago and mainly consists of helping the management prepare the works of the board and the committees of the board in the field of climate.

In the last year, we focused as a Climate Director on the roadmap to reduce the greenhouse gas. We also examined the effect of the current standards, like the EU taxonomy or the future standards, like the new Corporate Sustainability Reporting Directive for 2024. In 2023, at the beginning of the year, we finalized and fine-tuned our ambitions and our roadmap in the field of climate. I will give you the explanations in a few minutes. Later, during the year, we'll focus on biodiversity, the practical impact of the implementation of this new European Reporting Directive. Later during the year, we will concentrate on our strategy in terms of recycling.

This strategy aims at increasing the recycled content of our products to reduce the carbon content and securing the raw material procurement. Before looking at our ambitions and the roadmap, I wanted to recall that at Nexans, when we talk of an ambition strategy or a climate challenge and stakes, it's not just a matter of talking about the way we reduce the environmental impact of our industrial activities, we all wanted to see how we can contribute to the energy transition, a crucial challenge mentioned by Chris some minutes ago. It is important to outline that Nexans plays a major role in this energy transition.

It's a key player since we provide innovative technological solutions to link the wind farms offshore, to connect them to electrical grid, to connect the grids of different regions together, or to distribute this renewable electricity to the consumers. Social impact which we keep on increase and which is very significant, and we want to reduce, of course, the greenhouse gas effect. This contribution is quite significant. The emissions that are generated by our activities amount to 240,000 tons of CO2. It is just a small fraction of what we could do in terms of energy transition as well. Let's talk about those ambitions to reduce our emissions.

In order to do so, let's say that if we talk of green gas, greenhouse gas, there are three categories of emissions. There's Scope 1 emissions. That is the greenhouse gas generated by our industrial operations, by the equipment we use in our factories. The Scope 2 emissions regarding the carbon content of the electricity we buy. The emissions of Scope 3 are emissions or carbon content associated to our activities, but upstream of our activities, when the carbon content in the raw materials we buy or emissions generated by the freight of those raw materials to our production units. The Scope 3 emissions downstream of our activities regard the emissions linked to the use of our products and like the freight and so on.

On the right-hand side, you see our targets of Scope 1 and 2 and Scope 3. Two different colors. Scope 1 and 2, that's the blue line, and Scope 3, that's the black line. The reduction of the Scope 1 and 2 emissions depends on our actions and investments, for instance, we make in our factories to improve the energy efficiency of our equipment or the purchase of decarbonated electricity, representing 40% of the electricity we buy already. On the other hand, the Scope 3 emissions, as far as the reduction of those emissions, we depend on the decarbonation trajectories of the various countries where our products are sold. We depend on the choices made by others.

Let me move on to Scope 1 and 2 emissions generated in our plants or connected with the electricity we buy. Well, we are committed to reducing this to 46% from the benchmark year, which is 2019. On the left here, you can see a graph that extrapolates the trajectory from 2019 to 2030, whereas the dotted blue line shows our best estimate of the trajectory as we stand today. At the end of 2022, very good news. We had already reduced our Scope 1 and 2 emissions by 28%.

We did this essentially by reducing the complexity of our activities, the reduction of the number of clients, the reduction of the area of action of our plants, the improved efficiency, energy efficiency of our equipment, and the procurement of low carbon, no carbon electricity for 40% of our requirements. We estimate that by 2026, we will go from -28 to -37%, owing to other energy efficiency improvement measures in our facilities and owing to the more widespread purchases of renewable electricity, or by setting up facilities. That's what we've done in Mohammedia. We should achieve -46% by 2030.

Visually, it appears that when we spoke about intensification a moment ago, visually, if you take a look at the dotted blue line, well, you may not think that there's considerable intensification between 2022 and 2030, from -28 in 2022 to achieve -46. Intensification comes from the fact that on the line from 2022 to 2030, we've integrated the effect of growth. In addition to what I mentioned, we'll have to remove the emissions generated by the growth we're expecting, which should be sharp in the coming years. If you take the growth into consideration, well, it is. The compensation of that growth, it's fair to speak about intensification of our efforts by 2030. Let's move on to Scope 3 emissions, which have to do with our upstream and downstream operations.

I think I have to point out here that virtually all of these emissions, 94% to be precise, are the result of the use of our cables, and they are dependent upon the nature of the electricity content of the cables where we sell them. A small part of the emissions have to do with the carbon content of raw materials. In that regard, we try to increase or to buy more low carbon materials, or we try to increase recycling, or we try to reduce the carbon footprint of our raw materials. Again, in Scope 3, the factor that makes all the difference is the decarbonization trajectory of the different countries where we sell and install our products.

Since we do depend on this exogenous factor, decarbonization trajectory of the various countries, that is why I would rather give you a bracket for the reduction objectives by 2030, rather than set a hard and fast number for you, because of the uncertainty there is. As far, well, as far as the velocity of the execution of the decarbonization plan, plans in countries, are. We estimate that we should achieve 30%-43% Scope 3 emission reductions. That's our products and activities. Between 30 and 43, it all depends on the speed at which the countries where we sell our products manage to decarbonize their electricity. There are plenty of projects. This is a very bustling area, decarbonization. There's a.

