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Elior Group – General Meeting– March 11, 2016
GENERAL MEETING
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 2
DISCLAIMER This document was prepared by Elior for the sole purpose of this presentation. This presentation includes only summary information and does not purport to be comprehensive. The information contained in this document has not been independently verified.
No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the information or opinions contained in this document and none of Elior, its affiliates, directors, employees and representatives accept any responsibility in this respect.
Certain information included in this presentation are not historical facts but are forward-looking statements. The forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the economic environment in which Elior operates, and involve known and unknown risk, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements.
Forward-looking statements speak only as of the date of this presentation and Elior expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward looking statements in this presentation are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Elior. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under “Facteurs de Risques” in the Registration Document filed by Elior with the Autorité des marchés financiers (“AMF”) on January 29, 2015, which is available on the AMF’s website and on Elior’s website at www.eliorgroup.com.
This presentation does not contain or constitute an offer of Elior’s shares for sale or an invitation or inducement to invest in Elior’s shares in France, the United States of America or any other jurisdiction.
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SIMPLIFIED AGENDA
Philippe Salle, Chairman and Chief Executive Officer
3
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SIMPLIFIED AGENDA
ORDINARY RESOLUTIONS
• Approval of the parent company and consolidated financial statements for FY 2014-2015
• Appropriation of FY 2014-2015 results and approval of a €0.32 per-share dividend to be paid on April 13, 2016
• Approval of the Statutory Auditors’ special report on related-party agreements and commitments
• Advisory vote on the individual compensation of the former Chief Executive Officer
• Advisory vote on the individual compensation of the Chairman and Chief Executive Office
• Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer
• Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant
4
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SIMPLIFIED AGENDA
ORDINARY RESOLUTIONS (CONT’D)
• Election of Corporación Empresarial Emesa S.L. as a director of the Company
• Election of Servinvest as a director of the Company
• Election of Anne Busquet as a director of the Company
• Election of Célia Cornu as a non-voting member of the Board of Directors
• Setting directors’ fees
• Authorization for the Board of Directors to carry out a share buyback program
• Ratification of the decision to transfer the Company's head office
5
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SIMPLIFIED AGENDA
EXTRAORDINARY RESOLUTIONS
• Change of corporate name
• Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, either with or without pre-emptive subscription rights
• Authorization for the Board of Directors to increase the Company’s capital by way of a private placement, without pre-emptive subscription rights
• Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase, either with or without pre-emptive subscription rights (greenshoe option)
• Authorization for the Board of Directors to issue securities carrying rights to the Company’s shares in payment for contributed assets
• Authorization for the Board of Directors to increase the Company’s capital by capitalizing reserves, profit, the share premium account or other eligible items
6
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SIMPLIFIED AGENDA
EXTRAORDINARY RESOLUTIONS (CONT’D)
• Authorization for the Board of Directors to issue securities to members of an employee share ownership plan, without pre-emptive subscription rights
• Blanket ceiling on authorizations to carry out capital increases
• Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group
• Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group
• Authorization for the Board of Directors to reduce the Company’s capital by canceling shares
• Powers to carry out formalities (ordinary resolution)
7
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
2 FINANCIAL PERFORMANCE
1 BUSINESS PROFILE AND CSR
3 ACTIVITIES AND MARKETS
6 STATUTORY AUDITORS REPORTS
5 GOVERNANCE
7 Q & A
AGENDA THE YEAR OF A NEW AMBITION
4 2016-2020 STRATEGY
8 RESOLUTIONS
8
ELIOR GROUP
BUSINESS PROFILE AND CSR
PHILIPPE SALLE
Chairman and Chief Executive Officer
1
9 Elior Group – General Meeting – March 11, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
2014-2015 KEY FIGURES
Elior Group is a major player in contract catering, concession catering and related services.
4 MILLION GUESTS EACH DAY
It is a recognized leader in its long-standing European markets and a dynamic market challenger in the Americas.
