notice of meeting - nexans57e86c65-40b9-40da-a373... · 2019-04-03 · purpose of deciding to...

Notice of Meeting

Mixed Shareholders’ Meeting

(Ordinary and Extraordinary)

May 15, 2019 at 2:30 p.m.

Cœur Défense Conference Centre Hermes Amphitheater (Level – 1)

110 Esplanade du Général de Gaulle 92400 Courbevoie

France

2 Mixed Shareholders’ Meeting – May 15, 2019

Contents

Chairman’s Message .................................................................................... 3

Agenda of the Shareholders’ Meeting ........................................................... 4

How to participate to the Meeting? ................................................................ 6

How to fill out the voting form? .................................................................... 10

How to get to the Shareholders Meeting ? .................................................. 11

Report of the Board of Directors on the draft resolutions ............................. 12

Draft resolutions .......................................................................................... 34

Candidates for Directors ............................................................................. 54

Presentation of the Board of Directors ........................................................ 58

and the Committees .................................................................................... 58

Overview of 2018 financial year .................................................................. 59

Company’s financial results for the last 5 financial years ............................ 64

Information request form ............................................................................. 65

Shareholders Information

Investor Relations

Tel: + 33 1 78 15 05 40 E-mail : [email protected]

www.nexans.com

This notice is accessible in French and English on the Internet site www.nexans.com


Chairman’s Message

Dear Shareholder,

I would be very pleased if you could participate to the Ordinary and Extraordinary Annual Shareholders’

Meeting which will be held on Wednesday May 15, 2019 starting at 2:30 pm (Paris time), on first notice, at

Coeur Défense Conference Centre, Hermès Amphitheater, 110 Esplanade du Général de Gaulle,

92400 Courbevoie, France.

This Annual Shareholders’ Meeting will be a privileged moment to meet, discuss and be informed, in

particular on the performance and achievements of our Group.

At 325 million euros, the Group’s 2018 EBITDA1 performance is in line with the guidance issued in

November, reflecting a difficult year despite a gradual improvement in the second half.

Under the leadership of Christopher Guérin, Chief Executive Officer since July, a three-year in-depth

transformation plan aimed at strengthening the Group's resilience was presented in early November. A tight

Executive Committee of 12 people is responsible for carrying it out.

2019 will be a year of transformation towards a New Nexans, a streamlined, more agile and more efficient

organization, ideally positioned to meet its customers’ needs and make the most of the solid long-term

outlook for its markets.

The composition of the Board of Directors is also subject to change. Indeed, the knowledge and expertise

of the directors, whose mandates are submitted to your vote for renewal or appointment, will be

instrumental to the support and success of the "New Nexans", future global leader in solutions and services

for the management of the energy and data.

At the Annual Shareholders' Meeting of May 15, 2019, the Board of Directors will recommend a dividend

payment of 0.30 euros per share.

I strongly hope that you will personally be able to attend this next Annual Shareholders’ meeting and vote

on the resolutions submitted to you. If, however, you are unable to be present, you have the option to vote

by mail, or give a proxy to the Chairman of the Annual Shareholders’ Meeting or any other duly authorized

person.

In the following pages, you will find all the practical terms and conditions of participation in the Annual

Shareholders’ Meeting.

I want to thank you for your trust and loyalty and look forward to seeing you on May 15.

Georges Chodron de Courcel

Chairman of the Board of Directors

1 EBITDA is defined as operating margin before depreciation and amortization


Agenda of the Shareholders’ Meeting

Ordinary Shareholders’ Meeting

1. Approval of the Company’s financial statements and transactions for the fiscal year ended on December 31, 2018 - Management Report

2. Approval of the consolidated financial statements for the fiscal year ended on December 31, 2018

3. Allocation of income for the fiscal year ended on December 31, 2018 and setting of the dividend

4. Renewal of Hubert Porte as Director

5. Renewal of Oscar Hasbún Martinez as Director

6. Appointment of Jean Mouton as Director

7. Appointment of Bpifrance Participations as Director

8. Vote on the items of compensation and benefit of any kind paid or granted to Georges Chodron de Courcel, Chairman of the Board of Directors, for the fiscal year ended on December 31, 2018

9. Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Arnaud Poupart-Lafarge, Chief Executive Officer, until July 3rd, 2018

10. Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Christopher Guérin, Chief Executive Officer, from July 4th, 2018

11. Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chairman of the Board of Directors for the fiscal year 2019

12. Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chief Executive Officer for the fiscal year 2019

13. Approval of a regulated commitments referred to in Article L. 225-42-1 of the French Commercial Code in relation to the payment of termination and non-compete indemnities to Christopher Guérin, as Chief Executive Officer

14. Approval of a regulated commitment referred to in Article L. 225-42-1 of the French Commercial Code in relation to the pension and health and unemployment insurance plan for the benefit of Christopher Guérin, as Chief Executive Officer

15. Approval of the fixed term employment contract entered into on July 4th, 2018 between the Company and Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018

16. Approval of two regulated agreements entered into between the Company and Natixis: amendment dated December 12, 2018 to the multi-currency revolving credit facility dated December 14, 2015 and a placement agent agreement dated December 21, 2018 for a commercial paper financing program (NEU CP)

17. Authorization to be granted to the Board of Directors to carry out transactions involving Company shares

Extraordinary Shareholders’ Meeting

18. Authorization to be granted to the Board of Directors for the purpose of reducing the Company's share capital via the cancellation of own shares

19. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding upon the capital increase of the Company by the issuance of ordinary shares and/or securities giving access to Company’s equity securities or giving the right to the allocation of debt securities, with preferential subscription rights for shareholders up to a maximum nominal amount of 14 million euros


20. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the share capital via the capitalization of premiums, reserves, profits or other amounts, the capitalization of which would be limited to a par value of EUR 14 million

21. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding or authorizing the issuance - without shareholders’ preferential subscription rights - of ordinary Company shares and/or securities granting rights to equity securities of the Company, or granting rights to debt securities, via a public offering, and within the limit a par value of EUR 4,360,000, a sub ceiling shared by the 22nd , 23rd and 24th resolutions

22. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding on the issuance - without shareholders’ preferential subscription rights - of ordinary Company shares and/or securities granting rights to equity securities of the Company, or granting rights to debt securities, via placement pursuant to Article L. 411-2, II of the Commercial and Monetary Code, and within the limit of a par value of EUR 4,360,000, a sub ceiling shared by the 21st, 23rd and 24th resolutions

23. Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the purpose of deciding to increase the number of securities to be issued in the event of a share capital increase with or without shareholders’ preferential subscription rights, within a limit not to exceed 15% of the initial amount of the issuance, and up to the limit of the aggregate ceiling set pursuant to the 19th Resolution and of the shared sub ceiling set pursuant to the terms of the 21st, 22nd, and 24th resolutions

24. Delegation of power granted to the Board of Directors for a 26 month-period, for the purpose of issuing ordinary Company shares or securities granting rights to Company equity securities to be issued in consideration of contributions in kind of shares or equity securities granting rights to the share capital, within the limit of a par value of EUR 4,360,000, which corresponds to the shared sub ceiling set with respect to the 21st, 22nd, and 23rd resolutions

25. Delegation of authority to be granted to the Board of Directors for an 18 month-period, for the purpose of deciding to increase the share capital via the issuance of shares and securities granting access to the share capital, and reserved for members of savings plans, without shareholders’ preferential subscription rights, for the benefit of said members, and within the limit of a par value of EUR 400,000

26. Delegation of authority to be granted to the Board of Directors for an 18 month-period, for the purpose of carrying out a share capital increase reserved for a category of beneficiaries, allowing for an employee shareholding plan to be offered to employees of certain foreign Group subsidiaries, under conditions comparable to those provided for in the 25th Resolution of this General Shareholders’ Meeting, without shareholders’ preferential subscription rights, for the benefit of said category of beneficiaries, and within the limit of a par value of EUR 100,000

27. Authorization to be granted to the Board of Directors for a 12 month-period beginning on January 1st, 2020, for the purpose of granting existing or newly issued free shares to employees and corporate officers of the Group, or to some of them, in 2020, subject to the satisfaction of the performance conditions set by the Board of Directors, and within the limit of 300,000 shares, without shareholders’ preferential subscription rights

28. Authorization to be granted to the Board of Directors for a 12 month-period beginning on January 1st, 2020 for the purpose of granting existing or newly issued free shares to employees, or to some of them, within the limit of 50,000 shares, not subject to performance conditions, without shareholders’ preferential subscription rights

Ordinary Shareholders’ Meeting

29. Powers to complete legal formalities


How to participate to the Meeting?

GENERAL CONDITIONS – FORMALITIES All shareholders are entitled to attend shareholders’ meetings provided that they can provide proof of their identity and of their ownership of shares.

However, to be allowed to attend the Shareholders’ Meeting, the shareholders will have to justify of their

quality through registration of their shares in a share account in their name (or in the name of their financial

intermediary) at least 2 business days before the Meeting, namely by Monday May 13, 2019 at 00:00 a.m.

Paris time (hereafter referred to as “D-2”):

- Shareholders holding their shares in registered form must thus be registered in a registered

shareholders’ account maintained for the company by its representative, Société Générale, at D-2;

- Shareholders holding their shares in bearer form who want to participate to the Shareholders’

Meeting, have to inform as soon as possible their financial intermediary who maintains the bearer shareholders' account. The financial intermediary will send to Société Générale a share certificate (attestation de participation). If a bearer shareholder who wishes to participate in person at a Shareholders' Meeting has not received his or her admission card by Monday May 13, 2019, he or she must obtain from his or her financial intermediary a certificate of participation confirming that he or she was a shareholder on D-2, which certificate will allow him or her to gain admission to the Shareholders' Meeting.

Voting rights - Subject to applicable law and the articles of incorporation of Nexans, each person

attending the Shareholders’ Meeting has the number of voting rights corresponding to the number of

shares that he/she holds or represents.

Limitations on voting rights - In accordance with Article 21 of the bylaws, a shareholder may not exercise more than 20% of the voting rights attached to the shares of all shareholders present or represented at extraordinary shareholders’ meetings when voting on resolutions relating to strategic transactions (such as mergers or major acquisitions).

Recommendations for shareholders attending the Shareholders’ Meeting

The Meeting of May 15, 2019 will start at 2:30 p.m. sharp so you are kindly requested to:

✓ Make sure you have your admission card with you and go to the welcome desk before the Meeting is due to start to sign the attendance register. You are advised to arrive one hour before the start of the Meeting to leave you time to complete all the necessary formalities.

✓ Take with you into the Meeting room the tablet for the electronic vote, which was given to you when you signed the attendance register.

✓ Follow the instructions given during the Meeting for voting.


METHODS OF PARTICIPATION

Nexans hopes that as a shareholder of the company, you will be able to attend the annual Shareholders’ Meeting personally. To gain entry to the Meeting, you will need to obtain an admission card. If you are unable to attend the Meeting personally, you may nevertheless vote on the resolutions either by appointing a proxy or remotely. Nexans offers you the possibility to request an admission card, cast your vote or appoint or withdraw a proxy prior to the Meeting via a secure online voting platform called Votaccess, in accordance with the conditions set out below. The secure Votaccess platform will be live from 9:00 am Paris time on Friday, April 26, 2019, allowing shareholders to request an admission card, cast their vote or appoint or withdraw a proxy via the platform until 3:00 pm Paris time on Tuesday, May 14, 2019. Shareholders are advised not to wait until the last few days before the Meeting to perform these operations. A shareholder who chooses to vote remotely, appoint a proxy or request an admission card or certificate of share ownership in accordance with the conditions set out below will not be able to take part in the Meeting via any other means, but may sell all or part of his/her shares. You will find below the relevant information and instructions regarding each of these methods for participating in the annual Shareholders’ Meeting.

1. Attending the Meeting in person

Shareholders may attend the Meeting in person by requesting an admission card in one of the following ways: To request an admission card by post, you can use the postal or proxy voting form.

✓ If you are a registered shareholder, this instruction form is attached ; ✓ If you are a bearer shareholder, you can request this form by letter addressed to Société

Générale, Service Assemblées Générales, CS 30812, 32 rue du Champ de Tir, 44308 Nantes Cedex 03 or to your financial intermediary.

✓ Tick box A at the top of the attached instruction form. ✓ Date and sign at the bottom of the form. ✓ Return the form as soon as possible so as to receive your admission card in sufficient time, either:

- If you are a registered shareholder, in the enclosed pre-paid envelope; - If you are a bearer shareholder, to the financial intermediary where your share account is

maintained.

To request an admission card online: ✓ if you are a registered shareholder, you should log in to the secure Votaccess platform, which can

be accessed at www.sharinbox.societegenerale.com using your usual Sharinbox access codes, and follow the instructions on the screen;

✓ if you are a bearer shareholder, you should log in to your bank or broker’s web portal using your standard login details and click on the icon that appears on the line corresponding to your Nexans shares. This will take you to the Votaccess website where you should then follow the instructions on the screen. Note that this option is only available to you if your bank or broker is registered with Votaccess.

Voting will take place using an electronic voting tablet.


2. Voting or giving proxy by post

If you wish to vote or give proxy, you may use the postal voting or proxy form.

✓ if you are a registered shareholder, this instruction form is attached; ✓ If you are a bearer shareholder, you can request this form by letter addressed to Société

Générale, Service Assemblées Générales, CS 30812, 32 rue du Champ de Tir, 44308 Nantes Cedex 03 or to your financial intermediary, no later than 6 days before the date of this Meeting.

To appoint the Chairman as your representative:

- Tick the box “I hereby give my proxy to the Chairman of the Meeting”.

To appoint a mentioned person (individual or legal entity):

- Tick the box “I hereby appoint”,

- Provide the requested information (corporate name/name, forename and address of your proxy).

To vote remotely :

- Tick the box “I vote by post”,

- If you wish to vote against or abstain from one or several resolutions, shade in the appropriate boxes next to the resolutions that you are opposed to sign; do not forget to fill in the box relating to “amendments to or new resolutions presented during the Meeting”, indicating your choice by shading in the appropriate boxes.

In all cases, the duly completed, dated and signed form must be returned as soon as possible to:

✓ If you are a registered shareholder: Société Générale – en utilisant l’enveloppe T. ✓ If you are a bearer shareholder: to the financial intermediary where your share account is

maintained who will send it to Société Générale's Service Assemblées Générales together with a certificate of participation justifying your status as shareholder.

To be taken into account, the duly completed and signed form will have to be received by Société Générale, Service Assemblées Générales, on Tuesday May 14, 2019 at 3 p.m. (Paris time), at the latest.


3. Voting or giving proxy online

If you wish to vote or give proxy, you can do it online online via Votaccess prior to the Meeting as follows:

✓ If you are a registered shareholder, you can vote or appoint a proxy via Votaccess by logging in to

www.sharinbox.societegenerale.com using your usual Sharinbox access codes and follow the instructions on the screen;

✓ If you are a bearer shareholder, you should log in to your bank or broker’s web portal using your standard login details and click on the icon that appears on the line corresponding to your Nexans shares. This will take you to the Votaccess website where you should then follow the instructions on the screen. Note that this option is only available to you if your bank or broker is registered with Votaccess.

The Votaccess website, secure and dedicated to the vote prior to the General Meeting, will be open from Friday, April 26, 2019 at 9:00 am until Tuesday, May 14, 2019 at 3:00 pm, Paris time. If your bank or broker is not registered with Votaccess, you may nevertheless give or withdraw a proxy electronically in accordance with the provisions of Article R.225-79 of the French Commercial Code by sending an e-mail with an electronic signature that you have obtained from a certification service provider accredited in accordance with the legal and regulatory conditions in force to [email protected], indicating: Nexans General Meeting of May 15, 2019, your name, address and full bank details and the name and address of the person to whom they are giving proxy or from whom the proxy is being withdrawn. Your instructions must be confirmed in writing by the bank or broker that manages your share account, in a letter or fax sent to Société Générale, Service Assemblées Générales, CS 30812, 32 rue du Champ de Tir, 44308 Nantes Cedex 3, France. Only duly completed and signed notifications received by Tuesday, May 14, 2019 will be taken into account. The address [email protected] is for giving or withdrawing proxies only and must not be used for any other purpose.


How to fill out the voting form?

If you wish to attend the Meeting in

person: tick box A to receive your

admission card

B. If you do not wish to attend the Meeting: tick one

the three boxes below (1, 2 or 3) to appoint a proxy or

vote by mail

A

B

2

If you wish to appoint the

Chairman of the Meeting as

your proxy: tick box 2.

1

If you wish to vote by mail:

tick box 1 and follow the

instructions.

If you wish to appoint a third

person to attend the Meeting

as your proxy: tick box 3 and

fill in that person’s name and

address.

Write your name,

surname and

address or check

them

3

Whatever your

choice, date and

sign here

ici.


How to get to the Shareholders Meeting ?

Cœur Défense Conference Centre

Hermes Amphitheater (Level -1)

110 Esplanade du Général de Gaulle

92400 Courbevoie

France

Public transport access : MÉTRO : Line 1 (Château de Vincennes – La Défense Grande Arche), « La Défense (Grande Arche) » station RER : Line A (Boissy-St-Léger / Marne-La-Vallée – Poissy / Cergy), « La Défense (Grande Arche) » station TRAMWAY : Line T2 (Issy / Val de Seine), « La Défense » station SNCF : Lines Paris Saint-Lazare / Saint-Nom La Bretèche or Versailles-Rive droite / Saint Quentin en Yvelines / La Verrière, « La Défense » station BUS (www.ratp.fr): numerous bus lines from Paris and the surrounding suburbs pass through La Défense. These include lines 73, 141, 114, 159, 161, 174, 178, 258, 262, 272, 275, 278, 360, 378 Exit F Calder Miro then follow La Défense 4 through to the Cœur Défense office complex. Access by car Exit the Boulevard Circulaire at Défense 4, turn into Avenue André Gleizes, then left into Cœur Défense. The car park (2,880 spaces of which 440 reserved for visitors) is accessed via 12 Avenue André Prothin, La Défense 4. Access by taxis and bicycle 10 avenue André Prothin, La Défense 4.

http://www.ratp.fr/


Report of the Board of Directors on the draft resolutions

ORDINARY SHAREHOLDERS’ MEETING

APPROVAL OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER

31, 2018 - ALLOCATION OF INCOME - DETERMINATION OF THE DIVIDEND (RESOLUTIONS 1 TO 3)

The purpose of the first two resolutions is to submit for your approval the annual financial statements (1st Resolution) and the consolidated financial statements for the fiscal year ended December 31, 2018 (2nd Resolution), which reveal profits of EUR 6,216,552 and a net profit (Group share), of EUR 14,086 thousand, respectively. The purpose of the 3rd Resolution is to determine the distribution of income of Nexans for 2018. It is proposed to distribute a dividend of EUR 0.30 per share and to allocate the distributable profit to the carry forward account. If this proposition is approved, the dividend will be paid on May 21, 2019. The detachment (ex-date) will take place on May 17, 2019. RENEWAL AND APPOINTMENTS OF DIRECTORS (RESOLUTIONS 4 TO 7)

The purpose of the 4th Resolution is to renew Hubert Porte’s term of office as Director for a four-year period, set to expire at the end of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ending on December 31, 2022. On February 13, 2019, the Board of Directors reviewed Hubert Porte's qualification with respect to the independence criteria of the AFEP-MEDEF Code and concluded that he was to be considered independent as of January 29, 2019, given his resignation from the Board of Directors of Invexans (Chile) (for more information on this qualification, see section 2.3.1.2. of Nexans 2018 Registration Document). Under the terms of the 5th Resolution, it is proposed to appoint Oscar Hasbún Martinez as Director, proposed by the main shareholder Invexans Limited (UK) for a four-year period, set to expire at the end of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ending on December 31, 2022. The Board of Directors appointed Oscar Hasbún Martinez as Censor on May 17, 2018. Since that date, he has attended Board of Directors' meetings with a consultative role. He is also a member of the Transformation Committee that regularly reviews and monitors the deployment of the Group's transformation plan, which was created for the year 2019. The 6th Resolution aims to appoint Jean Mouton as an independent director for a four-year period, set to expire at the end of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ending on December 31, 2022. The Board of Directors proposes this election in view of the appointment of Jean Mouton as Chairman of the Board of Directors. The Board appointed Jean Mouton as Censor as of February 14, 2019. Since that date, he has attended meetings of the Board of Directors and of Committees with a consultative role. His appointment as a director would enable the Group to benefit from his experience in strategy and organization of multinational companies, which is particularly useful in the context of the Company transformation. On March 19, 2019, the Board reviewed Jean Mouton's qualification with respect to the independence criteria of the AFEP-MEDEF Code and concluded that he was independent, given the absence of significant business relationship between Nexans and the Boston Consulting Group. In addition, the Board of Directors' meeting of March 19, 2019 set Jean Mouton's compensation as Chairman of the Board: it would consist of a fixed compensation of 250,000 euros, without variable compensation, directors' fees or any other benefits.