Recently, announcements were made regarding the North Sea, projects in Europe to significantly step up the production of renewable electricity for a number of European countries. The uncertainty lies in the speed of execution of these projects, and that will determine where we end up in 2030, between -30% and -43%. There. Let me hand it back to the Chairman. Thank you. Thank you. Thank you, Marc. I give the floor to Anne Lebel, who is our Independent Lead Director and who heads up the Nominations, Governance, and Compensation Committees. She's going to tell us about corporate governance, and she's going to speak about the applicants to sit on the board and the Resolutions, drawn up by the committees. Anne, over to you.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

Ladies and gentlemen, dear shareholders, as Jean has just said, I'm going to tell you about the Resolutions that have to do with corporate governance. These are the Resolutions that you will have to vote upon today and which reflect the work done by the board's committees. To start off, first, a word about our corporate governance. As you can see on this slide here, the governance of your company fully complies with the Afep-MEDEF code. Independence rate 54.5%. One independent chairman, and we have a Lead Independent Director. There's separation of duties between the chairman and CEO. This has been the case in 2014, and all strategic decisions, projects, and investments of over EUR 50 million are subject to the board's approval. Also, stakeholder representation is balanced.

Anne Lebel
Lead Independent Director, Nexans

There are four Directors, representing the main shareholders, one representing the employees, and two directors who represent the employees. The regulations were set up in February 2023 in compliance with AFEP-MEDEF code in order to formalize the integration of the climate strategy among the missions of the board. A word about what I do as Lead Independent Director. I am the go-to person for Independent Directors. In that regard, I conduct meetings of Independent Ddirectors. There was 1 in 2022. I also hold executive sessions with the board. We held two in 2022. I can review the agendas of the board meetings with the chairman, and I can suggest additions, and I can also ask the chairman to invite the members to attend an exceptional board meeting, and I can also invite the directors or head meetings in his absence.

Let's take a look at the makeup of the board. It is balanced, diversified on the board. We seek to enhance diversity and to have complementary skills. When I speak about diversity, it's gender, nationality, age, background, experience, you name it. The role of the Climate Director was introduced at the beginning of 2022. The missions and activities were described to you a moment ago by Marc Grynberg. In 2022, the main changes in the makeup of the board were the following. Kathleen Wantz-O'Rourke resigned, replaced by Laura Bernardelli last year, and who now chairs the Audit, Accounts, and Risk Committee. Finally, as Jean suggested earlier, there was a change in the permanent representative of BPI Participation. Karine Lenglart, whom I'm going to introduce in a moment, was appointed in December 2022.

The committees looked at her application and made a recommendation to appoint her to the board. This has to be approved by the shareholders at the AGM today. There are four very active committees. In last February, there were a few changes in the makeup of these committees. On the one hand, Hubert Porte and Bpifrance left the audit. committee Marc Grynberg joined the Audit, Accounts, and Risk Committee, and Hubert Porte joined the Strategy and Sustainable Development Committee. The purpose of these changes was to increase the rate of independence of the Audit, Accounts, and Risk Committee so that it'd be fully compliant with the FFNF code. It is now represented by 75% of independent directors.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

Also to strengthen the expertise of the committee members when it comes to the climate and the environment, in particular, to prepare for the enforcement of the Corporate Sustainable Development Directive. As I mentioned, in order to comply with the FFNF recommendations as far as independents go and to enhance the experience of the Climate and Environment Committee. Let me move on to the directorships that we are submitting to your approval. There are four renewals. We suggest the renewal of the directorship of Jean Mouton. If he is elected, Jean will be renewed as Chairman of the Board. We are also submitting to your vote the renewal of the directorship of Bpifrance Participations for a duration of four years. Bpifrance Participations, as I said. Introduce herself.

Karine Lenglart
Senior Investment Director, Bpifrance

Comme directrice d'investissement senior au sein de la direction Capital Développement Large Cap. Le groupe Bpifrance finance et accompagne les entreprises françaises à chaque étape de leur développement en crédit, en garantie, en aide à l'innovation et en capital. En son sein, la mission de la direction Capital Développement est d'intervenir en fonds propres, quasi fonds propres et dettes privées auprès de PME, ETI et grandes entreprises profitables. Nous sommes environ 160 investisseurs, dont une 50 dans l'équipe dite large cap, qui se caractérise notamment par une double expertise côté et non coté. Nous gérons à ce jour un portefeuille de plus de 660 sociétés représentant environ EUR 25 billion d'actifs sous gestion. Me concernant, j'ai débuté ma carrière en banque d'investissement au sein des départements conseil en fusions et acquisitions d'ABN AMRO et de la Société Générale.