13 COUNTRIES
18,600 RESTAURANTS AND
POINTS OF SALE
108,000 EMPLOYEES
€5.674 bn IN REVENUE
150 DIRECTLY-OWNED AND FRANCHISED BRANDS
85 AIRPORTS
73 RAILWAY STATIONS
259 MOTORWAY SERVICE
PLAZAS
10
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
2014-2015 KEY FIGURES
€475 MILLION EBITDA (UP 6.2% YEAR ON YEAR)
€5.674 BILLION CONSOLIDATED REVENUE
( UP 6.2% YEAR ON YEAR )
€107 MILLION PROFIT FOR THE PERIOD (2.2 TIMES HIGHER YEAR ON YEAR)
€189 MILLION FREE CASH FLOW (UP 9.6% YEAR ON YEAR)
3.04 x EBITDA LEVERAGE RATIO
€0.79 ADJUSTED EARNINGS PER SHARE
€0.32€ DIVIDEND (UP 60% YEAR ON YEAR)
11
2014 2015
× 2.2
EBITDA
× 3.04
NET DEBT
+0. 0 % 201 4 2015
+60 %
2014
2015
+6. 2 % 2014 2015
.
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
A GLOBAL CATERER
No.4 IN CONTRACT CATERING WORLDWIDE No.3 IN CONCESSION CATERING
WORLDWIDE
OUR MARKET POSITIONS IN EUROPE OUR MARKET POSITIONS IN THE AMERICAS
12
No.5 IN CONTRACT CATERING IN THE UNITED KINGDOM
No.1 IN CONTRACT CATERING AND CONCESSION CATERING IN FRANCE AND SPAIN
No.1 IN CONTRACT CATERING
AND AIRPORT CONCESSION CATERING IN ITALY
No.3 IN CONTRACT
CATERING IN EUROPE
No.6 IN CONTRACT CATERING IN THE UNITED STATES
10 MAJOR AIRPORTS IN THE UNITED STATES
PRESENT AT
No.2 ON TOLL MOTORWAYS IN THE UNITED STATES
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
FY 2014-2015 REVENUE: €5.674bn
A MORE INTERNATIONAL FOOTPRINT
A CONSISTENTLY DIVERSIFIED PORTFOLIO
BUSINESS PROFILE IN 2015
Other
France
vs. 53% in 2014
50%
4%
UK 7%
USA 11%
Spain & Portugal
14%
Italy 14%
Education Healthcare
Airports
Motorways
Railways, City sites & Leisure
19% 19%
12%
11%
6%
Business & Industry
33 %
Airports Airports
13
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
ELIOR GROUP ON STOCK EXCHANGE
14
A DIVERSIFIED SHAREHOLDING STRUCTURE SUPPORTED BY LONG-TERM STRATEGICAL SHAREHOLDERS
EURONEXT PARIS SECTION A
ISIN code FR0011950732
Number of securities on12/31/2015 172 354 144
Free float 62.12%
Caisse de Dépôt et Placement du Québec (CDPQ) 6.55%
Emesa 5.22%
BIM (Robert Zolade) 26.11%
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
For over ten years, the Group’s corporate social responsibility (CSR) has been rooted in our daily commitment to quality, innovation, responsible relations with others and the community.
Our CSR strategy is focused on three main objectives: • Being a responsible company in our daily operations, particularly in terms of health and food safety; • Being a committed employer by promoting equal opportunities and valuing and developing each employee's skills.; • Being an active partner contributing to social and economic development in the regions where we operate.
ELIOR GROUP’S SUSTAINABILITY COMMITMENTS
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 16
CSR
• Elior Group reaches the “GC
advanced” level, the highest
level of recognition from the
Global Compact. This level is
reached by only 5% of the
companies member of the
Global Compact in the world.
CONCESSION CATERING
• SNCF Gares & Connexions has signed a 10-year
contract with Areas for the development and
management of 34 catering outlets at Paris Gare
du Nord and seven major regional stations: Lille
Europe, Valenciennes, Massy TGV, Versailles
Chantiers, Le Mans, Toulon and Bordeaux Belcier.
• COP 21 – A perfect example of responsible food
services:
400 employees mobilized and trained to the “Elior and
climate change” training programme and to the
environmental challenges
95% of fresh and seasonal fruit and vegetables,
including 33% locally sourced and 20% organic
100% of fish responsibly sourced
Zero plastic bags and food trays biodegradable at 93%
CONTRACT CATERING
• Airbus : 5 self restaurants ( including 2 opened
midday and evening) , 2 Club restaurants, the
Armagnac Customer Restaurant, a cafeteria and a
catering service: 4,800 meals per day (France).