The purpose of the 7th Resolution is to appoint Bpifrance Participations as Director for a four-year period, set to expire at the end of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ending on December 31, 2022. Subject to its election as director by the Shareholders’ Meeting, Bpifrance Participations would be represented on the Board of Directors by Anne Sophie Hérelle. Anne-Sophie Hérelle's candidacy as permanent representative of Bpifrance Participations was proposed by Bpifrance Participations before being examined by the Appointments, Compensation and Corporate Governance Committee and then approved by the Board of Directors at its meeting held on March 19, 2019. A presentation of these four candidates can be found in the Appendix to this Report. The renewal of Hubert Porte’s term of office and the appointment of Jean Mouton, would enable the Company to maintain the Board of Directors’ independence rate at a level that exceeds the proportion of half recommended by the AFEP-MEDEF Code for companies with dispersed shareholding (sociétés à capital dispersé)2. If the Shareholders’ Meeting votes in favor of this renewal and these three appointments, the Board of Directors would be comprised of 13 directors at the end of the Shareholders’ Meeting, taking into account the resignation of Véronique Guillot-Pelpel from her position as director effective May 14, 2019. Among these Directors, seven were qualified as independent at the Board of Directors’ meetings dated February 13, 2019 and March 19, 2019: (1) Marc Grynberg, (2) Jean Mouton, (3) Hubert Porte, (4) Anne Lebel, (5) Fanny Letier, (6) Colette Lewiner and (7) Kathleen Wantz-O’Rourke, corresponding to an independence rate of over 63.6%, which exceeds the proportion of half recommended by the AFEP-MEDEF Code for companies with dispersed shareholding (sociétés à capital dispersé)3. In addition, the proportion of women serving on the Board of Directors would established at 50%4. Lastly, this renewal and these appointments would preserve staggered terms of office of the directors appointed by the Shareholders’ Meeting, which would be the following:

AGM 2020 Colette Lewiner, Kathleen Wantz-O’Rourke, and Marie-Cécile de Fougières5

AGM 2021 Marc Grynberg, Francisco Pérez Mackenna6, Andrónico Luksic Craig5

AGM 2022 Fanny Letier, Anne Lebel

AGM 2023 Bpifrance Participations7 , Oscar Hasbún Martinez5, Jean Mouton, Hubert Porte

The term of office of Angéline Afanoukoé, the Director representing the employees appointed by the France Group Committee, expires on October 10, 2021. APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND

BENEFITS OF ALL KINDS PAID OR GRANTED, WITH RESPECT TO THE 2018 FISCAL YEAR, TO GEORGES CHODRON DE

COURCEL, CHAIRMAN OF THE BOARD OF DIRECTORS (RESOLUTION 8)

In accordance with the provisions of Article L. 225-100 of the French Commercial Code, the 8th Resolution aims to submit to the vote of the Shareholders’ Meeting the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds paid or granted for the 2018 fiscal year to Georges Chodron de Courcel, Chairman of the Board of Directors.

2Independence rate calculated without taking into account directors representing employees and employee shareholders, in accordance with Recommendation 8.3 of the AFEP-MEDEF Code revised in June 2018. 3Independence rate calculated without taking into account directors representing employees and employee shareholders, in accordance with Recommendation 8.3 of the AFEP-MEDEF Code revised in June 2018. 4 Rate calculated without taking into account the director representing employees, in accordance with the provisions of Article L. 225-27 of the French Commercial Code 5 Director representing employee shareholders 6 Director proposed by main shareholder Invexans Limited (UK) 7 Represented by Anne-Sophie Hérelle


The shareholders’ vote is therefore requested with respect to the 2018 fixed compensation of Georges Chodron de Courcel. These items comply with the recommendations of the AFEP-MEDEF Code, described in the Company’s 2018 Registration Document, Section 2.5.3 (Compensation paid to Georges Chodron de Courcel, Chairman of the Board of Directors), and reiterated in the summary table below: Items of Compensation

Amounts or book value of the items of compensation paid or granted for the 2018 fiscal year

Comments and explanations

Fixed compensation

EUR 250,000 Gross amount, before tax and social security charges.

In accordance with the compensation policy applicable to non-executive directors and approved by the General Shareholders' Meeting of May 17, 2018 according to the 8th resolution, Georges Chodron de Courcel did not receive any directors' fees, variable compensation, deferred variable compensation, long-term or exceptional compensation for 2018. He did not receive any other benefits.

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND

BENEFITS OF ALL KINDS PAID OR GRANTED, WITH RESPECT TO THE 2018 FISCAL YEAR, TO ARNAUD POUPART-LAFARGE, CHIEF EXECUTIVE OFFICER UNTIL JULY 3RD, 2018 (RESOLUTION 9)

In accordance with the provisions of article L. 225-100 of the French Commercial Code, the 9th Resolution aims to submit to the vote of the Shareholders’ Meeting the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds paid or granted to Arnaud Poupart-Lafarge for the 2018 fiscal year, for his duties as Chief Executive Officer until July 3rd, 2018. The shareholders’ vote is therefore requested with respect to the following items of compensation, paid or granted with respect to 2018: fixed, annual bonus, exceptional bonus for the transition period and benefit in kind. These items comply with the recommendations made in the AFEP-MEDEF Code, described in the Company’s 2018 Registration document, Section 2.5.5 (Compensation paid to Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018), and reiterated in the summary table below: Items of Compensation



Fixed compensation

EUR 525,000 Gross amount, before tax and social security charges. The amount of fixed compensation has not changed since the split in the functions of Chairman and Chief Executive Officer on October 1, 2014.


Annual variable compensation

EUR 52,500 The variable portion of the compensation for 2018 may vary between 0% and 150% of the fixed portion of the compensation. Collective objectives, which are the same objectives applicable to other senior managers of the Group, count for 60% of the allocation and include four financial objectives, the relative weights of which are: (1) Return On Capital Employed (ROCE): 30% (2) EBITDA/sales ratio: 25%, (3) organic growth of standard sales: 25% and (4) free cash flow: 20%. In strict compliance with the extent of the defined objectives for 2018:

- The success rate for ROCE is 0%,

- The success rate for EBITDA/sales ratio is 0%,

- The success rate for the organic growth of standard sales is 0%,

- The success rate of free cash flow is 0%.

Based on the above, the Board of Directors found that the collective portion of the variable compensation was nil. Individual objectives account for the remaining 40% of the allocation and are based on specific predetermined objectives. After evaluating their degree of achievement, the Board of Directors has defined as the following:

o The success rate of the strategic plan deployment is 0%, the strategic plan having been deployed in the first half of the year but having been stopped due to disappointing financial results,

o The success rate of improving the Group’s CSR profile, in particular as assessed by non-financial rating agencies is 66.7% of the maximum, taking into account significant improvement in the ratings obtained by agencies such as ISS Oekom, CDP, EcoVadis et Sustainalytics and the awards obtained by Nexans in 2018 for its first integrated report by the Integrated Thinking Awards;

o The success rate of the evolution of the net result is 0% the change in net income being negative on 2018;

o The success rate of the growth of Sales, (in particular ISP and Telecom) is 0% regarding the really low sales.

On these bases, the Board of Directors found that the individual portion totaled EUR 52,500 (of a potential EUR 315,000 maximum, or 16.7% of the maximum amount). Therefore, the total amount of variable compensation as determined by the Board of Directors with respect to 2018 is equal to EUR 52,500, or 6.7% of the maximum amount, it being specified that the payment of the annual variable compensation due to Arnaud Poupart-Lafarge with respect to 2018 is on the condition of the approval by the Shareholders’ Meeting of the 9th Resolution.

Long-term compensation component

EUR 0 Arnaud Poupart-Lafarge did not benefit from a long-term compensation

plan in 2018.

Transition bonus

EUR 0 On March 16, 2018, the Board of Directors decided to grant Arnaud Poupart-Lafarge, for the transitional period, an exceptional transition bonus of up to 700,000 euros gross, based for 40% on a financial criterion, and for 60% upon his performance in accompanying and preparing the transition to his successor. The amount of the bonus could thus vary according to the achievement of one or both of the above criteria, depending on their respective weight. This commitment to pay a transition bonus to Arnaud Poupart-Lafarge was approved by the Shareholders' Meeting of May 17, 2018.

On the proposal of the Appointments, Compensation and Corporate Governance Committee, the Board of Directors on February 13, 2019 noted that the financial objective had not been achieved. The objective concerning the support and preparation of the transition to his successor cannot be considered as achieved. Indeed, the transition was marked by disappointing results and significant operational difficulties, which had a major impact on the Group's priorities and orientations, which had to be reviewed.

As a result, the Board of Directors decided that the amount of the exceptional transition bonus paid to Arnaud Poupart-Lafarge is nil.

Valuation of the benefits of all kinds

EUR 3,114 Arnaud Poupart-Lafarge used a company car.


Arnaud Poupart-Lafarge was not paid any deferred variable compensation or any directors’ fees for the 2018 fiscal year.

In addition, at its meeting dated July 24, 2014, the Board of Directors decided to grant the following items of compensation, approved by the Shareholders’ Meeting dated May 5, 2015, which were in force on December 31, 2018. A detailed description of these items can be found in the 2018 Registration Document, section 2.5.5. entitled 2018 Compensation paid to Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018: Items of Compensation

Amounts or book value of the items of compensation


Supplemental pension plan

EUR 620,430 in cash and 16,800 shares valued for an amount of EUR 475,020

Arnaud Poupart-Lafarge benefited from the defined benefit pension plan (Article 39 of the French General Tax Code) set up by the Group for the benefit of certain employees and corporate officers.

In accordance with the Board of Directors' decision of March 20, 2018, approved by the Shareholders’ Meeting on May 17, 2018, the Board of Directors decided to compensate one part of the loss of rights incurred under the defined benefit pension plan of 4 members of the Company's former Management Board who are no longer beneficiaries of the plan.

In this context, Arnaud Poupart-Lafarge, Chief Executive Officer of the Company until July 3, 2018, received the sum of € 620,430 in cash and an allocation of 16,800 free shares without performance or attendance conditions as compensation for the rights he accumulated under the defined benefit pension plan from which he benefited as Chief Executive Officer. 50% of the number of shares granted will be acquired by Arnaud Poupart-Lafarge on 27 July 2019, 25% of the number of shares granted will be acquired by Arnaud Poupart-Lafarge on July 27, 2020, and 25% of the number of shares granted will be acquired by Arnaud Poupart-Lafarge on July 27, 2021.

Termination indemnity

EUR 0 Arnaud Poupart-Lafarge benefited from a termination indemnity as Chief Executive Officer between October 1, 2014 and July 3, 2018. This indemnity could only be paid in the event of a forced departure linked to a change of control or strategy (the latter condition being presumed unless otherwise decided by the Board of Directors, in particular in the event of serious misconduct), and before the Board of Directors noted compliance with the performance conditions. As a voluntary departure does not constitute a forced departure, the Board of Directors, at its meeting held on July 3, 2018 noted the absence of payment of the termination indemnity to Arnaud Poupart-Lafarge.

Non-compete indemnity

EUR 175,002 Arnaud Poupart-Lafarge had undertaken not to engage, for a period of two years from the end of his term of office as Chief Executive Officer, in any activity in direct or indirect competition with that of the Company, regardless of the cause of the termination of his functions. In return, Arnaud Poupart-Lafarge was to receive an indemnity equal to one year's total compensation (fixed and variable portions), i.e. twelve times the amount of his last monthly compensation (fixed portion) due for the month preceding the month in which the departure occurred, plus an amount equal to the product of the last nominal bonus rate applied to the last monthly compensation (fixed portion) over the same period, paid in the form of 24 equal and successive monthly payments. In accordance with the provisions of Article 23 of the Afep-Medef Code, the Board of Directors decided to implement the non-compete commitment and consequently to pay Arnaud Poupart-Lafarge a non-compete indemnity as from October 1, 2018 for a period of two years, equal to one year's total compensation (fixed and variable portions at nominal rate). This indemnity is for a total amount of 1,400,000 euros. The company paid 175,002 euros in 2018.


Occupational Insurance Schemes and Healthcare

EUR 0 Arnaud Poupart-Lafarge benefits from the collective occupational insurance scheme (covering death, incapacity, disability) and healthcare under the same terms and conditions as Nexans employees. In accordance with the decision of the Board of Directors of March 16, 2018, approved by the Shareholders’ Meeting of May 17, 2018 pursuant to the regulated commitments procedure, Arnaud Poupart-Lafarge benefits from the collective pension plan (death, incapacity, disability and medical expenses) set up for the benefit of the Company's employees for a period of 12 months following the date of termination of his duties.

Unemployment insurance plan

EUR 0 Arnaud Poupart-Lafarge had coverage for loss of employment, acquired from an insurance agency, guaranteeing him, in case of an involuntary loss of professional activity, daily indemnities in the amount of 55% of 1/365th of tranches A, B, and C of his professional income for the fiscal year preceding his departure, applicable for a twelve-month period following the loss of employment. The annual amount paid by the Company in 2018 is EUR 6,393.

Approval of the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds paid or granted, with respect to the 2018 fiscal year, to Christopher Guérin, Chief Executive Officer as from July 4th, 2018 (Resolution 10)

In accordance with the provisions of article L. 225-100 of the French Commercial Code, the 10th Resolution aims to submit to the vote of the Shareholders’ Meeting the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds paid or granted to Christopher Guérin for the 2018 fiscal year, for his duties as Chief Executive Officer as from July 4th, 2018. The shareholders’ vote is therefore requested with respect to the following items of compensation, paid or granted with respect to 2018: fixed, annual variable, performance shares and benefit in kind. These items comply with the recommendations made in the AFEP-MEDEF Code, described in the Company's 2018 Registration document, Section 2.5.4 (2018 Compensation paid to Christopher Guérin, Chief Executive Officer as from July 4th, 2018), and reiterated in the summary table below: Items of Compensation



Fixed compensation

EUR 295,358 On July 3, 2018, the Board of Directors, on the recommendation of the Appointments, Compensation and Corporate Governance Committee, set the fixed compensation of the Chief Executive Officer for 2018 at 600,000 euros, paid pro rata temporis as from July 4, 2018.

Annual variable compensation

EUR 162,462 The variable portion of the compensation for 2018 may vary between 0% and 150% of the fixed portion of the compensation. Collective objectives, which are the same objectives applicable to other senior managers of the Group, count for 60% of the allocation and include four financial objectives, the relative weights of which are: (1) Return On Capital Employed (ROCE): 30% (2) EBITDA/sales ratio: 25%, (3) organic growth of standard sales: 25% and (4) free cash flow: 20%. In strict compliance with the extent of the defined objectives for 2018:

- The success rate for ROCE is 0%

- The success rate for EBITDA/sales ratio is 0%

- The success rate for the organic growth of standard sales is 0%

- The success rate of free cash flow is 0%.

Based on the above, the Board of Directors found that the collective portion of the variable compensation was nil.


Individual objectives account for the remaining 40% of the allocation and are based on specific predetermined objectives. After evaluating their degree of achievement, the Board of Directors has defined as the following:

o The success rate of team mobilization to optimize the Company's performance is 100% of the maximum. Christopher Guérin set up and announced a new management team in December 2018, with a new governance orientation and key principles, each business division having a specific mandate with defined missions and financial objectives.

o The success rate for the implementation of all initiatives necessary to accelerate the Group's transformation is 100% of the maximum. The Equity story was widely disseminated following a diagnosis, a financial stress test and a recommendation from the Board of Directors during the strategic seminar in September 2018. More than 80 managers entirely dedicated to transformation have been hired since September 2018 (preparation of the restructuring plan, audit of the ground high voltage activity, deployment of the Shift program).

o The success rate of the strategic plan deployment (growth and M&A) is 100% of the maximum, taking into account the strategic agreements signed with new customers in the Telecom and Data sector, and orders in the high voltage business.

o The success rate of improving the Group’s CSR profile, in particular as assessed by non-financial rating agencies is 66.7% of the maximum, taking into account significant improvement in the ratings obtained by agencies such as ISS Oekom, CDP, EcoVadis and Sustainalytics and the awards obtained by Nexans in 2018 for its first integrated report by the Integrated Thinking Awards;

On these bases, the Board of Directors found that the individual portion amounted to EUR 162,462 (of a potential EUR 177,231 maximum, or 91.7% of the maximum amount). Therefore, the total amount of variable compensation as determined by the Board of Directors with respect to 2018 is equal to EUR 162,462, or 36.7% of the maximum amount, it being specified that the payment of the annual variable compensation due to Christopher Guérin with respect to 2018 is on the condition of the approval by the Shareholders’ Meeting of the 10th Resolution.

Multi-year variable compensation granted in 2016 as Senior Vice President Europe

EUR 0 Christopher Guérin, in his capacity as employee Vice President Europe before July 4, 2018, received in 2016 a multi-year variable compensation package whose target value for the cash component was set at 25% of his fixed annual salary. The payment of this compensation in March 2019 was subject to conditions of presence and economic performance, which consisted in measuring the level of achievement at the end of 2018 of the two economic indicators of the long-term compensation plan n°16 of May 12, 2016. These economic performance conditions are the same as for performance share grants under this plan. On March 19, 2019, the Board of Directors noted that the economic performance conditions had not been met. As a result, the cash compensation paid to Christopher Guérin is nil.

Stock options, performance shares, or any other long-term compensation component

A maximum number of 14,500 performance shares valued at EUR 264,552

In accordance with the compensation policy for executive corporate officers for 2018, the authorization given by the 22nd resolution of the Annual Shareholders’ Meeting of May 11, 2017, and the decision of the Board of Directors of 3 July 2018, the Board of Directors meeting of July 25, 2018 adopted a long-term compensation plan n°18B, dated July 27, 2018, in the form of a performance share allocation plan for Christopher Guérin, Chief Executive Officer. The Board decided to grant the Chief Executive Officer 14,500 performance shares (representing 4.83% of the maximum total allocation envelope authorized by the Shareholders’ Meeting of 300,000 shares), the definitive acquisition of which is subject to the achievement of two performance conditions of equal importance.


The acquisition of half of the performance shares granted will be subject to a stock market performance condition consisting in measuring Nexans' TSR (total shareholder return) and comparing it to the TSR of a reference panel including the following 11 companies: Alstom, Legrand, Prysmian, Rexel, ABB, Schneider Electric, Saint Gobain, Leoni, NKT Cables, General Electric and Siemens. The Board of Directors may review this panel during the period, in the exceptional case of the disappearance of some of these companies or consolidation between companies. For the period under consideration, the TSR corresponds to the increase in the share price plus the dividend per share. The growth in the share price is assessed by considering the average of the opening prices over the 3 months preceding the grant and the average over the 3 months preceding the end of the performance appraisal period. In addition, the dividend per share is the sum of the dividends paid on a share (Nexans or the panel) during the 3-year performance appraisal period.

The TSR thus obtained will be compared to the one calculated over the same period on the comparison panel, and will result in a ranking between Nexans and the companies in the panel.

Depending on the levels of performance that will be recorded at the end of the vesting period expiring on July 27, 2022, the number of shares that will be definitively acquired by the Chief Executive Officer may vary between 0 and a maximum of 14,500 shares, in accordance with the following scales:

Performance achieved by Nexans relative to the Panel’s

TSR

Percentage of the definitively vested shares with respect to this

condition

1st ou 2nd row 100%

3rd row 90%

4th row 80%

5th row 70%

6th row 60%

7th row 50%

< 7th row 0%

The additional half of the performance shares granted will be subject to an economic performance condition applied to 50% of the shares granted and consisting of measuring the company's value creation (Simplified Economic Added Value) - corresponding to the excess value created in relation to the average cost of capital - at the end of 2020. The Simplified Economic Added Value will be calculated as follows: operating margin - 10% of capital employed(1). In the event of a significant acquisition, the Board may decide to restate the operating margin and capital employed

to take into account the impact of the acquisition.