J'ai ensuite rejoint le groupe Alstom en 2007, que j'avais beaucoup côtoyé en tant que conseil et dont je suis devenue vice-présidente fusions et acquisitions en 2009. À la suite de la cession de la branche énergie du groupe Alstom à General Electric en 2015, j'ai décidé de rejoindre le groupe Casino comme directrice de zone fusions et acquisitions et participations et ai été membre de son comité exécutif entre 2020 et 2022. J'ai ainsi accumulé plus de 25 années d'expérience, notamment en fusions acquisitions, dont plus de 10 ans en banque et plus de 15 ans dans de grands groupes, tous secteurs et toutes géographies confondus. Je suis ravie et très honorée de représenter Bpifrance au conseil d'administration de Nexans, dont Bpifrance est un actionnaire de référence.

Ma motivation est simple : accompagner du mieux possible la société dans l'exécution de sa stratégie de devenir un acteur mondial majeur de la transition énergétique, présent sur toute la chaîne de valeur de l'électrification, de la production à la consommation d'énergie, en passant par la transmission et la distribution. Je suis également très impressionnée par le travail fait par son Directeur Général, Christopher Guérin, et l'équipe dirigeante pour simplifier le modèle opérationnel du groupe et adopter un modèle de performance entreprise qui me semble exemplaire autour de l'économie, l'environnement et l'engagement. Je souhaite apporter au conseil plusieurs choses. D'abord, mon expérience. J'ai consacré la majeure partie de ma carrière à accompagner la croissance organique et/ou externe et plus généralement la stratégie des entreprises pour lesquelles j'ai travaillé. J'ai aimé en particulier travailler aux enjeux de transition énergétique.

J'ai notamment participé à un certain nombre de transactions dans les secteurs de la mobilité, des énergies renouvelables et de la transmission d'électricité au moment et suite à l'acquisition en 2010 par Alstom et Schneider Electric d'Areva T&D. Le groupe Alstom, pour lequel j'ai travaillé pendant environ 10 ans, présente également à mon sens certaines similitudes avec Nexans, notamment en matière de gestion de projet en France et à l'international. Ensuite, j'ai à cœur de permettre à Nexans de bénéficier de l'écosystème Bpifrance. En particulier, Bpifrance est un acteur important pour les grands enjeux de transition énergétique et en matière d'innovation, puisque nous finançons un très grand nombre d'entreprises des énergies renouvelables et innovantes.

Je consacrerai le temps nécessaire à l'instruction des dossiers pour contribuer à la réussite de Nexans avec les autres membres du conseil d'administration, l'équipe dirigeante et bien sûr, les 28,000 salariés du groupe, dans l'intérêt de toutes les parties prenantes. Merci Karine pour cette belle présentation.

Anne Lebel
Lead Independent Director, Nexans

Thank you Karine for this introduction. Now, the renewal of the directorship of Oscar Hasbún Martínez, submitted by Nexans Limited for another term of four years. Finally, we are submitted to your vote, the renewal of the directorship of Hubert Porte for a duration of four years. Up until now, Hubert was an independent director and from the 11th of November 2023, Hubert Porte will have been a director for over 12 years.

In compliance with the recommendations of the AMF, the Board therefore proposes the renewal of his directorship as a non-independent director this time. Now, let me move on to the Resolutions pertaining to compensation. Let me begin with the compensation for 2022. I will begin with the Resolutions pertaining to the compensation of the board members and of the Chairman of the Board. 2022 compensation of the Chairman of the Board.

This is under Resolution 9. We will address the 2022 compensation of the CEO, which we will find under Resolution 10. For 2022 compensation paid to the directors, it was EUR 651,000. You voted to approve EUR 700,000 and there were 24 committee meetings. There were 20 meetings in 2022. That explains the difference. Regarding the compensation of the chairman of the board, it was revised in 2022 after a long period where there was no change. It was EUR 250,000 since 2016. Following an external survey, it was set at EUR 320,000 in 2022 with your approval.

The amount accounts for the total compensation of Jean Mouton as an independent chairman. He does not get any other fixed or variable compensation and no other benefit, whatever that may be. Now let me move on to the 2022 compensation of our CEO, Christopher Guérin. It was, this will be under Resolution 10. Regarding the fixed compensation, I would like to remind you that the compensation policy for the CEO is set for a term of three years. In that regard, fixed compensation in 2022 remained unchanged. It was modified in 2021. Regarding the variable compensation, the compensation policy for the CEO includes a variable portion which accounts for a maximum of 150% of the basic salary. It involves quantitative and qualitative objectives, 60% of collective and qualitative objectives, 40% of individual objectives.

For 2022, the variable compensation of our CEO amounts to EUR 1,080,900, 96.1% of his maximum, which reflects the performance of the company. The collective portion and quantitative portion is based on three criteria, EBITDA, ROCE, and the normalized management of cash. This collective portion was achieved to the maximum. The individual portion was based on four main objectives, representing 25% of the individual portion, had to do with the deployment of the strategy, operating efficiency, culture and engagement, and the deployment of the ESG strategy. This individual portion was 90.2% achieved. The CEO is also given long-term compensation made up of performance shares. The maximum is 130% of the fixed compensation.