• Four Seasons : 96 Health Care sites (48 locations in
the North West and 48 locations in the East of
England).
SERVICES
• Cleaning services contract of the Galeries Lafayette
Haussmann (Paris) : 75 000 sqm and over a
hundred employees of Elior Services.
ALREADY IN 2015-2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
ALREADY IN 2015-2016
17
PARTNERSHIPS
Elior Group commits to back Paris and becomes official partner of Paris 2024
MOBILISÉS ET SENSIBILISÉS À LA DÉMARCHE RSE DU GROUPE, AUX ENJEUX
CLIMATIQUES ET AUX ÉCO-GESTES.
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
ALREADY IN 2015-2016
18
PARTNERSHIPS
Elior Group is an official partner supporting France's candidature to host the World Fair in 2025
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
AND THIS YEAR
19
Y E A R S
ELIOR GROUP
FINANCIAL PERFORMANCE
OLIVIER DUBOIS
Chief Financial Officer
2
20 Elior Group – General Meeting – March 11, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 21
PROFIT & LOSS ACCOUNT ANALYSIS
3,995
1,679
3,774
1,567
0
1 000
2 000
3 000
4 000
5 000
6 000
FY 2013-2014 FY 2014-2015
5,674 5,341 +6.2%
293 304
159 179
(4) (8)
-100
0
100
200
300
400
500
FY 2013-2014 FY 2014-2015
475 447 +6.2%
Contract Catering & Services Concession Catering
REVENUES (€m) EBITDA (€m)
Corporate
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 22
PROFIT & LOSS ACCOUNT ANALYSIS
€m FY
2014-2015 FY
2013-2014 YoY CHANGE
EBITDA 475 447 +6.2%
EBITDA margin 8.4% 8.4% 0.0 pt
EBITA 317 308 +2.8%
Non-recurring (26) (68) +€42m
GW amortization (9) (5) -€4m
Financial charges (107) (137) +€30m
Income tax (68) (41) -€27m
Minority interest 1 (9) +€10m
NET INCOME GROUP SHARE 107 48 x 2.2
Reported EPS 0.65 0.38 +71.1%
Adjusted EPS* 0.79 0.52 +51.9%
Exceptional charges related to refinancing and swap termination
40% tax rate
Stable YoY, in line with guidance
*Adjusted for non current operational items (net of tax calculated with a normative 34% tax rate)
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 23
FREE CASH FLOW ANALYSIS
€m FY
2014-2015 FY
2013-2014 YOY CHANGE
EBITDA 475 447 +6.2%
Change in WCR 33 35 -6.0%
Net Capex (178) (181) -1.9%
Cash tax (56) (43) -€13m
Non-current cash items (85) (68) -€17m
FREE CASH FLOW 189 189 +0.0%
CONVERSION RATIO* 40% 42%
Details on slide 15
30% cash tax rate
*FCF/EBITDA
Impacted by non- recurring items
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 24
NET DEBT ANALYSIS
189
1,452
FCF
(41)
dividends
(110)
net debt as at 30/09/2015
(37)
(73)
cash interest other net
acquisitions net debt as at 30/09/2014
1,380 Lexington, STARR and minority interest in Areas
Evolution of €/$ exchange rate
Leverage ratio: 3.09x EBITDA Leverage ratio:
3.04x EBITDA (pro-forma for acquisitions)
In €m
ELIOR GROUP
ACTIVITIES AND MARKETS
PHILIPPE SALLE
Chairman and Chief Executive Officer
3
25 Elior Group – General Meeting – March 11, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
CONTRACT CATERING & SERVICES
26
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
HIGHLIGHTS
ACQUISITIONS
• STARR Restaurant Catering Group
• Cura Hospitality
• ABL Management (Oct.15)
• Cumulative revenues of c. $150m in FY 2015 (not consolidated)
• Partnership with Alain Ducasse
CONTRACTS
• La Poste in B&I in France
• Vedici clinics in healthcare and services in France
• City of Bologna in education and Vaticano museum in Italy
• FC Barcelona in Spain
• Finlandia University in the USA
• St Albans Cathedral in the UK
INNOVATION & CONCEPTS
• Opening of Ternay (France), Bologna (Italy) and Madrid (Spain) central kitchens
• Bon’App application reaches 100,000 users - France