Level of the Group Simplified Economic Value Added at

year-end 2020

Percentage of the definitively vested shares with respect to this

condition

≥ 100 M€ 100%

≥ 90 M€ and < 100 M€ 90%

≥ 80 M€ and 90 M€ 80%

≥ 70 M€ and < 80 M€ 70%

≥ 60 M€ and < 70 M€ 60%

≥ 50 M€ and < 60 M€ 50%

< 50 M€ 0

In accordance with the Group's long-term compensation policy, no stock options were granted to Christopher Guérin during the 2018 fiscal year.

Valuation of the benefits of all kinds

EUR 1,360 Christopher Guérin used a company car.

(1) The capital employed by Nexans at the end of the year is the sum of goodwill, property, plant and equipment, intangible assets and operating working capital requirements presented in the end of year financial statements.

Christopher Guérin was not paid any deferred variable compensation, any exceptional compensation, or any directors’ fees for the 2018 fiscal year.


In addition, the following compensation elements decided by the Board of Directors on July 3, 2018 and submitted to this Shareholders’ Meeting for approval (Resolutions 13 and 14). A detailed description of these items can be found in the 2018 Registration Document, section 2.5.4. entitled 2018 Compensation paid to Christopher Guérin, Chief Executive Officer as from July 4th, 2018. Items of Compensation

Amounts or book value of the items of compensation


Termination indemnity

EUR 0 Christopher Guérin has been entitled to a termination indemnity as Chief Executive Officer since July 4, 2018. The severance payment could only be made in the event of a forced departure linked to a change of control or strategy, this condition being presumed to have been met unless the Board of Directors decides otherwise or finds that there has been serious misconduct; a forced departure, which may take the form of dismissal by the Board of Directors, at any time, as Chief Executive Officer; and before the Board of Directors finds, in accordance with the provisions of Article L. 225-42-1 of the French Commercial Code, that the performance conditions have been achieved when or after the effective termination or change in the functions of the Chief Executive Officer.

No compensation will be due in the following cases: (i) if Christopher Guérin leaves the Company at his own initiative, (ii) if he exercises his retirement rights, (iii) or if he changes his position within the Group.

The severance payment would be equal to 2 years' total compensation (fixed and variable portions), i.e. 24 times the amount of the last basic monthly compensation (fixed portion) due for the month preceding the month in which the departure occurs, plus an amount equal to the product of the last nominal

bonus rate applied to the last basic monthly compensation (fixed portion).

The payment of the indemnity would be subject to the performance condition that the collective and individual objectives of the target annual variable compensation be achieved at an overall rate of at least 60% on average over the three financial years preceding the date of forced departure.

In the event that the forced departure occurs without 3 fiscal years having elapsed since taking office, i.e. before the end of 2020, the indemnity would be equal to 1 year of the total compensation (fixed and variable portions) and the performance condition would be assessed only over the years actually

completed (one or two years).

In accordance with the compensation policy for executive corporate officers, the termination indemnity may not exceed two years' actual compensation

(fixed and variable).

Non-compete indemnity

EUR 0 Christopher Guérin undertakes not to engage, for a period of two years from the termination of his term of office as Chief Executive Officer, for any reason, directly or indirectly, in an activity in competition with that of the Company.

In return for this non-compete agreement, Christopher Guérin will receive an indemnity equal to one year's total compensation (fixed and variable portions), i.e. twelve times the amount of the last monthly compensation (fixed portion) due for the month preceding the month in which the departure occurs, plus an amount equal to the product of the last nominal bonus rate applied to the last monthly compensation (fixed portion), paid in the form of 24 equal and successive monthly payments due for the month preceding that in which the departure occurs. The Board of Directors may decide to impose a non-compete obligation on Christopher Guérin as Chief Executive Officer for a period shorter than two years.

In such a case, the non-compete indemnity would be reduced on a pro rata temporis basis.

In accordance with the provisions of Article 23.3 of the AFEP-MEDEF Code in its June 2018 version, the Board of Directors will decide whether or not to apply the non-compete agreement in the event of Christopher Guérin's departure and may waive it (in which case the compensation will not be due).

In addition, in accordance with the provisions of article 23.4 of the AFEP-MEDEF Code, the payment of the non-compete indemnity will be excluded as soon as Christopher Guérin asserts his pension rights.


Occupational Insurance Schemes and Healthcare

EUR 0 Christopher Guérin benefits from the collective occupational insurance scheme (covering death, incapacity, disability) and healthcare under the same terms and conditions as Nexans employees.

Unemployment insurance plan

EUR 0 Christopher Guérin has coverage for loss of employment, acquired from an insurance agency, guaranteeing him, in case of an involuntary loss of professional activity, daily indemnities in the amount of 55% of 1/365th of tranches A, B, and C of his professional income for the fiscal year preceding his departure, applicable for a twelve-month period following the loss of employment.

Supplemental pension plan

EUR 0 On July 3, 2018, the Board of Directors confirmed that Christopher Guérin, in his capacity as Chief Executive Officer, was entitled to benefit from the defined contribution pension plan for certain employees and corporate officers, which was set up as from September 1, 2018. The amount of the annual contribution used to finance this defined contribution pension plan is exclusively borne by the Company and is equal to 20% of the reference compensation defined as the fixed and variable portions of the Chief Executive Officer's actual annual compensation. The amount of contributions for the company is 118,154 euros in 2018.

On July 3, 2018, Christopher Guérin also received EUR 272,492 in cash as partial compensation for the rights he had accrued under the defined benefit pension plan from which he benefited as an employee and member of the former Management Board. The Board of Directors also decided to grant him a total of 7,461 free shares without performance or attendance conditions as partial compensation for the rights he had accrued under the defined benefit pension plan from which he benefited as an employee and member of the former Management Board. The valuation of these shares made at the time of the allocation using the Monte-Carlo method is EUR 210,978.

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, BREAKDOWN AND ALLOCATION OF FIXED, VARIABLE, AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS TO BE

GRANTED TO EXECUTIVE DIRECTORS (RESOLUTIONS 11 AND 12)

In accordance with the provisions of Article L. 225-37-2 of the French Commercial Code, shareholders are invited to approve the principles and the criteria for the determination, breakdown and allocation of fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds granted to executive directors of Nexansfor the 2019 fiscal year. The 11th Resolution concerns the compensation policy applicable to the Chairman of the Board of Directors, which includes a fixed amount and no other item of compensation or benefit of any kind. In order to suggest a compensation structure for the Chairman of the Board of Directors, the Appointments, Compensation, and Corporate Governance Committee relied on the studies of external consultants disclosing the market practices of comparable companies. It also takes into account the specific duties assigned to the Chairman of the Board, as they are described in the Internal Regulations available at www.nexans.com. The 12th Resolution concerns the compensation policy applicable to the Chief Executive Officer, which includes fixed and variable components, and long-term compensation in the form of performance shares and benefit in kind (company car). In addition, the Chief Executive Officer benefits from commitments authorized by the Board of Directors and subject to the approval of the Annual Shareholders’ Meeting to be held on May 15, 2019 in accordance with the provisions of Articles L.225-38 and seq. of the French Commercial Code or L. 225-42-1 of the French Commercial Code: termination indemnity, non-compete indemnity, a supplemental defined contribution pension plan, and an occupational and disability insurance scheme. The Appointments, Compensation, and Corporate Governance Committee proposes to the Board of Directors the compensation to be paid to the Chief Executive Officer, while ensuring that the rules for determining such compensation are consistent with the company's performance. It takes into account all business issues (strategic, financial, social, societal and environmental), the interests of shareholders and other stakeholders and the changes in the AFEP-MEDEF Code.


In order to establish the structure of this compensation, the Committee relies on the examination of the

positioning of the Chief Executive Officer’s compensation by comparing it to the median of a panel of 12

French and International companies comparable to Nexans (Alstom, BIC, Essilor, Imerys, Ingenico,

Legrand, Rexel, SEB, SPIE, Thales, Valeo, Vallourec).

It ensures that each of the items included in the compensation is not disproportionate and reviews the

overall compensation by taking into account all of its components: fixed compensation, variable annual

compensation, long term compensation plan in the form of shares, supplemental pension plan, and benefits

of all kinds.

All of the elements relating to the compensation policy of the company officers as discussed in the 11th and 12th resolutions are described in the corporate governance report included in section 2.5.2 of the 2018 Registration Document. APPROVAL OF THE REGULATED AGREEMENTS (RESOLUTIONS 13 TO 16)

The 13th and 14th Resolutions concern the approval, pursuant to Article L. 225-42-1 of the Commercial code, of the so-called “regulated” commitments entered into during the 2018 fiscal year, to the benefit of Christopher Guérin, which is reflected in the Statutory Auditors’ Special Report presented to this Shareholders’ Meeting. The 15th Resolution concerns the approval, pursuant to Article L. 224-40 of the French Commercial Code, of the so-called “regulated” agreements entered into during the 2018 fiscal year with Arnaud Poupart-Lafarge, which is reflected in the Statutory Auditors’ Special Report presented to this Shareholders’ Meeting. The 16th Resolution concern the approval, pursuant to Article L. 224-40 of the French Commercial Code, of the so-called “regulated” agreements concluded during the 2018 fiscal year with Natixis, which are reflected in the Statutory Auditors’ Special Report presented to this Shareholders’ Meeting. The Statutory Auditors’ Report also mentions regulated agreements and commitments approved at previous Shareholders’ meetings and which have continued to be executed in 2018. In accordance with the law, only new agreements not yet approved by the shareholders are submitted for your approval at this meeting. In order to allow shareholders to decide separately on these agreements and commitments entered into in 2018, the Board of Directors decided to put four separate resolutions to vote. TERMINATION AND NON-COMPETE INDEMNITIES FOR CHRISTOPHER GUÉRIN (RESOLUTION 13)

On July 3, 2018, the Board of Directors granted Christopher Guérin as Chief Executive Officer as from July 4, 2018 (i) a termination indemnity and (ii) a non-compete indemnity. The termination indemnity could only be paid in the event of a forced departure linked to a change of control or strategy, this condition being presumed to have been met unless the Board of Directors decides otherwise or finds that there has been serious misconduct; a forced departure, which may take the form of dismissal by the Board of Directors, at any time, as Chief Executive Officer; and before the Board of Directors finds, in accordance with the provisions of Article L. 225-42-1 of the French Commercial Code, that the performance conditions have been complied with when or after the effective termination or change in the functions of the Chief Executive Officer. No compensation will be due in the following cases: (i) if Christopher Guérin leaves the Company at his own initiative, (ii) if he exercises his retirement rights, (iii) or if he changes his position within the Group. The termination indemnity would be equal to 2 years' total compensation (fixed and variable portions), i.e. 24 times the amount of the last basic monthly compensation (fixed portion) due for the month preceding the month in which the departure occurs, plus an amount equal to the product of the last nominal bonus rate applied to the last basic monthly compensation (fixed portion).


The payment of the indemnity would be subject to the performance condition that the collective and individual objectives of the target annual variable compensation be achieved at an overall rate of at least 60% on average over the three financial years preceding the date of forced departure. In the event that the forced departure occurs without 3 fiscal years having elapsed since taking office, i.e. before the end of 2020, the indemnity would be equal to 1 year of the total compensation (fixed and variable portions) and the performance condition would be assessed only over the years actually completed (one or two years). With regard to the non-compete indemnity, Christopher Guérin undertakes not to engage, for a period of two years from the termination of his term of office as Chief Executive Officer, regardless of the cause, directly or indirectly, in an activity competing with that of the Company. In return, Christopher Guérin will receive an indemnity equal to one year's total compensation (fixed and variable portions), i.e. twelve times the amount of the last monthly compensation (fixed portion) due for the month preceding the month in which the departure occurs, plus an amount equal to the product of the last nominal bonus rate applied to the last monthly compensation (fixed portion), paid in the form of 24 equal and successive monthly payments. In accordance with the provisions of Article 23.3 of the AFEP-MEDEF Code, the Board of Directors will decide whether or not to apply the non-compete agreement in the event of Christopher Guérin's departure and may waive it (in which case the compensation will not be due). In addition, in accordance with the provisions of article 23.4 of the AFEP-MEDEF Code, the payment of the non-compete indemnity will be excluded as soon as Christopher Guérin asserts his pension rights. Finally, and still in accordance with article 23.6 of the AFEP-MEDEF Code, all termination and non-compete payments may not exceed two years' actual compensation (fixed and variable). PENSION AND HEALTH PLANS AND UNEMPLOYMENT INSURANCE PLAN TO THE BENEFIT OF CHRISTOPHER GUÉRIN

(RESOLUTION 14)

On July 3, 2018, the Board of Directors granted Christopher Guérin, in his capacity as Chief Executive Officer, the benefit of a supplementary defined contribution pension plan set up for certain employees and corporate officers, as from September 1, 2018. The amount of the annual contribution used to finance this defined contribution pension plan is exclusively borne by the Company and is equal to 20% of the reference compensation defined as the fixed and variable portions of the Chief Executive Officer's actual annual compensation. The Board of Directors also granted Christopher Guérin, as part of his term of office as Chief Executive Officer as from July 4, 2018, the benefit of the collective provident scheme (death, incapacity, disability, medical expenses) set up by the Company and a scheme to cover the risk of loss of employment underwritten by an insurance company, guaranteeing him, in the event of involuntary loss of professional activity, daily allowances of 55% of the 365th part of tranches A, B, and C of his professional income for the financial year preceding his departure, for a period of twelve months after the loss of employment. FIXED-TERM EMPLOYMENT CONTRACT ENTERED INTO WITH ARNAUD POUPART-LAFARGE (RESOLUTION 15)

At the Board of Directors' meeting of March 16, 2018, the Board of Directors took note of Arnaud Poupart-Large's desire to resign as soon as possible from his position as Chief Executive Officer for personal reasons. The Board of Directors, considering that it was in the Company's best interest to ensure a transition period, asked Arnaud Poupart-Large to remain in office until September 30, 2018 in order to allow for an optimal transfer of powers. Arnaud Poupart-Lafarge has agreed to take on this mission. At its meeting of July 3, 2018, the Board of Directors decided to appoint Christopher Guérin as Chief Executive Officer. Under these conditions, Arnaud Poupart-Lafarge has agreed to bring forward the effective date of his resignation as Chief Executive Officer to July 3, 2018.


The Board of Directors decided that it was in the Company's best interest for Arnaud Poupart-Lafarge to remain at the Company's disposal during the transition period until September 30, 2018, in accordance with the commitments made on March 16, 2018. Under these circumstances, the Board of Directors authorized the Company to enter into a fixed-term employment contract with Arnaud Poupart-Lafarge until September 30, 2018. Arnaud Poupart-Lafarge served as Advisor to the Chief Executive Officer and provided expertise and assistance to the new Chief Executive Officer until September 30, 2018. This fixed-term employment contract, at the minimum wage is provided for in the collective agreement. The total amount of the salary paid to Arnaud Poupart-Lafarge from July 4, 2018 to September 30, 2018 is EUR 6,192. REGULATED AGREEMENTS WITH NATIXIS: AMENDMENT TO THE REVOLVING CREDIT FACILITY AND PLACEMENT

AGENT AGREEMENT (RESOLUTION 16)

Anne Lebel, Director of Nexans, is Head of Human Resources and a member of the Executive Management Committee of Natixis. Two contracts were authorized and entered into in 2018 by Nexans with Natixis. On November 7, 2018, the Board of Directors authorized the conclusion, as a regulated agreement, of an amendment to the revolving credit facility dated December 14, 2015 entered into between the Company and Nexans Services on the one hand and 11 French and foreign banks on the other hand, relating to the provision of a 600 million euros credit facility. The Board of Directors also authorized the Company to sign a new autonomous guarantee for the benefit of the lenders. Nexans wanted to allow the introduction of a swingline facility for a maximum total amount of 200,000,000 euros, without increasing the total principal amount of the contract, the replacement of Nexans Services as borrower by Nexans Financial and Trading Services, and the extension of the maturity by 5 years, i.e. until December 2023. The principle, content and terms of the amendment and guarantee were reviewed by the Board of Directors without Anne Lebel being present. The Board of Directors noted the Company's interest in entering into the guarantee and amendment with Natixis before authorizing its conclusion. As lender, Natixis receives the same remuneration for its commitment as the other 10 lenders under the revolving credit facility agreement. During the 2018 financial year, the Company paid Natixis a commission of EUR 101,250. Nexans has also set up a short-term negotiable debt securities program (Neu CP) for a maximum amount of 400,000,000 euros. The issues are mainly placed by several banks acting as underwriters. The Neu CPs are domiciled with a domiciliary agent. On November 7, 2018, the Board of Directors authorized the Company to sign a placement agent agreement with Natixis. The principle, content and terms of this contract were reviewed by the Board of Directors without Anne Lebel being present. The Board of Directors noted the Company's interest in entering into the placement agent agreement with Natixis before authorizing its conclusion. No payments were made to Natixis under this contract during the 2018 fiscal year. AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS INVOLVING

COMPANY SHARES (RESOLUTION 17)

We propose that you renew, under substantially similar conditions, the authorization granted by the Shareholders' Meeting dated May 17, 2018 (Resolution 18), which is set to expire at the end of this Shareholders' Meeting, in order to ensure that the Company can buy back its own shares at any time. This authorization would expire in eighteen months as from the date of your Shareholders’ Meeting. The Board of Directors, at its meeting dated July 7, 2017, decided to implement a Company share buyback plan, under the conditions of Article 5 of European Regulation No 2014/596 of April 16, 2014 on market abuse (the “MAR”), for a total maximum of 300,000 shares and a total maximum amount of EUR 21 million.


The Board of Directors, at its meeting dated May 17, 2018, decided to implement a Company share buyback plan, under the conditions of Article 5 of European Regulation No 2014/596 of April 16, 2014 on market abuse (the “MAR”), for a total maximum of 100,000 shares and a total maximum amount of EUR 7 million. The Board of Directors, at its meeting dated June 16, 2018, decided to implement a Company share buyback plan, under the conditions of Article 5 of European Regulation No 2014/596 of April 16, 2014 on market abuse (the “MAR”), for a total maximum of 400,000 shares and a total maximum amount of EUR 14.8 million. In 2018, the Company repurchased 702,336 shares at a weighted average price of EUR 33.4947 per share, which amounted to a total price of EUR 23.6 million among which 400,000 shares were allocated to cancellation and 302,336 shares were allocated to cover performance share and free share allocation plans. The Company has not used derivatives. As of December 31, 2018, the Company directly held 234,324 shares with a value of EUR 1 (representing approximately 0.54% of the share capital, the value of which was evaluated at EUR 7.8 million at the time of purchase). In the context of the authorization subject to your approval under the terms of the 17th Resolution, it is proposed that you authorize the Board of Directors, with the authority to sub-delegate, to purchase or order for the purchase of Company shares, in order to conduct the following transactions: allocating free shares to eligible employees and corporate officers in the context of, in particular, the provisions of articles L. 225-197-1 et seq. of the French Commercial Code (refer to the section below entitled “Grants of performance shares and free shares” for further information); implementing any Company stock option plan or similar plan; allocating or selling shares to employees as part of their profit sharing in the growth of the Company and pursuant to any corporate employee savings plans or employee shareholding plan, as well as carrying out any hedging transaction related to the aforementioned employee shareholding plans; and generally, meeting any obligations associated with stock option plans or other share plans benefiting the employees or the corporate officers of the Company or of a related company; cancelling some or all of the shares resulting from a buyback; stimulating the secondary market of the Nexans share through an investment services provider pursuant to the terms of a liquidity contract;, the delivery of shares upon exercise of the rights attached to securities granting access to the share capital, or the delivery of shares in the context of external growth transactions within a limit not to exceed 5% of the share capital. Share buybacks carried out by the Company could relate to a number of shares, such that:

- as of the date of each share buyback, the aggregate number of shares purchased by the Company since the beginning of the share buybacks plan (including the shares subject to the buyback in question) does not exceed 10% of the aggregate number of shares comprising the Company's share capital as of that date, it being specified that whenever the purpose of the buyback is to improve liquidity under the conditions defined in the AMF’s General Regulations, the number of shares taken into account for the calculation of the aforementioned 10% threshold will correspond to the number of shares purchased, after deducting the number of shares resold during the effective term of the authorization;

- the number of shares held by the Company at any given time does not exceed 10% of the aggregate number of shares comprising the share capital of the Company on the date in question.