In that regard, 14,000 Nexans shares were granted to the CEO, and the value is EUR 854,562. These are performance shares. The acquisition is over a period of four years based on three criteria. One is economic. It accounts for 40%. It has to do with cash, generalized cash generation, financial external criterion, another 40%. This has to do with the performance of the share price compared with a panel of comparable companies and an ESG criterion, 20%, which is based on the achievement of the objectives set in the co-company's scorecard. The CEO gets other compensation components presented here, and there are, for example, the non-compete clause or the pension, among others. Move on to the compensation policy for the directors for 2023.

The policy is submitted under Resolutions 12 and 13 regarding the directors first. The compensation policy for directors follows the principles of the 2022 policy. Variable portion prevails with depends on the attendance in board and committee meetings. The 2023 policy for directors remains unchanged from 2022. Regarding the climate and the lead directors. The lead director and the climate directors do not get any compensation for their additional missions. Given the increase in their workload and if compared with the SBF 120 companies, there's a proposal to give them compensation this year for these functions. Compensation would be EUR 35,000 each, excuse me. Regarding the chairman of the board, his compensation remained unchanged in 2023. EUR 325.

EUR 320,000 fixed with no any additional compensation whatsoever. Let me move on to the CEO's compensation policy for 2023. It is submitted to your vote in Resolution 14. As I suggested earlier, the compensation of Chief Executive Officer covers a period of three years. It remains unchanged in 2023. As you can see on this slide, it is balanced between the fixed compensation, both short-term and long-term, and the fixed compensation. The fixed compensation, EUR 750,000 unchanged. Variable compensation, 100% of the base salary, and it can reach 150% of the base salary. Structure remains unchanged for 2023. 60% quantitative and collective, 40% individual objectives.

Variable compensation with performance shares, maximum 130% of the base salary, and that also remains unchanged for fiscal 2023. The following Resolutions pertain to the employee shareholding plan. These are Resolutions 25 and 26, which pertain to capital increases reserved for employees in France and abroad. As you know, employee shareholding is an important component in the company's social policy. 10 plans have been launched since 2002. 23% of the employees are currently shareholders, and they account for 4% of the company's capital. In 2022, Nexans set up a plan with at 2022 to finance environmental projects within Nexans amounting to at least EUR 10 million.

Regarding the 2024 plan, the plan aims at once again mobilizing the employees to value creation and strategic plan. It's under Resolutions 25 and 26. Authorization of 500,000 plans. Resolution 25 pertains to our 400,000 shares for the employee shareholding plans beneficiaries. Resolution 26 has to do with 100,000 2024. The last two Resolutions pertain to our long-term compensation policy. First, we are looking at performance shares for the CEO and the main managers and free shares without any performance conditions for high-potential employees or employees who have key expertise for the company. Regarding performance shares, the vesting period is four years, and the performance conditions cover a period of three years. Performance conditions, well, there are three of them.

First of all, a stock market performance condition, an economic, an internal condition, and a CSR condition. To make this in line with the plan, strategic plan of the group, there is not only an EBITDA criterion, this has been the case until now over a period of three years, and there's also a cash conversion criterion, and there is a condition cash conversion of at least 40%. I'd also like to remind you that the grant of performance shares to the CEO cannot exceed 12% of the total amount. In 2023, it was 4.5%. We are therefore submitting to the vote 300,000 votes. That's 0.7% of the share capital.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

Regarding free shares, they are to be granted to key experts in the company, and there's only a condition of attendance for a period of four years, and we are submitting a maximum of 50,000 shares, i.e., 0.1% of the share capital. Okay, I have finished with the presentation of these Resolutions pertaining to corporate governance and compensation, and I thank you for your kind attention.

Speaker 14

Merci. Merci, Anne.

Jean Mouton
President, Nexans

Thank you, Anne. We're moving on to the statutory auditors. I would like to ask the statutory auditors to give a report, and I'm going to give the floor to Mrs. Juliette de Guillaumont from Mazars, representing the college to present their reports for this annual meeting.

Juliette de Guillaumont
Senior Represeantative, Mazars

Thank you, Chairman. Ladies and gentlemen, dear shareholders, good afternoon. On behalf of the statutory auditors, PwC and Mazars, I'm going to report on for the year 2022. I'm going to summarize the main conclusions indicated in our reports. They were made available to you in the notice, and they are in the documents in the universal registration document. This year, we prepared 9 reports, 3 reports for the ordinary shareholders meeting and 6 for the extraordinary shareholders meeting. Let me start with the reports for the ordinary shareholders meeting.