• Fresnes (France) central kitchen certified ISO 22000
• Beak St Chicken concept launched in the UK
• Easy Gourmet meal ordering for business and premium Itinere travelers on the Rome/Milan high-speed line
27
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
FINANCIAL PERFORMANCE
€m FY
2014-2015 FY
2013-2014 REPORTED GROWTH
ORGANIC GROWTH
Revenues 3,995 3,774 + 5.9 % + 2.1 %
o/w France 2,136 2,122 + 0.7 % + 0.7 %
o/w International 1,859 1,652 + 12.6 % + 3.8 %
EBITDA As % of sales
304 7.6 %
293 7.8 %
+ 3.7 % - 0,2 pt
o/w France As % of sales
183 8.6 %
185 8.7 %
- 1.1 % - 0.1 pt
o/w International As % of sales
121 6.5 %
108 6.6 %
+ 11.4% - 0.1 pt
Capex As % of sales
86 2.1 %
66 1.7 %
+ 30.8 % + 0.4 pt
28
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
CONCESSION CATERING
29
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
HIGHLIGHTS
CONTRACTS
• Partnership with SNCF Gares & Connexions: long-term securing of contracts on existing points of sale
• Los Angeles airport: 4 points of sale over 10 years
• Paris-Charles-de-Gaulle airport: 4 bakery points of sale
• Limours and Orleans service areas in France
OPENINGS & INNOVATION
• Cliquez-déjeuner online service on French motorways
• World’s first Espace Evian in Madrid Barajas airport (Spain)
• Opening of first Burger King by Areas on Florida’s Turnpike
• 3 points of sale at Milan Expo 2015
• Opening of 8 points of sale in the new Bois aux Daims leisure park in France
ORGANIZATION
• Acquisition of minority stake in Areas
• Creation of an integrated branch headquartered in Barcelona
• Reorganization of French and Northern Europe operations
• Global business development team in place to support international development in airports
30
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
FINANCIAL PERFORMANCE
31
€m FY
2014-2015 FY
2013-2014 REPORTED GROWTH
ORGANIC GROWTH
Revenues 1,679 1,567 +7.1% +5.3%
o/w France, Northern Europe, Italy 1,006 948 +6.1% +6.1%
o/w Spain, Portugal, Americas 673 619 +8.7% +4.0%
EBITDA As % of sales
179 10.7%
159 10.1%
+12.8% +0.6 pt
o/w France, Northern Europe, Italy As % of sales
113 11.2%
105 11.0%
+8.0% +0.2 pt
o/w Spain, Portugal, Americas As % of sales
66 9.8%
54 8.7%
+22.0% +1.1 pt
Capex As % of sales
86 5.1%
113 7.2%
-24.1% -2.1 pt
ELIOR GROUP
2016–2020 STRATEGY
PHILIPPE SALLE
Chairman and Chief Executive Officer
4
Elior Group – General Meeting – March 11, 2016 32
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SCOPE
REACH
ELIOR GROUP 2020: DEVELOP, INNOVATE, ACCELERATE
EXPERIENCE
WHAT, WHERE, HOW,
33
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
SCOPE: WHAT?
Selective approach on other BtoB services
Focus on food
Contract and concession catering
34
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
REACH: WHERE?
Balanced footprint By countries and / or business lines
Scale Seek top 3 position in selected markets and / or segments
• Consolidate Continental Europe
• Expand UK (organic & M&A)
• Expand USA in selected niches (organic & M&A)
• Enter Asia (emerging markets around 1% of sales in 2020)
CONCESSION CATERING CONTRACT CATERING UNDERLYING STRATEGY
• Consolidate Continental Europe
• Grow organically USA airports
• Expand airports business in Northern Europe, Middle East and Asia
Focus
35
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Increasingly service-based
economy
CONSUMER HABITS ARE CHANGING FAST...
Digital natives Mobility Hyper information
EXPERIENCE: HOW?
36
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
... OFFERING A WIDE SCOPE OF OPPORTUNITIES TO STAND OUT
Food and nutrition Place entertainment Digital experience
EXPERIENCE: HOW?