Shares may be bought, sold, exchanged, or transferred at any time, within the limits authorized under legal and regulatory provisions in force, and by any means, with the exception of financial derivatives, whether via a regulated market or off-market (including by acquiring or selling blocks of shares). The maximum purchase price for the shares of the Company would be equal to EUR 60 per share (excluding acquisition costs). The aggregate amount allocated for the purpose of the share buyback plan cannot exceed EUR 100 million. However, in the event that a third party initiates a takeover for the securities of the Company, the Board of Directors cannot decide to implement this resolution during the offer period unless the Shareholders’ Meeting grants its prior approval.


EXTRAORDINARY SHAREHOLDERS' MEETING

It should be noted that the Company completed the following transactions in 2018 by using the delegations granted by the Shareholders' Meetings held on May 11, 2017 and May 17, 2018:

November 22, 2017 ACT 2018 International Share Ownership Plan On November 22, 2017, the Board of Directors authorized the launch in the first half of 2018 of an international employee shareholding transaction through a capital increase reserved for Group employees of up to 400,000 new shares and an issue of 100,000 additional new shares reserved for the structuring bank. The capital increase took place on July 18, 2018 with the issue of 396,832 shares reserved for members of the company savings plan and 99,645 shares to a financial institution for the benefit of employees in certain countries (Chile, China, South Korea, United States, Greece, Italy, Sweden) to enable them to participate via an alternative stock appreciation rights system.

March 13, 2018 Long-Term Compensation plan: grants of performance shares and free shares The Board of Directors implemented the Group’s long-term compensation policy by adopting Long-term Compensation Plan No. 18, providing for the grant of 166,900 performance shares of the 330,000 performance shares authorized by the May 11, 2017 General Shareholders’ Meeting, and 44,200 free shares of the 50,000 authorized by the General Shareholders’ Meeting of May 11, 2017.

July 25, 2018 Cancellation of treasury shares The Board of Directors authorized the cancellation of 400,000 treasury shares.

July 25, 2018 Long-term compensation plan: grant of performance shares The Board of Directors has implemented the Group's long-term compensation policy by adopting long-term compensation plan No.18B, and by granting 14,500 performance shares to Christopher Guérin as Chief Executive Officer out of the 36,000 shares authorized by the Shareholder’s Meeting of May 17, 2018.

July 25, 2018 Allocation of free shares as partial compensation for the rights accrued under the supplementary defined benefit and forfeited pension plan. The Board of Director decided to grant 39,717 free shares with no attendance or performance conditions to members of the former Management Board who no longer benefit from the supplementary defined benefit pension plan out of the 40,000 shares authorized by the Shareholders’ Meeting of May 17, 2018.

AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF REDUCING THE COMPANY’S

SHARE CAPITAL VIA THE CANCELLATION OF OWN SHARES (RESOLUTION 18)

Along with Resolution 18 authorizing the Board of Directors to purchase, or order the purchase of Company

shares in order to, in particular, cancel some or all of the shares resulting from said buyback, it is proposed

that you renew the authorization granted by the Extraordinary Shareholders’ Meeting of May 17, 2018

(Resolution 19) to the Board of Directors, to cancel some or all of the shares of the Company the latter

might or could purchase pursuant to any share buyback plan authorized by the Shareholders' Meeting,

under the conditions set forth in articles L. 225-209 et seq. of the French Commercial Code, capped at 10%

of the shares comprising the share capital of the Company. This authorization would be granted for a period

of eighteen months from the date of this Meeting.

In 2018, 400,000 shares of the Company were cancelled by decision of the Board of Directors on July 25,

2018.


DELEGATIONS OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

(RESOLUTIONS 19 TO 24)

Like many issuers in France, your Board of Directors wishes to have a certain flexibility in the choice of

possible issues and to be able to quickly and flexibly raise the financial resources necessary for the Group's

development and transformation.

Your Board of Directors has decided, with respect to all the share capital increase delegations (excluding

those pertaining to employee shareholding - resolutions 25 and 26 and those authorizing the grant of free

shares - resolutions 27 and 28), to provide for a return to the Board of Directors’ neutrality principle at the

time of takeover. Therefore, all of these delegations cannot be used by the Board of Directors at the time of

a takeover.

The Board of Directors submits the following resolutions for your vote under the conditions and within the

limits presented in the summary table and the developments discussed thereafter. The term of the

proposed delegations is twenty-six months from the date of the General Shareholders’ Meeting (with

the exception of the 25th, 26th resolutions proposed for a period of eighteen months and the 27th and 28th

resolutions proposed for a period of twelve months).

These resolutions can be split up into two major categories: those that would give rise to share capital

increases with shareholders’ preferential subscription rights and those that would give rise to share capital

increases without shareholders’ preferential subscription rights.

Any share capital increase in cash grants shareholders a “preferential subscription right,” which is

detachable and transferable for the duration of the subscription period: each shareholder has the right to

subscribe, for at least 5 trading days as from the beginning of the subscription period, a number of new

shares proportional to his or her equity interest in the share capital. The Board of Directors would set the

issue price of the securities in the best interests of the Company and its shareholders, taking into account

all the factors imposed by law and financial market rules.

For some of these resolutions, your Board of Directors must ask that you grant it the ability to cancel this

preferential subscription right in order to carry out public offers or private investments in the meaning of

Article L. 411-2 II of the French Monetary and Financial Code, for the benefit of persons providing portfolio

management investment services on behalf of third parties, qualified investors, and/or a restricted group of

investors, provided these investors act on their own behalf. Indeed, based on market conditions, the type of

investors concerned by the issuance, and the type of securities issued, it is necessary to cancel the

preferential subscription right to carry out a securities investment in the best possible conditions, particularly

when the speed of the transactions constitutes an essential condition for their success, or when the

issuances are carried out on foreign financial markets. Such cancellation can secure a larger amount of

capital due to more favorable issuance conditions. In accordance with legal and regulatory provisions, the

issue price without preferential subscription rights must be at least equal to the weighted average price of

the shares during the three trading days preceding the date on which the price is set, minus, as the case

may be, a maximum 5% discount price, after correcting the difference, if any, in benefit entitlement date

(jouissance), guaranteeing reference to market conditions.

Lastly, the law also allows for the cancellation of the preferential subscription right in the following cases: in

particular, the vote on delegations authorizing your Board of Directors to implement discretionary profit

sharing schemes (intéressement) for employees via the development of employee shareholding such as

the issuance of shares reserved for members of savings plans and an issuance associated with an

employee shareholding mechanism (25th and 26th resolutions). The resolutions authorizing the grant of

performance shares (27th resolution) and free shares (28th resolution) imply, as per the law, shareholders’

express waiver of their preferential subscription right in favor of the beneficiaries of these grants.


The table below summarizes the financial authorizations proposals submitted to the General Shareholders' Meeting of

May 15, 2019:

Resolutions proposed to General

Shareholders’ Meeting dated May 15, 20198

Ceilings per

resolution (par

value)9

Subceilings shared

by several

resolutions (par

value)

Ceilings shared by

several resolutions

(par value)

Aggregate ceiling (par

value)

Share capital increase with and without preferential subscription rights

Issuance of ordinary shares or securities (French

ORAs, OBSAs, OCEANEs, ABSAs, ABSOs,

ABSARs…) with preferential subscription rights (R19)

and with a possible over-allocation option (R23)

€ 14,000,000, or

14,000,000 shares

(≈ 32% of the share

capital)

Debt securities =

€ 350,000,000

-

€ 14,000,000, or

14,000,000 shares


capital) € 14,000,000 or 14,000,000

shares

Debt securities granting

rights to equity securities :

€ 350,000,000

Issuance of ordinary shares via the capitalization of

premiums, reserves, or profits, or any other sum, the

capitalization of which is authorized (R20)

€ 14,000,000, or

14,000,000 shares


capital)

-

Issuance of ordinary shares or securities (French

ORAs, OBSAs, OCEANEs…) without preferential

subscription rights via a public offering (R21) with a

possible over-allocation option (R23), or an issuance of

shares or securities representing debt and granting

rights to equity securities (French ORAs, OBSAs,

OCEANEs…) via a private investment (R22) with a

possible over-allocation option (R23)

€ 4,360,000, or

4,360,000

shares

(< 10 % of the share

capital)

Debt securities =

€ 350,000,000

€ 4,360,000, or

4,360,000 shares


capital)

Issuance of ordinary shares and securities granting

rights to equity securities in consideration of tendered

securities: as a method of payment for acquisitions

(R24)

€ 4,360,000, or

4,360,000

shares


capital)

Employee Profit-sharing Schemes (Intéressement)

Issuance of ordinary shares or securities granting rights

to equity securities and reserved for employees who

are members of company savings plans (R25).

Authorization for 18 months

€ 400,000 or 400,000

shares

- In the event that the above delegation is used, an

issuance of ordinary shares or securities granting rights

to equity securities for the benefit of a credit institution

for the purpose of implementing an SAR (stock

appreciation right) type alternate formula, in favor of

certain foreign employees (Chile, China, South Korea,

United-States, Greece, Italy, Japan, Sweden) (R26)

Authorization for 18 months

€100,000,

100 000 shares

Grant of performance shares to corporate officers and

key managers in 2020 - LTIP n°20 – Authorization

granted for a twelve-month period as from January 1st,

2020 (R27)

300,000 shares

- - Grant of free shares to certain high-potential executives

and/or exceptional contributors without performance

conditions in 2020 - LTIP n°20 – Authorization to be

granted for a twelve-month period as from January 1st,

2020 (R28)

50,000 shares

8 The abbreviation “R...” indicates the number of the resolution submitted to the General Shareholders’ Meeting dated May 15, 2019 9 The maximum number of shares that could potentially be issued corresponds to the maximum par value of the share capital increases that could potentially be carried out insofar as the par value of a Company share is equal to one Euro


It is important to note that the nominal amount of the capital increases that could be carried out pursuant to

the delegations of authority conferred by resolutions 19 to 24 would be capped at €14 million overall (i.e.

approximately 32% of the share capital as at February 28, 2019).

Over-allocation option (Resolution 23)

This delegation would enable the Board of Directors, in the event of excess subscription requests, to

increase the number of securities to be issued at the same price as that retained for the initial issuance

carried out by virtue of the 19th, 21st and 22nd resolutions of this Shareholders’ Meeting, within the limits of

the ceilings set for the issuances under the terms of these resolutions, as well as within the time frame and

limits set forth under applicable regulations as at the issuance date (or, currently, within thirty days of the

close of the subscription period and within a limit not to exceed 15% of the initial issuance).

Considering, in particular, the volatility of current market conditions, the Board of Directors believes that this

delegation allows for the exercise of over-allocation options, a common mechanism compliant with market

practices.

Share capital increase in remuneration for in kind contributions (Resolution 24)

This delegation enables the Board of Directors to issue ordinary shares or securities granting rights to

Company equity securities to be issued, within the limit of a par value of € 4,360,000 (or at least 10% of the

share capital), in consideration of contributions in kind granted to the Company and concerning shares or

securities granting rights to equity securities. It is hereby specified that the conditions for compensating

such contribution would be subject, in accordance with legal provisions, to a Special Report prepared by

the Securities Auditors (Commissaires aux Apports), appointed by order of the President of the Commercial

Court.

EMPLOYEE SHAREHOLDING (RESOLUTIONS 25 AND 26)

Share capital increase reserved for employees (Resolution 25)

The purpose of this proposal is to renew, under the same terms, the delegation granted to the Board of

Directors by the Shareholders' Meeting of May 11, 2017 in order to enable the completion of a potential

employee shareholding plan. As such, the Board of Directors could carry out a share capital increase

reserved for members of a Group company savings plan up to a nominal limit of 400,000 euros,

representing a maximum number of 400,000 ordinary shares.

This resolution is intended to enable your Board of Directors to offer Group employees in France and

abroad the opportunity to subscribe to shares or equity securities giving access to the Company's share

capital to be issued, in order to involve employees more closely in the Group's development. All capital

increases that may be carried out pursuant to this resolution must necessarily be accompanied by the

cancellation of shareholders' preferential subscription rights.

The issue price of the new shares or securities granting rights to equity securities would be determined

under the conditions set forth in Article L. 3332-19 of the French Labor Code and would at least be equal to

the maximum discount provided for by law on the day of the Board of Directors' decision (the "Reference

Price").

Since 2002, the Company's practice has been to implement an employee shareholding plan every two

years, it being specified that the last employee shareholding plan was implemented on July 18, 2018.

Share capital increase reserved for a category of beneficiaries in the context of an employee

shareholding plan (Resolution 26)

This delegation is intended to enable the Board of Directors to decide to carry out a share capital increase

of a maximum par value of 100,000 euros for the benefit of any credit institution (or subsidiary of such


institution) acting at Nexans' request for the implementation, in favor of certain foreign employees10, of an

alternative offer presenting an economic profile comparable to the employee shareholding plan that

could potentially be put in place in the context of a share capital increase reserved for employees pursuant

to the terms of the 25th resolution.

The alternative offer could consist in allocating to the employees concerned, in proportion to the shares in

the FCPE or subscribed shares, a right to receive, at expiration, a stock appreciation right, such formula

being commonly used in this type of transaction.

Indeed, in some countries, the applicable legal and/or tax regulations could make it difficult or untimely to

implement employee shareholding plans formulae including a structured offer of FCPE units pursuant to the

terms of the 25th resolution. The implementation of alternative formulae, for the benefit of certain foreign

employees could therefore prove desirable, as was the case during the Group's previous employee

shareholding plan carried out by the Group. As a matter of fact, the implementation of these alternative

formulas could make it necessary to complete a share capital increase reserved for a financial

institution participating in the structuring of the operation with the same discount as that granted to

employees, thereby justifying the cancellation of shareholders' preferential subscription rights.

Therefore, you are asked, under the conditions set forth in Article L. 225-138 of the French Commercial Code, to delegate authority to the Board of Directors, with the ability to sub delegate under the conditions permitted by law, for the purpose of carrying out a share capital increase via the issuance of new ordinary shares reserved for any financial institution acting at Nexans’ request to offer certain foreign employees alternate formulae than those offered in the context of the structured offer of FCPE units to French residents who are members of a savings plan. The issuance price of the shares pursuant to the terms of this delegation should be equal to the reference price retained in the context of the delegation granted by virtue of the 20th Resolution of this Shareholders’ Meeting, provided it is adopted, minus a discount. This delegation includes the cancellation of shareholders’ preferential subscription rights in favor of the above-described category of beneficiaries for the reasons presented above. GRANTS OF PERFORMANCE SHARES AND FREE SHARES (RESOLUTIONS 27 AND 28)

Nexans’ long-term compensation policy is part of an overall strategy to enhance employee loyalty and motivation, to remain competitive relative to market practices. The Group’s long-term compensation policy is adapted depending on the people involved.

- the Chief Executive Officer will only be granted performance shares (potentially available in 4 years with respect to previous plans), the number of which shall be determined by taking into account all of the items comprising of his or her compensation;

- the main senior management executives are granted performance shares linked to medium-term conditional compensation;

- a broader population of management executives will receive medium-term conditional compensation.

In the previous plans, all of these medium and long-term compensation are linked to the Group’s economic indicators and the vesting of the performance shares is linked to the satisfaction of a stock market condition consisting in measuring the TSR (total shareholder return) of Nexans and comparing it to the TSR of a reference panel.

In accordance with Article L. 225-197-1 of the French Commercial Code, the Board of Directors requests the Shareholders' Meeting to authorize it to grant for the benefit of members of personnel it shall select from among the employees and, eventually, to the corporate officers of the Company and companies or groups of companies related to it under the conditions set forth in Article L. 225-180 of the French Commercial Code, a maximum number of 300,000 performance shares, i.e. around 0.69% of the share capital at 31 December 2018, and within the legal limit of 10% of the share capital at the date of their grant (Resolution 27) and a maximum number of 50,000 free shares without performance conditions, i.e. around 0.11% of the share capital at 31 December 2018, and within the legal limit of 10% of the share capital at the date of their grant (Resolution 28). Pursuant to the law, the adoption of these resolutions shall imply shareholders’ express waiver of their preferential subscription rights in favor of the beneficiaries of these grants.

10 Meaning the beneficiaries eligible for the employee share ownership plan employed in Group companies whose registered office is located in the following countries: Chile, China, South Korea, United States, Greece, Italy, Japan, Sweden.


The maximum dilutive impact of the grants that would be carried out by virtue of resolutions 27 and 28 in 2020 would amount to 0.8% of the share capital as of December 31, 2018. The shares definitively granted will come either from the issue of new shares or the repurchase by the Company of existing shares through a share buyback program in order to limit shareholder dilution.

The proposed authorizations are limited to the needs of the plans envisaged. As for the long-term compensation plans carried out since 2011, the Board of Directors will set demanding performance conditions based on the Appointments, Compensation, and Corporate Governance Committee’s proposal, each of which is assessed over a 3-year period. Considering the performance and continued employment conditions which have been set, a portion of the grant of these shares could be rendered null and void. Therefore, the performance conditions of the previous performance share plans gave rise to:

Performance share plan Final vesting rate of the shares initially granted

under the plan

Plan n°10 of 15/11/2011 0% of the maximum

Plan n°11 of 20/11/2012 38,23% of the maximum




Grants to the executive directors

Any potential grants to the executive directors are subject to prior review by the Appointments, Compensation, and Corporate Governance Committee and a decision of the Board of Directors. It is proposed to apply a ceiling to the potential performance shares to be granted to the executive corporate officers, thereby limiting the grant to a maximum number of 36,000 shares representing at most 12% of the aggregate amount of the grant under the performance share plan, i.e. approximately 0.08% of the share capital as of December 31, 2018. Past grants have complied and potential future grants will comply with the recommendations of the AFEP-MEDEF Code and the characteristics described in the executive corporate officers’ compensation policy, including the following:

Frequency Annual grant, except for a duly justified reason and under exceptional circumstances.

Performance Conditions

The definitive vesting of the performance shares for the executive corporate officers would be subject to the Appointments, Compensation, and Corporate Governance Committee’s official acknowledgment that the stringent performance conditions set by the Board of Directors at the time of the grant were satisfied.

Holding requirement (Article L. 225-197-1 of the French Commercial Code)

In accordance with the terms of Article L. 225-197-1 II, subparagraph 4 and with the AFEP-MEDEF Corporate Governance Code, the executive corporate officer must retain a large and increasing number of the shares resulting from the definitive vesting of performance shares.

Restriction concerning

hedging instruments

The performance shares granted to the executive corporate officer cannot be hedged

during the vesting period.

Recommended blackout

periods

Group “Insider Trading” Procedure.


As a reminder, these are the characteristics of the performance and free share plan implemented in 2019 pursuant to the authorizations granted by the Shareholders’ Meeting dated May 15, 2018:

Perimeter 297 executive officers and managers employed in France and abroad, including the Chief Executive

Officer, Christopher Guérin and employees members of the Executive Committee.

- 269 850 performance shares of the 300,000 performance shares authorized by the Shareholders’ Meeting dated May 15, 2018, representing approximately 0.62% of the share capital at year-end 2018, intended for a population of management executives including the Chief Executive Officer, the members of the Executive Committee and some of the Group’s management executives. These 269,850 shares assume maximum performance with respect to the two performance conditions retained, as described below. 28,000 shares were allocated to Christopher Guérin, i.e. 9.33% of the total allocation envelope for performance shares out of the 300,000 shares authorized by the General Shareholders’ Meeting of May 15, 2018.

- 49,850 free shares (not subject to performance conditions) of the 50,000 shares authorized by the Shareholders’ Meeting dated May 15, 2018, representing approximately 0.1% of the share capital at year-end 2018, intended solely for a limited population of high-potential executives and/or exceptional contributors (other than the members of the Executive Committee and the beneficiaries of performance shares) non-recurring.

Dilutive Impact The maximum overall dilutive impact of the projected plan is less than 0.74% on the basis of the share capital as of December 31, 2018, without taking into account the potential use of existing shares.11

Vesting Period 4 years

Continued

Employment

Condition

The definitive vesting of the performance and free shares will be subject to a 4-year continued

employment condition.