The first report is on the consolidated financial statements. We certify that those consolidated financial statements are fair and regular without any reservations and observations. In this report, we present the three key points of the audit. We focus on those matters. This year, we have three of them. The recognition of the sales and especially the estimation of the long-term contracts, litigations and competition investigations in progress, and the assessment of the tangible fixed assets and intangible fixed assets. We checked the information given in the management report of the group. We checked the presence of the extra financial declaration presence. As far as the second report is concerned, you have the corporate financial statements. We certify that those statements are fair without any reservations and observations.

The two key points related to the assessment of the participation titles, the competition investigations and mitigations. We checked the exactness of the information on the remunerations, the benefits given to the trustees and the commitments to them. Our third report for the ordinary meeting, it's our special report on related party agreements. This report has as an objective to communicate the characteristics, modalities, and reasons justifying the interest of those related party agreements. New agreements are submitted to your approval, both of them with index funds. The first one for the fund, the tax refund in Brazil, and the second long-term commitment of investment on the Board of Directors. Another two agreements are also mentioned in our report.

We have no observations to make on those four related party agreements. As far as the six reports we have prepared for the extraordinary shareholders meeting, they regard the Resolutions 18 to 28, and you're going to vote on those Resolutions. It's, the capital reduction, authorization to increase the share capital, authorization for the international employee shareholding plan, and the grant of performance shares and the grant of free shares. We made those reports, you will give a delegation to your Board of Directors to proceed to those operations. To summarize, we have no observations to make on the modalities of the operations, possibly we issue an additional report during the use of this delegation by your companies.

To conclude, on behalf of the College, I would like to thank your companies, and especially the financial management for the quality of the closing and their availability. Thank you.

Jean Mouton
President, Nexans

Thank you very much, statutory auditors. We are going to move on to the Q&A session. We're going to answer the questions put in the room and the questions on the website. In the room, please wait for the mic. Only the shareholders may ask questions, and we will only answer questions regarding the agenda. Thank you for introducing yourself before asking your questions. A question, yes, in the middle.

Michelle Garlio
Shareholder, Nexans

Good afternoon. Michèle Garlio, individual shareholder. I would like to know the percentage of individual shareholders in the equity of the company. What is your policy in the future to retain those individual shareholders? Are you going to set up an advisory committee of shareholders? Thank you.

Christopher Guérin
CEO, Nexans

The percentage of individual shareholders, do we have the exact figure? No. I do not have the figure here on the top of my mind, but I can find it easily. The second part of your question, we are working on it. We would like to be much more active with our individual shareholders. Nino, I don't know whether you want to add something. We pay attention. We make sure that we can improve our relationship with the individual shareholders. Initiatives are going to be taken. We have already examined this topic with some people.

Yes, we would like to improve this relationship and work is in progress. This year, we offered our shareholders to visit Lyon, the research centers. The shareholders were contacted, those who answered positively had the opportunity to visit this research center in Lyon. That's the type of initiatives we take. 4% of individual shareholders, to answer your question. Okay. There's one question on in the chat. What about your targets to recycle copper in the cables in the five years to come? Okay, may I take this question? Since it's the first time in the electricity story that the developing and developed countries will have a huge need in copper. You have three major electricity producers, gold, copper and aluminum.

Copper represents 60% or 70% of the raw material used in cables in the world. Because of this global electrification and this acceleration because of the energy transition and the renewal of networks, there is a disruption and a possible shortage of copper. Two figures. In 1995, the consumption of copper was 9 million tons, all sectors included. 25 years later, these 9 million tons became 21 million tons. When we make a projection, the global demand, given all the projects, the European ambition, the Chinese one, the Biden plan on the energy transition, the copper consumption will move from 21 million tons to almost 35 million tons.

Of course, there are a lot of copper reserves in the world which are not which have not been tapped into yet, but it is difficult to have access to them. For the time being, it's 22 million tons. The global consumption. Unfortunately, this extraction capacity will not follow the same rhythm as the global consumption. There might be a potential shortage in 2025, 2026. In 2028, there will be a regulation, but we'll be missing 4 or 5 million tons in the world. The only way to offset this shortage and not to increase the carbon footprint of the copper extraction is recycling. We have urban mines, as we call them.

If we want to renew networks, we have to dismantle networks, so we have to remove all the cables installed at our feet in the 1950s. From the 1950s to the 1980s are full of coppers. Copper can be recycled indefinitely. That's one advantage. This time, well, the circular economy was fashionable. Now it's going to become a necessity. Nexans will announce in the few months to come huge investments in the field of recycling. We are quite specific compared to our peers and competitors because we kept our metallurgical tools. We directly receive copper from the mines in Chile, in Peru. We smelt the copper to produce this copper bar, which is the core of the cables.

We are enhancing investments to increase our recycling capacities 4% for the time being at the group level. In Canada, we can go up to 12%, and the objective is to have over 30% of recycled copper. It's better for the planet, and it's a way of compensating for this shortage of newly extracted copper. This is our commitment by 2024, 2025. We try and educate, of course, our customers. We make them understand that if there is a shortage, we'll give access to our capacity mainly to our customers who are already following a circular economy approach. A lot of contracts are being signed for the time being with customers. The objective is your waste of today will be the growth of tomorrow. Bring back your cable waste.