37
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
DIGITAL TECHNOLOGIES WILL TRANSFORM THE CONSUMER EXPERIENCE AND THE TRADITIONAL BUSINESS MODEL
EXPERIENCE: HOW?
Digital technologies Web / mobile apps
Brand content and social media SaaS / integrated services platform
Smart data
Consumer experience Convenience
New services Personalization
Interactions
Business model Conversion rate Client partnership Operational efficiency Marketing services to brands Creation of new services
38
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
FRANCE
ITALY
UNITED KINGDOM
SPAIN AND PORTUGAL
UNITED STATES
FRANCE
SPAIN AND PORTUGAL
ITALY
FRANCE NORTHERN EUROPE
UNITED STATES
CONTRACT CATERING SERVICES CONCESSION CATERING
ORGANIZATIONAL STRUCTURE
39
LATIN AMERICA
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
8 OPERATIONAL EXCELLENCE
7 HUMAN
RESOURCES
6 G&A
OPTIMIZATION
5 ACTIVITIES AND
CONTRACTS PORTFOLIO
REVIEW
4 PURCHASING
3 DIGITAL
EXPERIENCE
2 MARKETING
& PRICING
(BtoC)
TSUBAKI: 8 PROJECTS
GROWTH FOCUS
QUALITY FOCUS
COST FOCUS
1 SALES
EFFECTIVENESS (BtoB)
40
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
2020 OBJECTIVES
DEVELOP
Focus on current scope
Specific approach by country
ACCELERATE
Tsubaki plan
Organization and team
M&A (up to €1bn cash)
INNOVATE
Differentiation through innovative offering
Brands identity
Digital strategy
SALES EBITDA MARGIN FCF/EBITDA
€7-8bn 9-10% 45-50%
2020 AMBITIONS
41
ELIOR GROUP
GOVERNANCE
PHILIPPE SALLE
Chairman and Chief Executive Officer
5
42 Elior Group – General Meeting – March 11, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY 2014-2015
NOMBRE DE RÉUNIONS
TAUX D’ASSIDUITÉ MOYEN
Board of Directors 21 90%
Audit Committee 5 100%
Nominations and Compensation Committee 6 100%
Strategy, Investments and CSR Committee 10 86%
WORK OF THE BOARD OF
D IRECTORS AND BOARD COMMITTEES
IN FY 2014 -2015
Each Committee submits to the Board of Directors opinions and recommendations in its specific area of expertise
A report on the work carried out by each Committee is drawn up by the Chairman of the Committee concerned and is presented at the following Board of Directors’ meeting
43
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
The work carr ied out by the Board of Di rectors and Board Committees in FY 2014-2015 covered :
Review of the annual and half-yearly financial
statements
The Group’s overall business strategy
The Group’s financial communications strategy and
policy
Major projects, transactions and investments
Succession planning
Self assessment of the Board’s operating
procedures
The Group’s business activities and its development and
expansion
WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY 2014-2015
44
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
GOVERNANCE
Philippe Salle CEO & Chairman
Gilles Auffret Independent
Laurence Batlle Independent
Anne Busquet* Independent
Gilles Cojan Sofibim** rep.
Emilio Cuatrecasas* Independent (Emesa rep.)
Elisabeth Van Damme Independent (CDPQ rep.)
Robert Zolade BIM** rep.
Sophie Javary* Servinvest** rep.