Performance

Conditions

The definitive vesting of the performance shares is subject to stringent performance conditions, each of which is measured over a 3-year period. The performance conditions are split into two segments: stock market performance and economic performance.

Half of the performance shares granted will be subject to a stock market performance condition consisting in measuring the TSR (total shareholder return) of Nexans and comparing it to the TSR of a reference panel comprised of the following 10 companies: Belden, Legrand, Prysmian, Rexel, ABB,

Schneider Electric, Saint Gobain, Leoni, NKT Cables and ZTT. Exceptionally, the Board of Directors

will have the ability to revise this panel during the evaluation period in the event that some of these companies disappear or consolidate with other companies.

Over the period in question, the TSR corresponds to the growth of the share price plus the dividend per share. The growth of the share price is evaluated by taking the average of the opening prices of the share during the 3 months preceding the grant and the average of the 3 months preceding the final date of the performance evaluation period. In addition, the dividend per share is equal to the sum of the dividends paid out per share (of Nexans or a company in the panel) during the 3-year performance evaluation period.

The TSR thus calculated will be compared with the TSR for the panel over the same period, resulting in an overall ranking of Nexans and the companies in the panel. The number of definitively vested shares will be determined based on the following scale:

Performance achieved by Nexans relative to the Panel’s TSR

Percentage of definitively vested shares with respect to this condition

>90th percentile 100%




≥ Median 50%

< Median 0%

11Furthermore, the average three-year unadjusted burn rate is 0.60%.


The other half of the granted performance shares shall be subject to an economic performance condition consisting in measuring the Simplified Economic Value Added (EVA) at 2021 year end - which corresponds to the excess of WACC (the average cost of capital). The EVA will be calculated as follows: operating margin - 10% of capital employed12.

In the event of a significant acquisition, the Board may decide to restate the operating margin and the capital employed to take into account the impact of this acquisition. The number of shares that are definitively vested will be determined based on the following scale.

EVA at 2021 Year-end Percentage of shares that are definitively vested with respect to this condition

≥ EUR 120 million 100%

≥ EUR 108 million and < EUR 120million 90%

≥ EUR 96 million and < EUR 108 million 80%




< EUR 60 million 0%

ORDINARY SHAREHOLDERS' MEETING

POWERS FOR CONDUCTING FORMALITIES (RESOLUTION29)

The 29th Resolution is a customary resolution concerning the granting of the powers necessary to complete the formalities related to the resolutions adopted by the Shareholders' Meeting.

12 Nexans’ Year-End Capital employed is the sum of Nexans’ Fixed assets and Working capital (i.e. Operating working capital & Non-operating working capital) as reported in the year-end financial statements.


Draft resolutions


First Resolution – Approval of the Company’s financial statements and transactions for the fiscal year ended on

December 31, 2018 - Management Report

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing ordinary shareholders'

meetings, after considering the Company's financial statements for the fiscal year ended on December 31, 2018, which

include the balance sheet, the income statement, and the Notes, and reading the reports of the Board of Directors’ and

the Statutory Auditors, approves, in their entirety, the Company’s financial statements for the fiscal year ended on

December 31, 2018 as submitted, showing a profit of EUR 6,216,552, as well as the transactions reflected in these

financial statements and/or summarized in these reports.

The Shareholders’ Meeting acknowledges the fact that, in the 2018 fiscal year, the Company has not incurred any

expenses or charges that were not tax-deductible pursuant to the terms of Article 39-4 of the French Tax Code.

Second Resolution – Approval of the consolidated financial statements for the fiscal year ended on

December 31, 2018


meetings, after considering the consolidated financial statements for the fiscal year ended on December 31, 2018,

which include the balance sheet, the income statement, and the Notes, and reading the reports of the Board of

Directors’ and the Statutory Auditors, approves, in their entirety, the consolidated financial statements for the fiscal year

ended on December 31, 2018 as submitted, showing a net income (group share) of EUR 14,086 thousand, as well as

the transactions reflected in these financial statements and/or summarized in these reports.

Third Resolution - Allocation of income for the fiscal year ended on December 31, 2018 and setting of the dividend


meetings, after considering the Board of Directors’ Report and the Statutory Auditors’ Report on the annual financial

statements, decides to allocate the income for the fiscal year, i.e. a profit of EUR 6,216,552, as follows:

Distributable profit amounts to:

- previous balance of the carry forward account EUR 87,179,567

- income for the fiscal year EUR 6,216,552

Total distributable profit EUR 93,396,119

The Shareholders’ Meeting decides to allocate the distributable income for the fiscal year ended on December 31, 2018

as follows:

(i) payment to shareholders, as a dividend, of EUR 0.30 per share; and (ii) allocation of the balance of distributable profit to the “carry forward” account.

Based on the number of shares comprising the share capital as of December 31, 2018, (i.e. 43,606,320 shares) and

assuming that no treasury shares were held on that date, the allocation of distributable income would be as follows:

(i) to the dividend EUR 13,081,896 (ii) to the balance carried forward EUR 80,314,223

The dividend coupon will be detached on May 17, 2019 and paid out as from May 21, 2019.

Furthermore, in the event that, when the dividend is effectively paid out, the Company holds some of its own shares,

the distributable profit corresponding to the dividend not paid with respect to these shares will be allocated to the

balance “carried forward” account.


In accordance with the terms of Article 243 Bis of the French Tax Code (Code général des impôts, hereinafter “CGI”), it

is hereby specified that the shares are all of the same class and that the full amount of the dividend paid out will be

eligible for the 40% tax deduction referenced in Subparagraph 2 of Paragraph 3 of Article 158 of the CGI.

The Shareholders’ Meeting acknowledges vis-à-vis the Board of Directors that it has been informed that the amounts of

dividends paid over the last three fiscal years, as well as the amounts of dividends eligible to the 40% tax deduction,

were as follows:

Fiscal Year 2015

(paid in 2016)

Fiscal Year 2016

(paid in 2017)

Fiscal Year 2017 (paid in

2018)

Dividend per share - EUR 0.50 EUR 0.70

Number of shares eligible for

dividends - 43,210,277 43,224,012

Total distribution - EUR 21,605,138.50 EUR 30,256,808.40

Fourth Resolution – Renewal of Hubert Porte as Director


meetings, after considering the Board of Directors’ Report, renews Hubert Porte’s position as Director for a 4-year

period, set to expire at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the

fiscal year ending on December 31, 2022.

Fifth Resolution – Appointment of Oscar Hasbún Martinez as Director


meetings, after considering the Board of Directors’ Report, appoints Oscar Hasbún Martinez as Director for a 4-year



Sixth Resolution – Appointment of Jean Mouton as Director


meetings, after considering the Board of Directors’ Report, appoints Jean Mouton as Director for a 4-year period, set to

expire at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the fiscal year

ending on December 31, 2022.

Seventh Resolution – Appointment of Bpifrance Participations as Director


meetings, after considering the Board of Directors’ Report, appoints Bpifrance Participations as Director for a 4-year



Eighth Resolution – Vote on the items of compensation and benefit of any kind paid or granted to Georges Chodron

de Courcel, Chairman of the Board of Directors, for the fiscal year ended on December 31, 2018

Pursuant to the terms of Article L. 225-100 of the French Commercial Code, the Shareholders’ Meeting, voting in

accordance with the quorum and majority rules governing ordinary shareholders’ meetings, approves the fixed,

variable, and exceptional items comprising the total compensation and benefits of all kinds paid or granted, for the fiscal

year ended on December 31, 2018, to Georges Chodron de Courcel, Chairman of the Board of Directors, as presented

in the Corporate Governance Report referred to in Article L. 225-37 of the same code and presented in section 2.5.3 of

Nexans 2018 Registration Document.


Ninth Resolution – Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Arnaud Poupart-Lafarge, Chief Executive Officer, until July 3rd, 2018


accordance with the quorum and majority rules governing ordinary shareholders’ meetings, approves the fixed, variable

and exceptional items comprising the total compensation and benefits of all kinds paid or granted, for the fiscal year

ended on December 31, 2018, to Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018, as detailed in

the Corporate Governance Report referred to in Article L. 225-37 of the same code and presented in section 2.5.5 of

Nexans 2018 Registration Document.

Tenth Resolution – Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended on December 31, 2018, to Christopher Guérin, Chief Executive Officer, from July 4th, 2018


accordance with the quorum and majority rules governing ordinary shareholders’ meetings, approves the fixed, variable

and exceptional items comprising the total compensation and benefits of all kinds paid or granted, for the fiscal year

ended on December 31, 2018, to Christopher Guérin, Chief Executive Officer as from July 4th, 2018, as detailed in the

Corporate Governance Report referred to in Article L. 225-37 of the same code and presented in section 2.5.4 of

Nexans2018 Registration Document.

Eleventh Resolution – Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chairman of the Board of Directors for the fiscal year 2019

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing ordinary shareholder’s

meetings, pursuant to the terms of Article L. 225-37-2 of the French Commercial Code, approves the principles and

criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total

compensation and benefits of all kinds that could be granted, to the Chairman of the Board of Directors, in connection

with his mandate, as detailed in the Corporate Governance Report referred to in Article L. 225-37 of the same Code,

and presented in section 2.5.2 of the 2018 Registration Document.

Twelfth Resolution – Approval of the principles and criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total compensation and benefits of all kinds that could be granted to the Chief Executive Officer for the fiscal year 2019

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing ordinary shareholder’s

meetings, pursuant to the terms of Article L. 225-37-2 of the French Commercial Code, approves the principles and

criteria for determining, allocating and distributing the fixed, variable, and exceptional items comprising the total

compensation and benefits of all kinds that could be granted, to the Chief Executive Officer, in connection with his

mandate, as detailed in the Corporate Governance Report referred to in Article L. 225-37 of the same Code, and

presented in section 2.5.2 of the 2018 Registration Document.

Thirteenth Resolution – Approval of a regulated commitments referred to in Article L. 225-42-1 of the French Commercial Code in relation to the payment of termination and non-compete indemnities to Christopher Guérin, as Chief Executive Officer


meetings, after considering the Board of Directors’ Report and the Statutory Auditors’ Special Report on agreements

and commitments subject to Articles L. 225-38 and L. 225-40 to L. 225-42 of the French Commercial Code, approves

pursuant to Article L. 225-42-1 of the French Commercial Code, the commitment set forth in the Board of Directors’

Report in relation to the payment of termination and non-compete indemnities to Christopher Guerin in case of

termination of his position as Chief Executive Officer.

Fourteenth Resolution – Approval of a regulated commitment referred to in Article L. 225-42-1 of the French Commercial Code in relation to the pension and health and unemployment insurance plan for the benefit of Christopher Guérin, as Chief Executive Officer



and commitments subject to Articles L. 225-38 and L. 225-40 to L. 225-42 of the French Commercial Code, approves,

pursuant to Article L. 225-42-1 of the French Commercial Code, the commitment set forth in the Board of Directors’

Report in relation to the pension and health and unemployment insurance plan for the benefit of Christopher Guérin, as

Chief Executive Officer.


Fifteenth Resolution – Approval of the fixed term employment contract entered into on July 4th, 2018 between the

Company and Arnaud Poupart-Lafarge, Chief Executive Officer until July 3rd, 2018




the new agreement entered into on July 4th, 2018, between the Company and Arnaud Poupart-Lafarge as authorized

by the Board of Directors on July 3rd, 2018 and which is referred to in these reports.

Sixteenth Resolution – Approval of two regulated agreements entered into between the Company and Natixis:

amendment dated December 12, 2018 to the multi-currency revolving credit facility dated December 14, 2015 and a

placement agent agreement dated December 21, 2018 for a commercial paper financing program (NEU CP)

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing ordinary shareholders’



the new agreements entered into between the Company and Natixis, authorized by the Board of Directors’ on

November 7, 2018 and which are mentioned in its reports.

Seventeenth Resolution - Authorization to be granted to the Board of Directors to carry out transactions involving

Company shares


meetings, after considering the Board of Directors’ Report, authorizes the Board of Directors, with the power to sub-

delegate under the conditions stipulated by law, pursuant to the provisions of Articles L. 225-209 et seq. of the French

Commercial Code and the provisions of European Regulation (EU) No 596/2014 of the European Parliament and of the

Council of April 16, 2014, to purchase, or to order the purchase of Company shares and :

1) Decides that the purchase of these shares may be made in order to:

- allocate free shares to eligible employees and corporate officers in the context of, in particular, the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code; or

- implement any Company stock option plan, particularly in the context of Articles L. 225-177 et seq. of the French Commercial Code or any similar plan; or

- allocate, sell, or transfer shares to employees as part of their profit sharing in the growth of the Company, or pursuant to corporate employee savings plans under the conditions stipulated by law and, in particular, under the terms of Articles L. 3332-1 et seq. of the French Labor Code or any other employee share plans, particularly in the context of mechanisms applicable under foreign law, as well as carrying out any hedging transaction related to free share plans, stock option plans, and share ownership plans benefiting the aforesaid employees; or

- generally, meet any obligations associated with stock option plans or other share plans benefiting the employees or the corporate officers of the Company or of a related company; or

- cancell some or all of the shares resulting from such buyback; or

- stimulate the secondary market of the Nexans share through an investment services provider pursuant to the terms of a liquidity contract; or

- deliver shares upon exercise of rights attached to securities granting rights to the share capital, via the redemption, conversion, exchange, presentation of a warrant, or in any other manner; or

- deliver shares (as valuable consideration, as payment, or otherwise) in the context of external growth transactions, mergers, spin-offs, or capital contributions in an amount not to exceed 5% of the share capital;

2) Decides that the share buybacks carried out by the Company may involve a number of shares such that:

- as of the date of each share buyback, the aggregate number of shares purchased by the Company since the beginning of the share buybacks plan (including the shares subject to the buyback in question) does not exceed 10% of the aggregate number of shares comprising the Company's share capital as of that date, it being specified that this percentage applies to an amount of share capital adjusted for the transactions impacting it following this Shareholders' Meeting, it being specified that whenever the purpose of the buyback is to improve liquidity under the conditions defined in the AMF’s General Regulations, the number of shares taken into account for the calculation of the 10% ceiling stipulated in this paragraph shall correspond to the number of shares purchased, after deducting the number of shares resold during the effective term of the authorization;

- the number of shares held by the Company at any given time does not exceed 10% of the aggregate number of shares comprising the share capital of the Company on the date in question.


3) Decides that shares may be bought, sold, exchanged, or transferred at any time, within the limits authorized under

legal and regulatory provisions in force, and by any means, whether via regulated markets, multilateral trading systems,

systematic internalizers, or via private agreements, including by acquiring or selling blocks of shares (without limiting

the portion of the share buy-back plan that may be completed in this manner), or through a public tender or exchange

offer.

However, in the event that a third party initiates a takeover for the securities of the Company, the Board of Directors

cannot decide to implement this resolution during the offer period unless the Shareholders’ Meeting grants its prior

approval.

The maximum purchase price per share under the terms of this resolution will be equal to EUR 60 (excluding

acquisitions costs) (or the exchange value of this amount on the same date in any other currency).

In the event of any change in the par value of the Company's share, or any share capital increase via the capitalization

of reserves, an allocation of free shares, a share split or a reverse share split, the distribution of reserves or any other

assets, a share capital amortization, or any and all other transactions involving shareholders' equity, the Shareholders'

Meeting delegates the necessary powers to the Board of Directors for the purpose of adjusting the aforementioned

purchase price in order to take into account the impact of these transactions on the value of the share.

4) Decides that the total budget for the share buybacks plan authorized above cannot exceed EUR 100 million.

The Shareholders' Meeting grants all necessary powers to the Board of Directors, with the power to sub-delegate as

permitted by law, in order to implement this authorization, to specify, if necessary, the terms and determine final

modalities to carry out the share buybacks plan and, in particular, to place any and all orders on the stock market or

carry out any off-market transactions, enter into any and all agreements concerning, in particular, the bookkeeping of

share purchases and sales, to allocate or reallocate acquired shares to fulfill set objectives under applicable legal and

regulatory conditions, to determine, as the case may be, the terms and conditions according to which the rights of

holders of securities or options will be protected, in compliance with the legal, regulatory, or contractual conditions, filing

all necessary declarations with the AMF and any other body, completing all formalities and, in general, taking all actions

required.

The Board of Directors shall inform the Shareholders’ Meeting regarding the transactions carried out pursuant to this

resolution.

This authorization will expire in eighteen months as from the date of this Shareholders’ Meeting. It cancels the unused

portion, of any previous delegation granted to the Board of Directors to carry out transactions on the Company’s

shares, in particular the one granted by the Combined Shareholders’ Meeting dated May 17, 2018, in its 18th

resolution.


EXTRAORDINARY SHAREHOLDERS' MEETING

Eighteenth Resolution - Authorization to be granted to the Board of Directors for the purpose of reducing the

Company's share capital via the cancellation of own shares

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing extraordinary shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors’ Special Report, authorizes the Board of Directors to reduce the share capital in one or several installments, in such proportions and at such times as it deems appropriate, by cancelling, within the limits set by law and in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial code, all or part of the shares acquired in the context of any share buybacks plan authorized by the Shareholders’ Meeting. As at the date of each cancellation, the maximum number of shares cancelled by the Company per twenty-four month period preceding said cancellation, including the shares subject to said cancellation, may not exceed 10% of the share capital of the Company on the cancellation date in question, i.e. on the basis of the number of shares as of December 31, 2018 a maximum number of 4 360 632 shares. The Shareholders’ Meeting authorizes the Board of Directors to deduct the difference between the purchase price of the canceled shares and their par value from available premiums and reserves. The Shareholders' Meeting grants all necessary powers to the Board of Directors, with the ability to sub-delegate such powers, for the purpose of carrying out cancellation and share capital reduction transactions that could potentially be carried out by virtue of this authorization, setting the final amount applicable to share capital reduction(s), amending the By-Laws accordingly and, generally, completing all necessary formalities. As at the date hereof, this authorization cancels, as the case may be, the unused portion of the 19th resolution granted by the Combined Shareholders’ Meeting dated May 17, 2018 to the Board of Directors, for the purpose of reducing the share capital via the cancellation of shares acquired in the context of share buyback plans. This authorization will expire in eighteen months as from the date of this Shareholders’ Meeting.