We know how to recycle them thanks to our joint venture with Suez, especially, notably to recycle polymers and recycle copper as well, and to reinject them in the process. Yes, it will be a central topic for the general meeting of next year, the recycling topic. Yes.

Dominique Chauvin
Shareholder, Futurist

Good afternoon, Dominique Chauvin, Futurist. The central theme of the general meeting, what you're not saying in your answer is if the recycled copper deposit is big enough to offset the shortage you are mentioning, given the growth of this hyper cycle. It is understandable because the growth will be huge. Do we need to secure a copper procurement in a different way? For instance, open up new mines or? Let me ask the same question as last year.

Is there a risk or not of such a shortage? Is the recycling possibility big enough, or is there a real risk? Do we need to find mines and extract copper? What is your commitment towards these resources? As a futurist and not only a shareholder, of course, it is important to know that. It is important to know the availability of copper to secure the energy transition.

Christopher Guérin
CEO, Nexans

Thank you very much for this question. We have a better answer than last year, you'll see, because we improved the model. We went around, we went with Jean-Christophe to visit the largest copper mines in Chile and the mines of our main shareholders. We. The reserves are significant, but many openings of mines have been postponed for environmental reasons recently.

From a technical point of view, the capacity of recycled matter is big enough. It's available. It's just a matter of industry. You have 2.5 million tons of copper in the form of waste leaving Europe each year for China because the Chinese, who have a huge ambition in terms of energy transition, they have to catch up, and they understood that there will be not enough newly extracted copper to offset the or to secure the energy transition. They are capturing a lot of waste everywhere in the world. China wanted to deploy the optical fiber worldwide on the domestic market, and they captured within less than two years 65% of the global fiber optics. When they start doing something, they absorb a lot of capacity.

If here in Paris, you have extensions of metro lines, we had discussions with the RATP to dismantle old cables in those tunnels rather than adding new ones and superimposing them to the oldest one, 30 years old. It's a matter of education. We have to explain to them that we need waste. 2.5 million tons leaving Europe. It's 250,000 tons leaving France each year in the form of waste for China. We educate, we convey messages from the BPI via BPI to the government to get organized. It's a real problem as well for the automotive industry. With the electric vehicles, they consume twice more copper than the other thermal vehicles. We want to have an ecosystems of recycling in France and in Europe.

Europe is ambitious but has not the natural resources. There might be a blockage there between the synchronization of this ambition and the implementation of our projects. Many discussions are taking place, and a lot of our customers are getting organized to go along the right line. As Chris said, we always had a strong positioning upstream. Because as you know, we are the only company having kept this vertical axis, this metal transformation, because this is a competitive edge, and we can really capitalize on it. Another question? Yes.

Vincent Castiglione, I wanted to know the correlation between the price of copper and the financial results. When the price of copper increases, therefore the results should not be as good.

I do not really understand the correlation. The results are presented are based on the constant standard price. For 80% of our financial statements, we have the core exposure, the COREX. This core is a buffer stock made up of small amounts of copper we find in some of our factories. It's a kind of working capital, if you want, and there is no hedging on these amounts. The impact is very low compared to the quantity of copper we consume for the production of our cables. We can find under the operating income, in the net income for this part, portion of non-hedged copper, an impact, but it's a tiny part. The remaining amount is hedged. The sales vary, but the current figure varies.

The standard sales, that's flat and the price is flat, EUR 5,000 each ton, and it does not change from one year to another. Some years ago, your production could not meet the demand given all the calls for tender for the wind panels, for the nuclear power stations and so on. What about your production of electric cables? Can you respond to all calls for tender in Europe or in the world? Well, we are quite selective. We work with less customers, as we said, and we want to densify, to intensify our relationship with the customers. In other words, have more orders for the same customer. I repeated it this year. We went from 13,000 customers, 17,000 customers down to 4,000 customers.

We reduced, we got rid of 13,000 customers. In a way, for the subsea cables, there is a huge need especially also for the subsea interconnections. Demand is going to saturate our capacity. The extension of the factory which is not over, we are already fully booked till 2025. Our order book is full and we are going to announce major contracts in the years to come. It's good. It's a good sign, a good momentum. It means that the investments were right. Since we promote energy transition, subsea interconnection, this energy exchange of green energy between countries, wind, the solar panels, the wind farms. The demand is quite significant. We some investors ask why couldn't we multiply by 3 our capacity?

Back to the question of the gentleman, the demand is going to be exponential. What we want to do is to adjust our capacity to the supply. If you triple your capacity, you'll have mega factories, but those mega factories will not have access to the natural resources like copper and aluminum, and it won't be possible to produce. We want to adjust our capacity to the supply and not to the demand, because the demand is exponential. Fine. Back to the question of my neighbor. Well, given this shift between a very strong demand to address the energy transition and what the companies like yours can produce, there's a gap, and what about the margin power?