BOARD OF DIRECTORS COMPOSITION POST-GM*
9 members
5 independent directors (over 50%)
4 women (over 40%)
1 censor – non-voting member
* Subject to approval of the General Meeting of March 11, 2016 ** Entities controlled by Robert Zolade
45
ELIOR GROUP
STATUTORY AUDITORS REPORTS
ANNE-LAURE JULIENNE
PwC statutory auditor
6
46 Elior Group – General Meeting – March 11, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Q & A
7
47
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
RESOLUTIONS
8
48
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
First resolution (ordinary resolution)
Approval of the parent company financial statements for FY 2014-2015
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Second resolution (ordinary resolution)
Approval of the consolidated financial statements for FY 2014-2015
Attributable profit: €107.2 million
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Third resolution (ordinary resolution)
Appropriation of FY 2014-2015 results and approval of a €0.32 per-share dividend
Ex-dividend date: April 11, 2016
Dividend payment date: April 13, 2016
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Fourth resolution (ordinary resolution)
Approval of the Statutory Auditors’ special report on related-party agreements and commitments
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Fifth resolution (ordinary resolution)
Advisory vote on the individual compensation of Gilles Petit, former Chief Executive Officer
In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Sixth resolution (ordinary resolution)
Advisory vote on the individual compensation of Philippe Salle, Chairman and Chief Executive Officer
In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Seventh resolution (ordinary resolution)
Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Eighth resolution (ordinary resolution)
Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Ninth resolution (ordinary resolution)
Election of Corporación Empresarial Emesa SL as a director of the Company for a four-year term
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Tenth resolution (ordinary resolution)
Election of Servinvest as a director of the Company for a four-year term
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Eleventh resolution (ordinary resolution)
Election of Anne Busquet as a director of the Company for a four-year term
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twelfth resolution (ordinary resolution)
Election of Célia Cornu as a non-voting member of the Board of Directors for a four-year term
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Thirteenth resolution (ordinary resolution)
Setting the maximum annual amount of directors’ fees Amount: €600,000
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Fourteenth resolution (ordinary resolution)
Authorization for the Board of Directors to carry out a share buyback program Capped at 10% of the Company’s capital Maximum per-share purchase price: €25 Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Fifteenth resolution (ordinary resolution)
Ratification of the decision to transfer the Company’s head office
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Sixteenth resolution (extraordinary resolution)
Change of corporate name to Elior Group
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Seventeenth resolution (extraordinary resolution)
Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, without pre-emptive subscription rights
Maximum nominal amount of capital increase(s): €350,000 Included in the €514,000 blanket ceiling Maximum nominal amount of debt securities issued: €600 million Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Eighteenth resolution (extraordinary resolution)
Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, with pre-emptive subscription rights
Maximum nominal amount of capital increase(s): €430,000 Included in the €514,000 blanket ceiling Maximum nominal amount of debt securities issued: €750 million Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Nineteenth resolution (extraordinary resolution)
Authorization for the Board or Directors to increase the Company’s capital by way of a private placement as referred to in Article L.411-2 of the French Monetary and Financial Code, without pre-emptive subscription rights
Maximum nominal amount of capital increase(s): €300,000 Included in the €514,000 blanket ceiling Maximum nominal amount of debt securities issued: €500 million Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twentieth resolution (extraordinary resolution)
Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase – carried out either with or without pre-emptive subscription rights – in accordance with Article L.225-135-1 of the French Commercial Code
The additional securities must not represent more than 15% of the original issue The capital increase(s) will be included in the €514,000 blanket ceiling Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-first resolution (extraordinary resolution)
Authorization for the Board of Directors to issue securities carrying rights to the Company’s shares in payment for contributed assets, subject to a cap of 10% of the Company’s capital
Capital increase(s) included in the €514,000 blanket ceiling Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-second resolution (extraordinary resolution)
Authorization for the Board of Directors to increase the Company’s capital by capitalizing reserves, profit, the share premium account or other eligible items Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-third resolution (extraordinary resolution)
Authorization for the Board of Directors to issue securities to members of an employee share ownership plan
Maximum nominal amount of capital increase(s): €17,200 Included in the €514,000 blanket ceiling Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-fourth resolution (extraordinary resolution)
Blanket ceilings on authorizations to carry out capital increases and issue debt securities The maximum nominal amount of any capital increases carried out pursuant
to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at €514,000
The maximum nominal amount of any debt securities issued pursuant to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at €900 million
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-fifth resolution (extraordinary resolution)
Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group
Maximum number of shares issued on exercise of the options granted: 2.2% of the number of shares making up the Company’s capital at the grant date of the options
Options granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total options granted
Duration of the authorization: 38 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-sixth resolution (extraordinary resolution)
Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group
Maximum number of free shares granted: 0.3% of the number of shares making up the Company’s capital at the grant date of the free shares
Free shares granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total free shares granted
Duration of the authorization: 38 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-seventh resolution (extraordinary resolution)
Authorization for the Board of Directors to reduce the Company’s capital by canceling shares, subject to a cap of 10% of the Company’s capital
Duration of the authorization: 18 months
Elior Group – General Meeting– March 11, 2016 ELIOR GROUP
Twenty-eighth resolution (ordinary resolution)
Powers to carry out formalities