Nineteenth Resolution – Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the

purpose of deciding upon the capital increase of the Company by the issuance of ordinary shares and/or securities

giving access to Company’s equity securities or giving the right to the allocation of debt securities, with preferential

subscription rights for shareholders up to a maximum nominal amount of 14 million euros

The Shareholders' Meeting, voting in accordance with the quorum and majority rules governing extraordinary

shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors’ Special Report and

pursuant to Articles L.225-129 et seq. of the French Commercial Code, and, in particular Article L. 225-129-2 of the

said Code:

1. delegates its authority to the Board of Directors, with the ability to sub-delegate under the conditions set forth by law,

for the purpose of deciding to increase the share capital, in one or several transactions, both in France and abroad, in

the amounts and at the times it shall determine, either in Euros or in any other currency or monetary unit established by

reference to several currencies, via the issuance of (i) ordinary Company shares, (ii) securities, including debt

securities, granting rights to equity securities to be issued by the Company, and (iii) securities that are equity securities

granting rights to other Company equity securities or granting a right to the allocation of debt securities, free of charge

or not, it being specified that the subscription of these shares and other securities can be carried out in cash or by

offsetting certain, liquid, and due receivables;

2. decides to set the following limits on the amount of authorized share capital increases in the event that the Board of

Directors uses this delegation of authority:

- the maximum par value of share capital increases that could potentially be carried out by virtue of this delegation is

set at EUR 14 million, it being specified that the maximum aggregate par value of share capital increases that could

potentially be carried out by virtue of this delegation as well as those authorized by virtue of the 20th, 21st, 22nd, 23rd

and 24th resolutions of this General Shareholders’ Meeting is set at € 14 million;

- the par value of the shares to be issued, as the case may be, in the event of new financial transactions, could be

added to these limits, in order to preserve the rights of holders of securities granting rights to equity securities or any

other rights granting rights to equity securities, in accordance with applicable legal and regulatory provisions and, as the

case may be, with contractual stipulations providing for other cases of adjustment;


3. decides that the maximum aggregate nominal amount of issuances of debt securities granting rights to Company

equity securities to be issued cannot exceed EUR 350 million or the exchange value of this amount in any other

currency as at the issuance date, increased, as the case may be, by any redemption premium above the par value, it

being specified that this amount will be deducted from the maximum nominal amount of the debt securities granting

rights to equity securities to be issued by the Company, and issued by virtue of the delegations provided for under the

terms of the 21st, 22nd, 23rd and 24th resolutions of this General Shareholders’ Meeting;

4. decides that this delegation will expire in twenty-six months as from the date of this Shareholders’ Meeting;

5. in the event that the Board of Directors uses this delegation:

- decides that the issuance(s) will be preferentially reserved for shareholders who can subscribe an amount of shares on an irreducible basis, proportionally to the number of shares they own at that time;

- decides that, in accordance with the terms of Article L. 225-133 of the French Commercial Code, the Board of Directors has the ability to introduce a subscription right on a reducible basis that shareholders can exercise proportionally to the subscription rights they hold and, in all cases, not to exceed the amount of shares they requested;

- acknowledges that, in accordance with the terms of Article L. 225-134 of the French Commercial Code, if subscriptions on an irreducible basis and, as the case may be, subscriptions on a reducible basis do not fully cover the amount of the share capital increase, the Board of Directors can take any of the following actions, under the conditions set forth by law and in the order it shall determine:

• limit the issuance to the amount of subscriptions, provided this number reaches at least three quarters of the decided issuance;

• freely distribute all or part of the shares decided to be issued but still unsubscribed securities;

• offer all or part of the unsubscribed shares to the public, on the French or foreign market;

6. acknowledges that this delegation implies ipso jure that, for the benefit of holders of securities that could be issued

and granting rights to equity securities of the Company, shareholders waive their preferential subscription right to the

new shares to which said securities will grant a right;

7. decides that the issuances of Company share warrants that may be carried out in the context of this delegation can

be completed through a subscription offering, but also by granting freely to owners of old shares, it being specified that

the Board of Directors will have the right to decide that the allocation rights to fractional shares cannot be traded and

that the corresponding securities will be sold;

8. decides that the sum the Company receives or should receive for each of the shares issued in the context of this

delegation will be at least equal to the par value of the share as of the issuance date of said securities;

9. decides that the Board of Directors will have all powers, with the ability to sub-delegate such powers as permitted by

law, for the purpose of implementing this delegation and, in particular, to:

- set the terms and conditions of the issuances, the nature and characteristics of the securities issued, the terms and conditions applicable to the allocation of the equity securities to which these securities grant a right, as well as the dates on which the allocation rights can be exercised;

- decide not to take into account shares owned by the Company in determining the preferential subscription rights attached to other shares;

- set, as the case may be, the terms and conditions applicable to the exercise of the rights attached to the shares and, in particular, set the date, which could be retroactive, as from which the new shares will bear benefit entitlement (jouissance), as well as all other terms and conditions related to the completion of the share capital increase;

- deduct, at its own discretion, the share capital increase costs from the amount of related premiums and withdraw the amounts necessary to fund the legal reserve;

- acknowledge the completion of each share capital increase and amend the By-Laws accordingly;

- set, in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment, the terms and conditions according to which the rights of holders of securities granting future rights to a portion of the Company’s share capital will be preserved;

- generally, enter into any agreement, in particular for the purpose of successfully completing the planned issuances, take all measures and complete all formalities useful for the issuance, the listing, and the financial servicing of the shares issued by virtue of this delegation as well as the exercise of the rights attached thereto;


10. decides that, in the event a third party initiates a takeover for the securities of the Company, the Board of Directors

cannot decide to use this delegation during the offer period unless the Shareholders’ Meeting grants its prior approval;

11. acknowledges that this delegation cancels, effective as of the date hereof, as the case may be, any unused portion

of the 14th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, and with the same

purpose as the resolution hereof;

12. acknowledges that, in the event that the Board of Directors uses this delegation, it is required to report to the

following Ordinary Shareholders’ Meeting, in accordance with applicable law and regulations, regarding the use it made

of the authorizations granted under this resolution.

Twentieth Resolution - Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the

purpose of deciding to increase the share capital via the capitalization of premiums, reserves, profits or other amounts,

the capitalization of which would be limited to a par value of EUR 14 million.


meetings, after considering the Board of Directors’ Report, and in accordance with the provisions of Articles L. 225-129

and L. 225-130 of the French Commercial Code:


for the purpose of deciding to increase the share capital, in one or several transactions, in the amounts and at the times

it shall determine, via the capitalization of premiums, reserves, profits or other amounts, the capitalization of which is

possible regarding laws and By-laws, and carried out in the form of an issuance of new shares or an increase in the par

value of existing shares, or a combination of both. The maximum par value of share capital increases that could

potentially be carried out by virtue of this delegation cannot exceed EUR 14 million, it being specified that this amount

will be deducted from the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution submitted to this

General Shareholders’ Meeting or, as the case may be, from the corresponding ceiling set forth in a resolution of the

same type that were to replace said resolution during the validity period of the delegation hereof;

2. in the event that the Board of Directors uses this delegation, delegates all powers to the latter, with the ability to sub-

delegate such powers as permitted by law, for the purpose of implementing this delegation and, in particular, to:

- set the amount and the types of amounts to be capitalized, set the number of new shares to be issued and/or the amount by which the par value of existing shares will be increased, set the date, which could be retroactive, as from which the new shares will bear benefit entitlement (jouissance) or the date on which the increase in the par value of the shares will take effect;

- decides, in the event of the issuance of new shares, that the rights to fractional shares cannot be traded and that the corresponding shares will be sold; the amounts derived from said sale will be allocated to rights holders under the conditions set forth by applicable law and regulations;

- make any adjustments intended to take into account the impact of transactions on the Company’s share capital, and set any other terms and conditions enabling to ensure, as the case may be, the preservation of the rights of holders of securities granting rights to the share capital (including via cash adjustments), in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment;


- generally, enter into any agreement, take all measures and complete all formalities useful for the issuance, the listing, and the financial servicing of the securities issued by virtue of this delegation as well as the exercise of the rights attached thereto;




of the 15th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, with the same purpose as

the resolution hereof;

This delegation will expire in twenty-six months as from the date of this Shareholders’ Meeting.


Twenty-first Resolution - Delegation of authority to be granted to the Board of Directors for a 26 month-period, for the

purpose of deciding or authorizing the issuance - without shareholders’ preferential subscription rights - of ordinary

Company shares and/or securities granting rights to equity securities of the Company, or granting rights to debt

securities, via a public offering, and within the limit a par value of EUR 4,360,000, a sub ceiling shared by the 22nd,

23rd and 24th resolutions


shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors’ Special Report, and

in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code and, in particular,

Articles L. 225-129-2, L. 225-135 and L. 225-136 of said Code, and with the provisions of Articles L. 228-91 et seq. of

said Code:



the amounts and at the times it shall determine, either in Euros or in any other currency or monetary unit established by



granting rights to other Company equity securities or granting a right to the allocation of debt securities, it being

specified that the subscription of these shares and other securities can be carried out in cash or by offsetting certain,

liquid, and due receivables;


for the purpose of deciding the issuance of equity securities to be issued by Company, following the issuance by the

companies in which it directly or indirectly holds more than half of the share capital, equity securities giving rights to the

grant of shares to be issued by the Company ;

This decision automatically entails, in favor of the holders of securities that may be issued by companies in the

Company's group, a waiver by the Company's shareholders of their preferential subscription rights to the Company's

shares to which these securities give entitlement;


Directors uses this delegation:

- the maximum par value of share capital increases that could potentially be carried out immediately or in the future by virtue of this delegation is set at EUR 4,360,000, a sub ceiling shared by the 22nd, 23rd and 24th resolutions of this General Shareholders’ Meeting, it being specified that this amount will be deducted from the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of this General Shareholders’ Meeting or, as the case may be, from the corresponding ceiling set forth in a resolution of the same type that were to replace said resolution during the validity period of the delegation hereof;

- the par value of the shares to be issued in the future, as the case may be, in the event of new financial transactions, could be added to this limit, in order to preserve the rights of holders of securities granting rights to equity securities or any other rights granting rights to equity securities, in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment.

4. decides that the maximum aggregate par value of issuances of debt securities granting rights to Company equity

securities to be issued cannot exceed EUR 350 million, or the exchange value of this amount in any other currency as

at the issuance date, increased as the case may be, by any redemption premium above the par value, it being specified

that this amount will be deducted from the maximum par value of the debt securities granting rights to Company equity

securities to be issued, and issued by virtue of the delegations provided for under the terms of the 19th, 22nd, and 24th

resolutions of this General Shareholders’ Meeting;

5. decides that the Board of Directors can, within a limit not to exceed the aggregate amount of the share capital

increase authorized in paragraph 3) above, issue ordinary Company shares and/or securities granting immediate or

future rights to Company shares to be issued for the purpose of compensating securities contributed in the context of a

public exchange offer initiated by the Company, under the terms and conditions set forth in Article L. 225-148 of the

French Commercial Code;

6. decides that this delegation will expire in twenty-six months as from the date of this Shareholders’ Meeting;


7. decides to cancel shareholders’ preferential subscription rights to the securities subject to the terms of this resolution

while, however, leaving the Board of Directors, pursuant to the terms of the 5th Sub-paragraph of Article L. 225-135 of

the French Commercial Code, the ability to grant shareholders, for a period and in accordance with the terms and

conditions it shall set in compliance with the applicable legal and regulatory provisions and for all or part of the effected

issuance, a priority subscription period that does not give rise to tradable rights and that must be exercised

proportionally to the number of shares owned by each shareholder, which can potentially include a subscription on a

reducible basis;

8. decides that if the subscriptions, including, as the case may be, shareholders’ subscriptions, does not fully cover the

amount of the issuance, the Board of Directors can use, under the conditions set forth by law and in the order it shall

determine, one and/or the other of the mechanisms described below:

- limit the issuance to the amount of subscriptions received, provided this number reaches at least three quarters of the decided issuance;

- freely distribute all or part of the unsubscribed securities;

- offer all or part of the unsubscribed securities to the public, on the French market or abroad;

9. acknowledges the fact that this delegation implies ipso jure that, for the benefit of holders of issued securities

granting rights to Company equity securities to be issued, shareholders expressly waive their preferential subscription

right to the shares to which said securities will grant a right;

10. decides that:

- the issuance price of the shares will at least be equal to the lowest price authorized pursuant to applicable regulatory provisions on the issuance date or, as of the date hereof, to the weighted average of the market prices during the three trading days preceding the date on which the issuance price is set, minus, as the case may be, a maximum 5% discount after correcting for the difference, if any, in benefit entitlement date (jouissance);

- the issuance price of the securities granting rights to equity securities to be issued, and the number of shares resulting from the exercise of securities granting rights to equity securities to be issued, will be such that the amount the Company immediately receives plus, as the case may be, the sum the Company could potentially receive in the future or, for each share issued, an amount at least equal to the subscription price set forth under applicable legal and regulatory provisions as of the issuance date or, currently, to the minimum issuance price defined in the preceding sub-paragraph;

11. decides that the Board of Directors will have all powers, with the ability to sub-delegate such powers as permitted

by law, for the purpose of implementing this delegation and, in particular, to:

- set the terms and conditions of the issuances, the nature and characteristics of the securities issued, the terms and conditions applicable to the allocation of the equity securities to which these securities grant a right, as well as the dates on which the allocation rights can be exercised;

- set the amount of the share capital increase, the issuance price, as well as the amount of the premium that could, as the case may be, be requested upon issuance;

- determine the dates and terms and conditions of the share capital increase, the type, amount, and characteristics of debt securities to be created; in addition, decide whether they will be subordinated (and, as the case may be, their subordination rank, in accordance with the provisions of Article L. 228-97 of the French Commercial Code), set their interest rate (particularly the fixed, variable, zero coupon, or indexed interest rate) and provide for, if applicable, mandatory or optional interest payment suspension or non-payment cases, set their term (indefinite or not), the possibility to reduce or increase the par value of the securities and the other terms and conditions applicable to the issuance (including whether to grant them guarantees or security interests) and the amortization (including redemption in exchange for Company assets); amend, over the life of the securities in question, the above terms and conditions, in compliance with applicable formalities;

- determine the payment terms applicable to the shares or securities granting rights to equity securities to be issued immediately or in the future;

- set, as the case may be, the terms and conditions applicable to the exercise of the rights (if applicable, rights to conversion, exchange, redemption, including in exchange for Company assets, such as own shares or securities already issued by the Company) attached to the shares or securities granting rights to Company equity securities to be issued and, in particular, set the date, which could be retroactive, as from which the new shares will bear benefit entitlement (jouissance), as well as all other terms and conditions related to the completion of the share capital increase;

- set the terms and conditions according to which the Company will have, as the case may be, the ability to purchase or exchange, on the stock market, and at any time or during predetermined periods, securities to be issued immediately or in the future and intended to be cancelled or not, pursuant to applicable provisions;

- provide for the option to suspend the exercise of the rights attached to these securities issued in accordance with legal and regulatory provisions;


- make any adjustments intended to take into account the impact of transactions on the Company’s share capital, and


set any other terms and conditions enabling to ensure, as the case may be, the preservation of the rights of holders of securities granting rights to equity securities (including via cash adjustments), in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment;


- generally, enter into any agreement, in particular for the purpose of successfully completing the planned issuances, take all measures and complete all formalities useful for the issuance, the listing, and the financial servicing of the securities issued by virtue of this delegation as well as the exercise of the rights attached thereto;



13. acknowledges the fact that this delegation cancels, effective as of the date hereof, as the case may be, any unused

portion of the 16th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, with the same

purpose as the resolution hereof.




Twenty-second Resolution – Delegation of authority to be granted to the Board of Directors for a 26 month-period, for

the purpose of deciding on the issuance - without shareholders’ preferential subscription rights - of ordinary Company

shares and/or securities granting rights to equity securities of the Company, or granting rights to debt securities, via

placement pursuant to Article L. 411-2, II of the Commercial and Monetary Code, and within the limit of a par value of

EUR 4,360,000, a sub ceiling shared by the 21st, 23rd and 24th resolutions



in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code and, in particular,

Articles L. 225-129-2, L. 225-135 and L. 225-136 of said Code, and with the provisions of Articles L. 228-91 et seq. of

said Code:



the amounts and at the times it shall determine, via an offering described in Paragraph II of Article L. 411-2 of the

French Monetary and Financial Code, either in Euros or in any other currency or monetary unit established by



giving access to other equity securities of the Company or giving the right to the allocation of debt securities, whether

for consideration or free of charge, it being specified that the subscription of these shares and other securities may be

carried out either in cash or by offsetting against certain, liquid and due receivables;


for the purpose of deciding upon the issuance of shares to be issued by the Company, following the issuances by the

companies in which it directly or indirectly holds more than half of the share capital, of equity securities giving access to

shares to be issued by the Company;

This decision automatically entails, in favor of the holders of securities that may be issued by companies in the

Company's group, a waiver by the Company's shareholders of their preferential subscription rights to the Company's

shares to which these securities give entitlement;


Directors uses this delegation:

- the maximum par value of share capital increases that could potentially be carried out immediately or in the future by virtue of this delegation is set at EUR 4,360,000, a subceiling shared by the 21st, 23rd and 24th resolutions of this General Shareholders’ Meeting, it being specified that this amount will be deducted from the amount of the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of this General Shareholders’ Meeting or, as the case may be, from the corresponding ceiling set forth in a resolution of the same type that were to replace said resolution during the validity period of the delegation hereof;


- in any event, the issuances of equity securities carried out by virtue of this delegation cannot exceed the ceilings set forth under applicable regulations as of the issuance date (or, as the of date hereof, 20% of the share capital per year); and

- the par value of the shares to be issued in the future, as the case may be, in the event of new financial transactions, could be added to these limits, in order to preserve the rights of holders of securities granting rights to equity securities or any other rights granting rights to equity securities, in accordance with legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment;

4. decides that the maximum aggregate par value of issuances of debt securities granting rights to Company equity

securities to be issued cannot exceed EUR 350 million, or the exchange value of this amount in any other currency as

at the issuance date, increased as the case may be, by any redemption premium above the par value, it being specified

that this amount will be deducted from the maximum par value of the debt securities granting rights to Company equity

securities to be issued, and issued by virtue of the delegations provided for under the terms of the 19th, 21st and 24th

resolutions of this General Shareholders’ Meeting;

5. decides that this delegation of authority will expire in twenty-six months as from the date of this Shareholders’

Meeting;

6. decides to cancel shareholders’ preferential subscription rights to the securities subject to this resolution;

7. acknowledges the fact that if subscriptions do not fully cover the amount of the issuance, the Board of Directors can

limit the amount of the transaction to the amount of subscriptions received, provided this number reaches at least three

quarters of the decided issuance;

8. acknowledges the fact that this delegation implies ipso jure that, for the benefit of holders of issued securities

granting rights to equity securities of the Company to be issued, shareholders waive their preferential subscription right

to the shares to which said securities will grant a right;

9. decides that:

- the issuance price of the shares will at least be equal to the lowest price authorized pursuant to applicable regulatory provisions on the issuance date or, as of the date hereof, to the weighted average of the market prices during the three trading days preceding the date on which the issuance price is set, minus, as the case may be, a maximum 5% discount after correcting for the difference, if any, in benefit entitlement date (jouissance);

- the issuance price of the securities granting rights to equity securities to be issued, and the number of shares resulting from the exercise of securities granting rights to equity securities to be issued, will be such that the amount the Company immediately receives plus, as the case may be, the amount the Company could potentially receive in the future or, for each share issued, an amount at least equal to the subscription price set forth under applicable legal and regulatory provisions as of the issuance date or, currently, to the minimum issuance price defined in the preceding sub-paragraph;

10. decides that the Board of Directors will have all powers, with the ability to sub-delegate such powers as permitted

by law, for the purpose of implementing this delegation and, in particular, to:

- set the terms and conditions of the issuances, the nature and characteristics of the securities issued, the terms and conditions applicable to the allocation of the equity securities to which these securities grant a right, as well as the dates on which the allocation rights can be exercised, determine the amount of the share capital increase, the issuance price, as well as the amount of the premium;

- determine the dates and terms and conditions of the share capital increase, the type, amount, and characteristics of debt securities to be created; in addition, decide whether they will be subordinated (and, as the case may be, their subordination rank, in accordance with the provisions of Article L. 228-97 of the French Commercial Code), set their interest rate (particularly the fixed, variable, zero coupon, or indexed interest rate) and provide for, if applicable, mandatory or optional interest payment suspension or non-payment cases, set their term (indefinite or not), the possibility to reduce or increase the par value of the securities and the other terms and conditions applicable to the issuance (including whether to grant them guarantees or surety interests) and the amortization (including redemption in exchange for Company assets); amend, over the life of the securities in question, the above terms and conditions, in compliance with applicable formalities;

- determine the payment terms applicable to the shares or securities granting rights to equity securities to be issued immediately or in the future;

- set, as the case may be, the terms and conditions applicable to the exercise of the rights (if applicable, rights to conversion, exchange, redemption, including in exchange for Company assets, such as own shares or securities already issued by the Company) attached to the shares or securities granting rights to Company equity securities to be issued and, in particular, set the date, which could be retroactive, as from which the new shares will bear benefit entitlement (jouissance), as well as all other terms and conditions related to the completion of the share capital increase;


- set the terms and conditions according to which the Company will have, as the case may be, the ability to purchase or exchange, on the stock market, and at any time or during predetermined periods, securities to be issued immediately or in the future and intended to be cancelled or not, pursuant to applicable provisions;

- provide for the option to suspend the exercise of the rights attached to these securities issued in accordance with legal and regulatory provisions;


- make any adjustments intended to take into account the impact of transactions on the Company’s share capital, and set any other terms and conditions enabling to ensure, as the case may be, the preservation of the rights of holders of securities granting rights to equity securities (including via cash adjustments), in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment;


- generally, enter into any agreement, in particular for the purpose of successfully completing the planned issuances, take all measures and complete all formalities useful for the issuance, the listing, and the financial servicing of the securities issued by virtue of this delegation as well as the exercise of the rights attached thereto;




portion of the 17th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, with the same

purpose as the resolution hereof.