You see the return on capital employed, this ratio has improved because we've been working on the margin, on the selectiveness of our customers. We improved our mix. A lot of customers consumed a lot of our energy for very low profitability, we decided to get rid of this bad cholesterol. We wanted to have the good cholesterol, in other words, and of course, in being quite selective, the fact that given the growth ahead of us, we are extremely selective in terms of customers, the projects, the terms and conditions that are legal and financial terms and conditions. You can call it margin power. We call it selectivity, of course it is an additional asset. It is easier to be selective if the market is buoyant. Anything else?

A question on Invexans, your shareholder.

Speaker 13

It's the number one shareholder, and you have shared interest with Nexans. Does it secure copper in case of a shortage?

Christopher Guérin
CEO, Nexans

Very good question. I'm speaking here under their supervision, but it is surprising that Antar Sogusta, the subsidiary of Invexans on the copper mines, is not a supplier to Nexans. The largest supplier of Nexans is called Codelco. They are in Chile, a very strong producer and copper extractor in Chile. The goal of our visit precisely was to find alternatives to Codelco and find through our shareholder other supply possibilities once there is a shortage. That's what we did in meetings in Santiago, but we also signed a contract of preferential access with Codelco, and it can be renewed five years in order to have a secure supply in case of a shortage.

They guarantee that when there's a shortage, we'll be among the top three customers served in the world. That's the goal of our trip tomorrow. How do you make sure that your products are upscaling? It is part of the mix effect. Well, the best example or the most explicit one is AmerCable, and we'll stop the contracts before our mandate in for oil and gas. We just want to have our capacity released for the wind panels and not oil and gas. As Jérôme Fournier said, we'll do it gradually. We'll move from the PVC cables in the building industry to non or flame retardants or non-spreading. They wrote down the energy need in electric infrastructure till 2040.

We contributed to that for cables before the elections, and they realized that they need over 20,000 kilometers of cable to install by 2040 on land, plus all cables linked to the offshore wind farms. The US is quite late, but they are catching up a lot. Many projects on the eastern coast and on the western coast in California, in progress. You have wind farms growing everywhere in the Nevada desert, and you'll have also wind farms in California. What about Europe? Thanks to what has been set up in the last 10 years, the U.K. is the most advanced one in terms of power and capacity of wind farms. And all companies being awarded contracts are European companies. The Norwegian Orsted, Total, EDF Renewables.

Those European companies have learned in the last 10 years with what has been put into place in the U.K. and in Northern Europe. They are exporting this knowledge elsewhere.

France has disadvantage and disadvantage. The advantage that we have had a decarbonated energy thanks to the nuclear power. Many investments in the nuclear power are in progress. We are all also working on it. The need for offshore wind farms is not as significant as well, but our energy has been decarbonated for many, many decades and. We have to be careful. We should not act too slowly and be lagging behind afterwards. For the time being, everything is okay. If we keep on having orders like this, we'll keep on investing, but the problem is not the demand, the problem is the access to the natural resources and the capacity of recycling. We have to work on this recycling capacity in the years to come.

Any further questions? Sir?

Speaker 13

You said that your plant in the U.S. was saturated. With regard to demand in America, given the Inflation Reduction Act, wouldn't you be tempted to set up a second plant in the U.S.?

Christopher Guérin
CEO, Nexans

Our plants have extension capacities. We generally have two times more land than what we use. In Charleston, we still have extension opportunities. It's true the U.S. uses European companies, and there's a lot that has to do with the Inflation Reduction Act in the U.S. It's not on the agenda for Nexans right now. In 2019, we added EUR 150 million in the plant. A good move because Nexans is the only player in the U.S. that produces submarine cables to connect offshore wind farms. Now, if a U.S. player needs a submarine cable designed and produced by Americans, there's only Nexans that can offer that. It's good for us. Serendipity, as it were. Now we're trying to put capacity on the right level because there's. Regarding offshore wind farms.

Well, we're going to try to saturate the plant first, and then we'll see whether further extensions can be considered.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

Fine. Any other questions? Fine. Okay. Well, as there are no further questions, I hereby close the Q&A section, and I suggest we move on to vote on the Resolutions. We have more than 81.91% of the shares with voting rights, so very high number therefore. Okay, now I give the floor to Nino Cusimano, who's going to guide us through the voting procedure.

Nino Cusimano
General Counsel and Secretary General, Nexans

Thank you, Chairman. Let me tell you about the electronic voting procedure. You received a tablet at the entrance. We will show you the Resolutions, and I will say, "Please vote." You will have 12 seconds to vote for, against, or to abstain and to press Okay. The results will appear immediately thereafter. If you have any problem with your tablet, please call our staff. Now we're going to show you a quick film that describes the electronic voting procedure.