Twenty-third Resolution – Delegation of authority to be granted to the Board of Directors for a 26 month-period, for

the purpose of deciding to increase the number of securities to be issued in the event of a share capital increase with or

without shareholders’ preferential subscription rights, within a limit not to exceed 15% of the initial amount of the

issuance, and up to the limit of the aggregate ceiling set pursuant to the 19th Resolution and of the shared sub ceiling

set pursuant to the terms of the 21st, 22nd, and 24th resolutions


shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors' Special Report, in

accordance with the provisions of Article L. 225-135-1 of the French Commercial Code:


for the purpose of deciding to increase the number of securities to be issued with respect to each of the issuances

carried out by virtue of the 19th, 21st, and 22nd resolutions of this General Shareholders’ Meeting, at the same price as

that retained for the initial issuance, within the time frame and limits set forth under applicable regulations as of the

issuance date (or, as of the date hereof, within thirty days of the close of the subscription period and within a limit not to

exceed 15% of the initial issuance);

2. decides that the par value of share capital increases that could potentially be carried out pursuant to this delegation

will be deducted (i) from the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of this General

Shareholders’ Meeting or, as the case may be, from the corresponding ceiling that could be set pursuant to the terms of

a resolution of the same type that were to replace said resolution during the validity period of the delegation hereof, and

(ii) from the EUR 4,360,000 subceiling set pursuant to the 21st, 22nd, and 24th resolutions of this General

Shareholders’ Meeting, in the event of an issuance without preferential subscription rights;




portion of the 18th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, and which shares

the same purpose as the resolution hereof.

This delegation will expire in twenty-six months as from the date of this Shareholders’ Meeting.


Twenty-fourth Resolution – Delegation of power granted to the Board of Directors for a 26 month-period, for the

purpose of issuing ordinary Company shares or securities granting rights to Company equity securities to be issued in

consideration of contributions in kind of shares or equity securities granting rights to the share capital, within the limit of

a par value of EUR 4,360,000, which corresponds to the shared sub ceiling set with respect to the 21st, 22nd, and 23rd

resolutions


shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors' Special Report, and

in accordance with the provisions of Article L. 225-129 et seq. of the French Commercial Code and, in particular, the

6th subparagraph of Article L. 225-147 of said Code:

1. authorizes the Board of Directors, with the ability to sub-delegate under the conditions set forth by law, for the

purpose of carrying out a share capital increase in one or more transactions, within the limit of a par value of EUR

4,360,000, in consideration of contributions in kind granted to the Company of shares or equity securities granting rights

to the share capital, whenever the provisions of Article L. 225-148 of the French Commercial Code do not apply, via the

issuance, in one or more transactions, of ordinary Company shares (with the exception of preferred shares) or

securities granting rights to Company equity securities to be issued, it being specified that the maximum par value of

the share capital increases that could potentially be carried out pursuant to this delegation will be deducted (i) from the

aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of this General Shareholders’ Meeting or, as

the case may be, from the corresponding ceiling set pursuant to the terms of a resolution of the same type that were to

replace said resolution during the validity period of the delegation hereof, and (ii) from the EUR 4,360,000 sub ceiling

set pursuant to the 21st, 22nd and 23th resolutions of this General Shareholders’ Meeting;

2. decides that the Board of Directors will have all powers, with the ability to sub-delegate such powers as permitted by

law, for the purpose of implementing this resolution and, in particular, to:

- determine the list of securities contributed, set all the terms and conditions of the authorized transactions, valuate the contributions, set the conditions of the issuance of securities compensating such contributions, as well as, if applicable, the amount of cash to be paid, approve the grant of specific benefits, and reduce, provided contributors consent to it, the valuation of the contributions or the compensation of specific benefits;

- determine the securities to be issued (terms and conditions, amount, benefit entitlement date (jouissance)) and decide on the share capital increase compensating the contributions;

- determine the characteristics of the securities compensating the contributions and set the terms and conditions according to which the rights of holders of securities granting rights to equity securities will be preserved, as the case may be;



- generally, take all measures and complete all formalities useful for the issuance, the listing, and the financial servicing of the securities issued by virtue of this delegation as well as the exercise of the rights attached thereto;




of the 19th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017, and which shares the

same purpose as the resolution hereof;

This delegation, subject to the resolution hereof, will expire in twenty-six months as from the date of this Shareholders’

Meeting.


Twenty-fifth Resolution – Delegation of authority to be granted to the Board of Directors for an 18 month-period, for

the purpose of deciding to increase the share capital via the issuance of shares and securities granting access to the

share capital, and reserved for members of savings plans, without shareholders’ preferential subscription rights, for the

benefit of said members, and within the limit of a par value of EUR 400,000



in accordance with the provisions of Articles L. 225-129-2, L. 225-129-6, and L. 225-138-1 of the French Commercial

Code and, in particular, the provisions of Articles L. 3332-18 to L. 3332-24 of the French Labor Code:

1. delegates its authority to the Board of Directors, with the ability to sub-delegate under the conditions permitted by

law, for the purpose of deciding on the share capital increase, in one or more transactions, of a maximum par value of

EUR 400,000 or the equivalent in any other currency or monetary unit established by reference to several currencies (it

being specified that the par value of additional shares that could be issued, as the case may be, in the event of new

financial transactions, will be added to this limit in order to preserve the rights of holders of securities granting rights to

the share capital), via the issuance(s) of shares or equity securities granting rights to equity securities to be issued,

reserved for eligible current and former employees and corporate officers, pursuant to the terms of the French Labor

Code, who are members of one or several company savings plans (or any other plan under which Articles L. 3332-1 et

seq. of the French Labor Code or any other analogous law or regulation would allow for reserving a share capital

increase to its members under equivalent conditions) implemented within the Group including the Company and the

French or foreign companies related to the Company under the conditions set forth in Article L. 225-180 of the French

Commercial Code and Article L. 3344-1 of the French Labor Code, it being specified that the subscription of shares or

equity securities granting rights to equity securities to be issued can be carried out via a fonds commun de placement

d’entreprise (collective employee investment vehicle under French law, or “FCPE”), in particular an FCPE with an

investment “formula” in the meaning of the AMF’s regulations, or any other collective investment vehicle authorized

under applicable regulations;

2. decides that the maximum par value of share capital increases that could potentially be carried out based on this

delegation will be deducted from the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of this

General Shareholders’ Meeting or, as the case may be, from the corresponding ceiling set forth in a resolution of the

same type that were to replace said resolution during the validity period of the delegation hereof;

3. decides that the issuance price of the new shares or equity securities, granting rights to equity securities to be

issued, that could potentially be issued by virtue of this delegation, will be determined under the conditions set forth in

Articles L. 3332-18 et seq. of the French Labor Code and will be at least equal to the average of the prices quoted over

the twenty trading days preceding the day of the decision setting the opening date of the subscription decreased by the

maximum discount provided for by law on the day of the Board of Directors' decision; however, the General

Shareholders’ Meeting expressly authorizes the Board of Directors, if deemed appropriate, to reduce or cancel the

aforementioned discount, under applicable legal and regulatory limits, particularly in order to take into account, inter

alia, the locally applicable legal, accounting, tax, and social security regimes;

4. authorizes the Board of Directors to grant to the above-mentioned beneficiaries, free of charge and in addition to the

shares or equity securities, to be subscribed in cash and granting rights to equity securities to be issued, shares or

equity securities granting rights to equity securities to be issued or already issued, in substitution of all or part of the

discount above-mentioned and/or the employer matching contribution, it being understood that the benefit resulting

from this grant cannot exceed the applicable legal and regulatory limits under the terms of Articles L. 3332-10 et seq. of

the French Labor Code;

5. decides, for the benefit of the above-mentioned beneficiaries, to cancel shareholders’ preferential subscription rights

to the shares and equity securities granting rights to equity securities to be issued, the issuance of which is subject to

this delegation, it being specified that said shareholders also waive, in the event of the allocation, at no charge, of

shares or equity securities granting rights to equity securities to the above-mentioned beneficiaries, any right to said

shares or equity securities granting rights to equity securities, including the portion of capitalized reserves, profits, or

premiums, up to the amount of free securities allocated, carried out based on the terms of this resolution;


6. authorizes the Board of Directors, under the conditions of this delegation, to sell shares to members of a company

savings plan, as provided for under the terms of Article L. 3332-24 of the French Labor Code, it being specified that

sales of shares that include a discount awarded for the benefit of members of one or several company savings plans

described in this resolution will be deducted from the amount of the ceilings discussed above in Paragraph 1, up to the

par value of the shares thus sold;

7. decides that the Board of Directors will have all powers to implement this delegation, with the ability to sub-delegate

such powers as permitted by law, within the limits and under conditions specified above and, in particular:

- to set, under applicable legal conditions, the list of companies, the above-mentioned beneficiaries of which will be able to subscribe the shares or equity securities granting rights to equity securities thus issued, and benefit, as the case may be, from the grant of free shares or equity securities granting rights to equity securities;

- to decide that the subscriptions can be carried out directly by beneficiary members of a company savings plan, or via an FCPE or other structures or entities permitted under applicable legal or regulatory provisions;

- to set the opening and closing dates for subscriptions;

- to determine the amounts of the issuances that will be carried out by virtue of this authorization and to set, in particular, the issuance prices, dates, time frames, and terms and conditions applicable to the subscription, payment, delivery, and benefit entitlement (jouissance) of the securities (which could be retroactive), the reduction rules applicable in the event of oversubscription as well as the other terms and conditions of the issuances, within applicable legal and regulatory limits;

- in the event of a grant of free shares or equity securities granting rights to equity securities, to set the type, characteristics, and the amount of shares or equity securities granting rights to equity securities to be granted to each beneficiary, and to set the dates, time frames, and terms and conditions applicable to the allocation of these shares or equity securities granting rights to equity securities, within the legal and regulatory limits in force and, in particular, to fully or partially replace the discounts on the above-mentioned with this grant, or deduct the exchange value of these shares or equity securities granting rights to equity securities from the total amount of the employer matching contribution, or a combination of both, and deduct the necessary amounts, as the case may be, from the issuance reserves, profits, or premiums, to pay for the new shares to be issued that would be granted as such;

- to acknowledge the completion of the share capital increases up to the limit of shares effectively subscribed;

- as the case may be, to deduct, at its own discretion, the share capital increase costs from the amount of related premiums and withdraw the amounts necessary to increase the legal reserve to one tenth of the new share capital amount resulting from these share capital increases;

- to enter into all agreements, to complete all necessary transactions and formalities either directly or indirectly via an officer, including completing the formalities required following the share capital increases and amending the By-Laws accordingly;

- generally, to enter into any agreement, in particular for the purpose of successfully completing the planned issuances, to take all measures and decisions and to complete all formalities useful for the issuance, the listing, and the financial servicing of the securities issued by virtue of this delegation, as well as for the exercise of the rights attached thereto, or required post-completion of the share capital increases;

8. decides that this delegation will expire in eighteen months as from the date of this Shareholders’ Meeting;

9. acknowledges that this authorization cancels, effective on the date hereof, as the case may be, any unused portion

of the 19th resolution adopted by the Combined Shareholders’ Meeting dated May 11, 2017 in relation to the issuance,

without preferential subscription rights to shares or equity securities granting rights to equity securities, reserved for

members of company savings plans.

Twenty-sixth Resolution – Delegation of authority to be granted to the Board of Directors for an 18 month-period, for

the purpose of carrying out a share capital increase reserved for a category of beneficiaries, allowing for an employee

shareholding plan to be offered to employees of certain foreign Group subsidiaries, under conditions comparable to

those provided for in the 25th Resolution of this General Shareholders’ Meeting, without shareholders’ preferential

subscription rights, for the benefit of said category of beneficiaries, and within the limit of a par value of EUR 100,000

In accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, particularly Articles L.

225-129-2 and L. 225-138 of said Code, the Shareholders' Meeting, voting in accordance with the quorum and majority

rules governing extraordinary shareholders' meetings, after considering the Board of Directors’ Report and the Statutory

Auditors' Special Report:

1. acknowledges the fact that the legal and/or tax framework in certain countries could make it difficult or irrelevant to

implement employee shareholding plans carried out directly or via an FCPE by virtue of the 25th Resolution subject to

this General Shareholders’ Meeting (it being specified that eligible beneficiaries of the Groupe Nexans companies, the

registered headquarters of which are located in one of these countries, are hereinafter referred to as “Foreign

Employees,” and that the “Nexans Group” includes the Company and the French and foreign subsidiaries related to the

Company under the conditions set forth in Article L. 225-180 of the French Commercial Code and of Article L. 3344-1


of the French Labor Code) and, as a result, the fact that the implementation, for the benefit of Foreign Employees, of

alternate formulae differing from those offered to residents of France who are members of one of the company savings

plans established by one of the companies of the Nexans Group could be recommended;


for the purpose of deciding to increase the share capital of the Company, in one or several transactions, both in France

and abroad, in the amounts and at the times it shall determine, either in Euros or in any other currency or monetary unit

established by reference to several currencies, via the issuance of shares without shareholders’ preferential

subscription rights, for the benefit of the category of beneficiaries defined hereafter, it being specified that the

subscription of these shares can be carried out in cash or by offsetting receivables;

3. decides to cancel shareholders’ preferential subscription right to the shares issued in the context of this delegation

and to reserve the right to subscribe them to the following category of beneficiaries: any credit institution or subsidiary

of such an institution acting at the Company’s request to implement an alternate offer for the benefit of all or part of the

Foreign Employees, presenting an economic profile comparable to any employee shareholding scheme that could

potentially be put in place in the context of a share capital increase carried out pursuant to the terms of the 25th

Resolution of this General Shareholders’ Meeting;

4. decides that, in event this delegation is used, the issuance price of the new shares, to be issued pursuant to the

terms of this delegation, can neither be lower to an amount equal to the average of the opening prices of the Company

share during the twenty trading days preceding the date of the decision that sets the opening date of the subscription

period subject to this resolution or of a share capital increase carried out by virtue of the 25th Resolution of this General

Shareholders’ Meeting, decreased by the maximum discount above-mentioned in the 25th resolution; the Board of

Directors can decide to reduce or cancel any discount thus granted, if deemed appropriate and, in particular, in order to

take into account the legal, accounting, tax, and social security regimes applicable locally;

5. decides that the share capital increase(s) decided by virtue of this delegation can grant the right to subscribe a

number of shares representing a maximum par value of EUR 100,000;

6. decides that the maximum par value of share capital increases that could potentially be carried out based on this

authorization will be deducted from the aggregate EUR 14 million ceiling set in Paragraph 2 of the 19th resolution of

this General Shareholders’ Meeting or, as the case may be, from the corresponding ceiling set forth in a resolution of

the same type that were to replace said resolution during the validity period of the delegation hereof;

7. decides that the Board of Directors will have all powers, with the ability to delegate such powers as permitted by law,

for the purpose of using this delegation in the context of one or several transactions and, in particular:

- to compile the list of beneficiaries of each issuance from among the category of beneficiaries defined above, and the number of shares to be subscribed by each of them,

- to determine the employee shareholding schemes to be offered to Foreign Employees, in light of applicable local law restrictions, and to select the countries retained from among those in which the Group has subsidiaries, as well as the subsidiaries whose employees will be eligible to participate in the transaction,

- to determine the par value of the issuances to be carried out by virtue of this delegation and to set, in particular, the issuance prices, within the limits established in this resolution, to acknowledge the final amount of each share capital increase, and

- to set the dates and any other terms and conditions of such share capital increase under the conditions set forth by law,

- to take all measures to complete the issuances, to take the necessary steps to ensure the listing of the issued securities, complete the formalities required following the share capital increases and amend the By-Laws accordingly and, generally, do all that is necessary,

- as the case may be, if deemed appropriate, to deduct the costs of such a share capital increase from the amount of related premiums and withdraw the amounts necessary to increase the legal reserve to one tenth of the new share capital amount resulting from such a share capital increase;

- generally, to enter into any agreement, in particular for the purpose of successfully completing the planned issuances, to take all measures and decisions and to complete all formalities useful for the issuance, the listing, and the financial servicing of the shares issued by virtue of this delegation, as well as for the exercise of the rights attached thereto, or required post-completion of the share capital increases;


8. decides that this delegation will expire in eighteen months as from the date of this Shareholders’ Meeting.

Twenty-seventh Resolution – Authorization to be granted to the Board of Directors for a 12 month-period beginning

on January 1st, 2020, for the purpose of granting existing or newly issued free shares to employees and corporate

officers of the Group, or to some of them, in 2020, subject to the satisfaction of the performance conditions set by the

Board of Directors, and within the limit of 300,000 shares, without shareholders’ preferential subscription rights


shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors' Special Report:

1. authorizes the Board of Directors to grant existing or newly issued free shares (excluding preferred shares), in one or more installments, in the context of the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, and with the ability to sub-delegate as permitted by law, to beneficiaries or categories of beneficiaries it will select from among the employees of the Company, or companies or corporate groups related to it under the conditions set forth in Article L. 225-197-2 of said Code, and to corporate officers of the Company, or companies or corporate groups related to it that satisfy the conditions set forth in Article L. 225-197-1, II of said Code, under the conditions defined hereafter;

2. decides that the number of existing or newly issued shares allocated pursuant to this authorization cannot be

higher than 300,000 (this amount of existing or newly issued shares could be increased in order to take into account the additional number of shares that could be granted due to an adjustment in the number of shares initially granted following a transaction on the share capital of the Company);

3. decides that the grant of all or part of said shares to their beneficiaries will only become final and binding provided

the performance conditions, to be set by the Board of Directors based on the Appointments, Compensation, and Corporate Governance Committee’s proposal, are effectively met;

4. decides that the total number of existing or newly issued shares granted by virtue of this authorization to corporate

officers of the Company cannot exceed 12% of the authorized aggregate amount of shares to be granted, which corresponds to approximately 36,000 shares.

5. also decides that the grant of said shares to their beneficiaries will become final and binding at the end of a

minimum three-year vesting period, with no holding period, it being understood that the Board of Directors reserves the right to impose such a holding period, the length of which it will have the power to determine, it being further understood that the grant of shares to their beneficiaries will become final and binding prior to the expiration of the applicable vesting period in the event that the beneficiary suffers a disability classifiable in the second or third category set forth in Article L. 341-4 of the French Social Security Code, or their respective equivalents in other countries, and that the shares will be freely transferable as from that point;

6. grants all powers to the Board of Directors, with the right to sub-delegate such powers as permitted by law, for the

purpose of implementing this authorization and, in particular, to:

- determine whether the free shares granted are existing or newly issued shares and, as applicable, modify its choice

prior to the date on which the grant of shares becomes final and binding;

- determine the beneficiaries or category(ies) of beneficiaries of free shares among employees and corporate officers of the Company or the aforementioned companies or corporate groups, and the number of shares granted to each of them;

- set the conditions and, as applicable, the criteria governing the allocation of free shares, including the minimum vesting period and, as the case may be, the holding period to which each beneficiary is subject, under the conditions stipulated above, it being specified that concerning free shares granted to corporate officers, the Board of Directors must either (a) decide that the free shares granted cannot be sold by their holders prior to the termination of their duties as corporate officer, or (b) set the quantity of free shares granted that must be held in registered form until the termination of their duties as corporate officer;

- introduce the possibility of a temporary suspension of rights to the grant;

- acknowledge final vesting dates and the dates upon which the shares can be transferred freely, in consideration of any applicable legal restrictions;

- in the case of the issuance of new shares, to deduct, as applicable, the amounts necessary to cover the cost of said shares from the reserves, profits, or share premiums, to officially acknowledge the completion of share capital increases carried out pursuant to this authorization, make the corresponding amendments to the By-Laws and, generally, do all that is necessary and complete all necessary formalities.