17 Resolutions in the ordinary general meeting. I will read out the summary of the Resolutions. Resolution 1: Approval of the company's financial statements for 2022 and management's report. Please vote. Time is up. Resolution 1 is carried. Resolution number 2. Approval of the consolidated financial statements. Please vote. Time is up. Resolution 2 is carried. Resolution 3, appropriation of income for 2022 and setting of the dividend. Please vote. Time is up. Resolution 3 is carried.

Resolution 4, renewal of the directorship of Jean Mouton. Please vote. Time is up. Resolution 4 is carried. Resolution 5, renewal of the directorship of BPCE France Participations. Please vote. Time is up. Resolution 5 is carried. Resolution 6, renewal of the directorship of Oscar Hasbún Martínez. Please vote. Time is up. Resolution 6 is carried. Resolution 7, renewal of the directorship of Hubert Porte. Please vote. Time is up.

Resolution seven is carried. Resolution eight, approval of information relating to the compensation items paid during the fiscal year ended on December 31st, 2022, to Nexans corporate officers. Please vote. Time is up. Resolution eight is carried. Resolution nine, approval of the compensation paid to Jean Mouton for fiscal 2022. Please vote. Time is up. Resolution nine is carried. Resolution ten, approval of the compensation paid for fiscal 2022 to Christopher Guérin, Chief Executive Officer. Please vote. Time's up. Resolution ten is carried. Resolution eleven, determination of the maximum annual compensation to be paid to the members of the Board. Please vote. Time is up. Resolution eleven is carried. Resolution twelve, approval of the compensation policy, for the members of the Board of Directors for fiscal 2023. Please vote. Time is up. Resolution twelve is carried.

Resolution 13, approval of the compensation policy for the chairman of the Board of Directors for fiscal 2023. Please vote. Time is up. Resolution 13 is carried. Resolution 14, approval of the compensation policy of the chief executive officer for fiscal 2023. Please vote. Time is up. Resolution 14 is carried. Resolution 15, approval of a regulated commitment by the shareholder Invexans Limited, renewing its commitment to remain a long-term partner and a reference shareholder of Nexans.

Please vote. Time's up. Resolution 15 is carried. Resolution 16, approval of a regulated agreement between the company and Invexans S.A. relating to a tax refund allocation agreement by the Brazilian tax authorities. Time is up. Resolution 16 is carried. Resolution 17, authorization to be granted to the Board of Directors to carry out transactions involving company shares to trade in the company shares. Please vote.

Time is up. Resolution 17 is carried. Resolution 18, authorization to be granted to the Board of Directors for the purpose of reducing the company's share capital by canceling its own shares. Please vote. Time's up. Resolution 18 is carried. Resolution 19, delegation of authority to be granted to the Board of Directors for the purpose of deciding upon the share capital increase with preferential subscription rights, ceiling EUR 14 million.

Please vote. Time's up. Resolution 19 is carried. Resolution 20, delegation of authority to be granted to the Board of Directors for the purpose of deciding to increase the share capital by the capitalization of premiums, reserves, profits, and other amounts, cap EUR 14 million. Please vote. Time's up. Resolution 20 is carried. Resolution 21, delegation authority to be granted to the Board of Directors for the purpose of deciding, authorizing the issuance without shareholders' preferential subscription rights.

Please vote. Time is up. Resolution 21 is carried. Resolution 22, delegation authority to be granted to the board for the purpose of deciding on the issuance without preferential subscription rights, for qualified investors. Please vote. Time is up. Resolution 22 is carried. Resolution 23. Delegation of authority be granted to the Board of Directors 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. Please vote. Time is up. Resolution 23 is carried. Resolution 24. Delegation of power granted to the Board of Directors for the purpose of issuing ordinary company shares or securities, consideration, contribution in kind, with or without preferential subscription rights. Please vote. Time is up. Resolution 24 is carried. Resolution 25.

Delegation of authority to issue EUR 400,000 worth of shares. Please vote. Time is up. Resolution 25 is carried. Resolution 26. Delegation of authority to issue EUR 100,000 worth of shares for an employee shareholding plan to employees of certain foreign group subsidiaries. Please vote. Time is up. Resolution 26 is carried. Resolution 27. Authorization to be granted to the board to issue performance shares for the CEO. EUR 300,000 worth of performance shares beginning on January first, 2024. Please vote. Time is up. Resolution 27 is carried. Resolution 28. Authorization to be granted to the board to grant free shares to high potential employees. Nominal value EUR 50,000 starting on January first, 2024. Please vote. Time is up. Resolution 28 is carried. 1 Resolution for the ordinary general assembly. Resolution 29.

Jean-Christophe Juillard
Deputy CEO and CFO, Nexans

Powers to carry out formalities. Please vote. Time is up. Resolution 29 is carried. Thank you. Thank you, Nino. Well, there's no further business on the agenda. I hereby close the meeting. I would like to thank you. I'd like to thank the shareholders, both in attendance and online, for taking part in this annual general meeting. The board is looking forward to seeing you next year and thanks you once again for your support.

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