7. decides that the Company may, where applicable, make the necessary adjustments to the number of free shares

granted in order to protect the rights of beneficiaries, based on any potential transactions involving the Company's

share capital, particularly in the event of a change in the par value of the share, a share capital increase through

the capitalization of reserves, a grant of free shares, an issuance, with preferential subscription rights reserved for


shareholders, of new Company equity securities or securities granting rights to its share capital, a share split or

reverse share split, a distribution of reserves, share premiums, or any other assets, the amortization of the share

capital, the modification of the distribution of the profits by the creation of preferred shares or any other

transactions affecting the shareholders' equity or the share capital (including by way of a public takeover and/or a

change of control). It is specified that the shares granted pursuant to said adjustments will be deemed granted on

the same day as the initially granted shares;

8. acknowledges that in the event of a grant of new free shares, this authorization shall imply, gradually as said

shares are definitively granted, the execution of a share capital increase by capitalization of reserves, profits, or

share premiums for the benefit of said shares’ beneficiaries, coupled with shareholders waiving their preferential

subscription rights to said shares, also for the benefit of said shares’ beneficiaries;

9. acknowledges that, in the event that the Board of Directors uses this authorization, it shall inform the Ordinary

Shareholders’ Meeting every year regarding the transactions carried out by virtue of the provisions of Articles L.

225-197-1 to L. 225-197-3 of the French Commercial Code, under the conditions set forth in Article L. 225-197-4 of

said Code;

10. decides that this authorization is granted for twelve months as from January 1st, 2020.

Twenty-eighth Resolution – Authorization to be granted to the Board of Directors for a 12 month-period beginning on

January 1st, 2020 for the purpose of granting existing or newly issued free shares to employees, or to some of them,

within the limit of 50,000 shares, not subject to performance conditions, without shareholders’ preferential subscription

rights


shareholders' meetings, after considering the Board of Directors’ Report and the Statutory Auditors' Special Report:

1. authorizes the Board of Directors to grant existing or newly issued free shares (excluding preferred shares), in one

or more installments, in the context of the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, and with the right to sub-delegate as permitted by law, to beneficiaries or categories of beneficiaries it will select from among the employees of the Company, or companies or corporate groups related to it under the conditions set forth in Article L. 225-197-2 of said Code, under the conditions defined hereafter;

2. decides that the number of existing or newly issued shares allocated pursuant to this authorization cannot be

higher than 50,000 (this amount of existing or newly issued shares could be increased in order to take into account the additional number of shares that could be granted due to an adjustment in the number of shares initially granted following a transaction on the share capital of the Company);

3. also decides that the grant of said shares to their beneficiaries will become final and binding either at the end of a

minimum three-year vesting period, with no holding period, it being understood that the Board of Directors reserves the right to impose such a holding period, the length of which it will have the power to determine, it being further understood that the grant of shares to their beneficiaries will become final and binding prior to the expiration of the applicable vesting period in the event that the beneficiary suffers a disability classifiable in the second or third category set forth in Article L. 341-4 of the French Social Security Code, or their respective equivalents in other countries, and that the shares will be freely transferable as from that point;

4. grants all powers to the Board of Directors, with the ability to sub-delegate such powers as permitted by law, for the

purpose of implementing this authorization and, in particular, to:

- determine whether the granted free shares are existing or newly issued shares and, as applicable, modify its choice prior to the date on which the grant of shares becomes final and binding;

- determine the beneficiaries or category(ies) of beneficiaries of free shares from among employees of the Company or the aforementioned companies or corporate groups, and the number of shares granted to each of them;

- establish the conditions and, as applicable, the criteria governing the grant of shares, including the minimum vesting period and, as the case may be, the holding period to which each beneficiary is subject, under the conditions stipulated above;

- introduce the possibility of a temporary suspension of rights to the grant;

- acknowledge final vesting dates and the dates upon which the shares can be transferred freely, in consideration of any applicable legal restrictions;

- in the case of the issuance of new shares, to deduct, as applicable, the amounts necessary to cover the cost of said shares from the reserves, profits, or share premiums, to officially acknowledge the completion of share capital increases carried out pursuant to this authorization, make the corresponding amendments to the By-Laws and, generally, do all that is necessary and complete all necessary formalities.


5. decides that the Company may, where applicable, make the necessary adjustments to the number of free shares

granted in order to protect the rights of beneficiaries, based on any potential transactions involving the Company's share capital, particularly in the event of a change in the par value of the share, a share capital increase through the capitalization of reserves, a grant of free shares, an issuance, with preferential subscription rights reserved for shareholders, of new Company equity securities or securities granting rights to its share capital, a share split or reverse share split, a distribution of reserves, share premiums, or any other assets, the amortization of the share capital, the modification of the distribution of the profits by the creation of preferred shares or any other transactions affecting the shareholders' equity or the share capital (including by way of a public takeover and/or a change of control). It is specified that the shares granted pursuant to said adjustments will be deemed granted on the same day as the initially granted shares;

6. acknowledges that in the event of a grant of new free shares, this authorization shall imply, gradually as said

shares are definitively granted, the execution of a share capital increase by capitalization of reserves, profits, or share premiums for the benefit of said shares’ beneficiaries, coupled with shareholders waiving their preferential subscription rights to said shares, also for the benefit of said shares’ beneficiaries;

7. acknowledges that, in the event that the Board of Directors uses this authorization, it shall inform the Ordinary

Shareholders’ Meeting every year regarding the transactions carried out by virtue of the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code, under the conditions set forth in Article L. 225-197-4 of said Code;

8. decides that this authorization is granted for twelve months as from January 1st, 2020.


Twenty-ninth Resolution – Powers to complete legal formalities


meetings, grants all necessary powers to the bearer of an original, a copy, or an excerpt of the minutes of this

Shareholders’ Meeting in order to complete any and all filings and formalities relating to the resolutions adopted by the

Shareholders' Meeting.


Candidates for Directors

Hubert Porte Age 54 French nationality

Founding Partner and CEO of Ecus Administradora General de Fondos S.A.

Number of Nexans shares

571

Date of first appointment as director

November 10, 2011

Expertise/Experience

Hubert Porte is Founding Partner and CEO of the private equity firm Ecus Administradora General de Fondos S.A., which was founded in 2004 and invests in Chile through private equity funds Ecus Private Equity I and Ecus Agri-Food. Hubert Porte is a director of the Chilean companies AMA Time and Loginsa S.A.. He is also managing partner of Latin American Asset Management Advisors Ltda (LAAMA), which he founded in 2004, and which is the exclusive distributor for the Chilean and Peruvian pension funds of AXA Investment Managers’ mutual funds. LAAMA currently manages USD 1.2 billion worth of investments for these funds.

Corporate mandates as of December 31, 2018

- Director of Invexans* (Quiñenco group) – Hubert Porte resigned as director on January 28, 2019

- The following positions in Chilean companies whose financial investments are managed by Ecus Administradora General de Fondos S.A.*: ▪ Director of AMA Time* (agri-food company) ▪ Director of Loginsa* (logistics company) ▪ Managing Partner of Latin America Asset Management Advisors*

(asset management firm)

Independence

Independent director since January 29, 2019 See Section 2.3.1.2. of the 2018 Registration Document.

Committee involvement

Member of the Accounts, Audit Committee and Risk Committee

(*) Offices held in foreign companies or institutions. (in bold) Offices held in French or foreign publicly traded companies.


Jean Mouton Age 63 French nationality Senior Partner and Managing Director of the Boston Consulting Group Number of Nexans shares

8,550

Date of first appointment as Censor

February 14, 2019


Jean Mouton is Senior Partner and Managing Director at the Boston Consulting Group (BCG). Since joining the BCG in 1982, Jean has worked extensively, mostly in France and in Italy, in a wide range of industry sectors, including energy, industrial goods and infrastructure. He has partnered with global companies to redefine their strategies and organization and has supported numerous clients through mergers and acquisitions. Prior to joining BCG, Jean worked for Vinci in the Middle East. He is a member of the Audit Committee of the ARC Foundation (NGO cancer research). Jean is a graduate engineer from the Ecole Supérieure des Travaux Publics and holds an MBA from the University of Chicago Booth.


- Senior Partner and managing director of the Boston Consulting Group

- Member of the Audit Committee of the ARC Foundation

- Member of the supervisory board of the Hermione Academy Foundation

Independence

Independent director See Section 2.3.1.2. of the 2018 Registration Document


-



Oscar Hasbún Martinez Age 49 Chilean nationality

Chief Executive Officer of CSAV (Compaňia Sud Americana de Vapores S.A.)

Number of Nexans shares 0

Date of first appointment as Censor

May 17, 2018


Oscar Hasbún Martínez is Chief Executive Officer of CSAV (Compaňia Sud

Americana de Vapores S.A.), Deputy Vice-Chairman of the supervisory board

of Hapag-Lloyd AG and member of its audit committee. From 1998 to 2002,

Oscar Hasbún Martínez was Managing Director and Member of the Executive

Board of the Chilean subsidiary of Michelin. In 2002 he joined the Quiňenco

Group, where he was in charge of its investments in Croatia. In 2011, he was

appointed CEO of CSAV, where he led the shipping company's transformation,

restructuring and subsequent merger with Hapag-Lloyd. Oscar Hasbún

Martínez has a degree in business administration from Universidad Católica de

Chile.


– Various mandates within the Quiñenco Group companies: – Chief Executive Officer of CSAV* (Compaňia Sud Americana de

Vapores S.A.), – Deputy Vice-Chairman of the supervisory board and Chairman of the

audit and finance committee of Hapag-Lloyd AG* – Chairman of the Board of Directors of SM SAAM* (Sociedad Matriz

SAAM S.A.) – Director of SAAM S.A.*, SAAM Logistics S.A.*, SAAM SMIT Towage

Mexico S.A. of C.V.*, Florida International Terminal LLC*, Sociedad Portuaria de Caldera (SPC) S.A.*, Sociedad Portuaria Granelera de Caldera (SPGC) S.A., Iquique Terminal Internacional S.A.*, San Antonio Terminal Internacional S.A.*, San Vicente Terminal Internacional S.A.*

– Chairman of SAMM Ports S.A.* and SAAM Puertos S.A.* – Advisor of SOFOFA* (professional non-profit federation of Chilean

industry and trade unions)

Independence Director proposed by the main shareholder Invexans Limited (UK).

See Section 2.3.1.2. of the 2018 Registration Document


– Member of the Transformation Committee



Bpifrance Participations, represented by Anne-Sophie Hérelle Age 39 French nationality

Managing Director - Mid & Large Cap at Bpifrance

Number of Nexans shares held by Bpifrance Participations

3,363,446

Date of first appointment director

-


A graduate of HEC, Anne-Sophie Hérelle has more than 15 years of experience in investment. After advising investment funds and companies on mergers and acquisitions for six years at JPMorgan Bank in London and Paris, she joined the Fonds Stratégique d’Investissement (FSI), now Bpifrance, as an investment manager when it was created in 2009. Since 2017, she has been a member of the Executive Committee of Bpifrance Capital Development.


– Permanent representative of Bpifrance on the Strategic Board of NGE SAS and Member of its Audit Committee

– Permanent representative of Bpifrance on the Board of Directors of TOTAL EREN SA

Independence

Non-independent director.


-

(*) Offices held in foreign companies or institutions.

(in bold) Offices held in French or foreign publicly traded companies.


Presentation of the Board of Directors

and the Committees

The Board of Directors establishes the strategic orientations for the Group and oversees their

implementation. At March 19, 2019 the Board of Directors comprised 13 members, including 6 independent

directors. Two censors take part in Board of Directors meetings.

Directors hold office for a four-year term at most, which may be renewed.

Georges Chodron de Courcel

Chairman of the Board of Directors

Angéline Afanoukoé(2)

Senior Manager of Nexans External Affairs

Anne Lebel* (lead independent director since March 19, 2019)

Chief Human Resources Officer of Natixis

Cyrille Duval*

Chief Executive Officer of Sorame

Marie-Cécile de Fougières(3) Industry & Solutions Europe Customer Service Manager EPC’s (Engineering, Procurement and Consulting) and Operators at Nexans

Véronique Guillot-Pelpel*(6)

Judge (Juge consulaire) at the Paris Commercial Court Fanny Letier*(5)

Co-founder of GENEO Capital Entrepreneur

The directors' terms of office expire as follows:

2019 Shareholders’ Meeting Georges Chodron de Courcel, Cyrille Duval*, Hubert Porte*(4)

2020 Shareholders’ Meeting Marie-Cécile de Fougières(3), Colette Lewiner*, Kathleen Wantz-O’Rourke*

2021 Shareholders’ Meeting Marc Grynberg*, Francisco Pérez-Mackenna(1), Andronico Luksic Craig(1)

2022 Shareholders’ Meeting Anne Lebel*, Fanny Letier*(5)

Angeline Afanoukoé(2)’s mandate will end on in October 2021 ACCOUNTS, AUDIT AND RISK COMMITTEE

• Cyrille Duval* (Chairman)

• Hubert Porte*(4)

• Kathleen Wantz-O’Rourke*

• STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE

• Fanny Letier*(5) (Chairwoman)

• Marc Grynberg*

• Colette Lewiner*

• Francisco Pérez Mackenna(1)

*Independent Directors

(1) Director proposed by main shareholder Invexans Limited (UK) (Quiñenco Group) (2) Director representing employees (3) Director representing employee shareholders (4) Director proposed by main shareholder Invexans Limited (UK) (Quiñenco Group), who resigned from his director’s mandate of Invexans (Chile) on

January 28, 2019 (5) Director proposed by shareholder Bpifrance Participations, who resigned from her director’s mandate of Bpifrance on September 30, 2018 (6) Director who resigned on March 19, 2019, with effect on May 14, 2019

Colette Lewiner*

Advisor to the Chairman of Cap Gemini

Andrónico Luksic Craig(1) Chairman of the Board of Directors of Quiñenco Francisco Pérez Mackenna(1) Chief Executive Officer of Quiñenco Hubert Porte(4)* Founding Partner and CEO of Ecus Administradora General de Fondos S.A. Kathleen Wantz-O’Rourke* Executive Director Finance and Legal at Keolis Marc Grynberg* Chief Executive Officer of Umicore Oscar Hasbún Martinez (Censor since May 17, 2018) Chief Executive Officer of CSAV (Compaňia Sud Americana de Vapores S.A.), Quiñenco Group Jean Mouton (Censor since February 14, 2019) Senior Partner and Managing Director of Boston Consulting

Group

APPOINTMENTS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE

• Anne Lebel* (Chairwoman)

• Cyrille Duval*

• Véronique Guillot-Pelpel*(6)

• Fanny Letier*(5)

• Francisco Pérez Mackenna(1)

TRANSFORMATION COMMITTEE

• Georges Chodron de Courcel

• Marc Grynberg*

• Oscar Hasbún Martinez

• Kathleen Wantz-O’Rourke*


Overview of 2018 financial year

Net sales for 2018 totaled 4,409 billion euros (at constant metal prices), representing an organic contraction

of -0,8% compared with 2017.

2018 Key figures

(in millions of euros) At constant non-ferrous metal prices

2017 2018

Sales

Operating margin

Operating margin rate (% of sales)

Net income (Group share)

4,571

272

6.0%

125

4,409

325

7.4%

14

SALES BREAKDOWN BY BUSINESS

2017 2018

(in millions of euros) At constant non-ferrous metal prices

Building & Territories 1,757 1,742

High Voltage and Projects 885 683

Telecommunication & Data 512 496

Industries and Solutions 1,126 1,160

Others 290 329

Group total 4,571 4,409

OPERATING MARGIN BY BUSINESS

(in millions of euros) 2017 2018

Building & Territories 126 120

High Voltage and Projects 118 68

Telecommunication & Data 62 44

Industries and Solutions 89 86

Others 16 7

Group total 411 325


2018 results by business

Building & Territories

Sales generated by the Building & Territories segment amounted to 2,774 million euros at current metal prices and 1,742 million euros at constant metal prices, corresponding to organic growth of +4.5%.

- Sales of power cables for the building market grew by +9.1% on an organic basis. Positive momentum was restored in the second half, with organic growth rising to +10.2% versus second half 2017. All geographic areas contributed to the improvement and the double-digit growth in sales had a positive impact on margins, which rose significantly in the second half.

- In Europe (+9.1%), growth was strong in main geographic markets. Volumes were solid and the business development plans launched in several product categories started to deliver results. EBITDA improved by 150 basis points compared with 2017.

- A similar trend was observed in North America (+10.1%), helped by robust growth in Canada. In addition, the Group was able to pass on to customers part of the increase in raw material prices and freight costs.

- In South America (+7.4%), the Group continued to benefit from its business development initiatives in Chile and Colombia. However, margins were lower than expected in Brazil.

- In the Asia-Pacific region, sales rose by +12.6% on an organic basis, with growth led by improved business volumes in Australia. In South Korea, sales stabilized in the second half compared with 2017 after rising strongly in the first six months of the year.

- In the Middle East/Africa region (+8.4%), the strong sales dynamic in Turkey and Morocco offset a loss of momentum in Lebanon. On November 9, a new plant was opened in the Ivory Coast. This investment is part of the Group’s business development strategy in Africa and will also contribute to economic growth in the Economic Community of West African States (ECOWAS). The initial contribution from the new plant is included in the region’s 2018 sales.

Sales of distribution cables and accessories were on a par with 2017, despite the non-renewal of several frame agreements. After a weak first quarter when organic growth was a negative -4.7%, sales to energy operators grew organically in the last three quarters of 2018. The two-year (2018-2020) contract for an amount of more than 190 million euros that the Group was awarded, in late 2018 will boost sales in Italy and the Latin American countries. Growth in cable sales in Europe and South America offset a slight loss of momentum in the other regions and weaker accessory sales. The picture in Europe excluding accessories (+2.1%) remained mixed between fast-growing markets (Italy, Norway, Greece and Sweden) and lower volumes with France’s national energy operator. Sales of accessories contracted by -7.8% on an organic basis, mainly due to lost medium-voltage accessory volumes in France. In South America, deliveries under a new overhead power lines contract in Brazil drove faster growth in the second half (period-on-period organic growth of +41.1%), lifting the segment’s total sales in the region by +7.8%. The Group also won a second big contract in 2018 that will guarantee strong business volumes for the segment in 2019. Sales in the other regions retreated by some -1.2%. These sales performances led Building & Territories EBITDA to reach 120 million euros in 2018 compared with 126 million euros in 2017, representing 6.9% of sales at constant metal prices versus 7.2%. This corresponds to an operating margin of 72 million euros versus 77 million euros in 2017. Overall margins continued to be affected by raw materials price inflation. However, the situation varied depending on activity, with building market margins boosted by higher volumes and distribution cable margins eroded by tough market conditions.


High Voltage and Projects

Sales generated by the High Voltage & Projects segment amounted to 745 million euros at current metal prices and 683 million euros at constant metal prices. Organic growth was a negative -21.3%, reflecting the exceptionally high 2017 basis of comparison, especially for installation services. The fourth quarter saw an upturn in order intake, with new contracts totaling some 400 million euros booked during the period. As of December 31, 2018, the order backlog stood at over 1,250 million euros, or the equivalent of more than 18 months’ worth of sales. Work on existing contracts is progressing on schedule. With organic growth for land high-voltage projects at a negative -21.9%, capacity utilization rates at the plants in Europe and China were very low throughout the year. This severely affected the business’s profitability, despite the cost-cutting and short-term working initiatives introduced during the year, and a more ambitious cost reduction plan is currently being drawn up. In addition, based on the revised long-term projections used for impairment testing purposes, impairment losses were recorded on the land high-voltage in China in first half 2018 (18 million euros) and in Europe in the fourth quarter (28 million euros). In Europe, the Group has strengthened its technological positioning by successfully qualifying a 525 kV HVDC underground cable system to German TSO standards. This technological breakthrough opens up very promising commercial opportunities. Also, work is continuing to convert the Goose Creek facility into a submarine cables production plant. In the submarine high-voltage cables segment, after an exceptional 2017 which saw organic growth of +41.0%, sales contracted by -21.1% on an organic basis in 2018, due to weak umbilical cable volumes and deferrals of projects and contracts originally planned for the second half. Two of the deferred contracts were recorded in the order book in the fourth quarter of 2018 and have been added to the 2019 backlog, leading to a full workload for Energy projects (interconnections and wind farms). High Voltage & Projects EBITDA came to 68 million euros in 2018 compared with 118 million euros in 2017, representing 9.9% of sales at constant metal prices versus 13.3%. This corresponds to an operating margin of 34 million euros versus 80 million euros in 2017. In the submarine cables segment, the margin rate improved slightly following an excellent contract execution performance in the second half. However, in the land high-voltage segment, both periods were adversely affected by low workloads, an unfavorable mix and litigation costs. Telecommunication and Data

The Telecom & Data segment’s sales totaled 561 million euros at current metal prices and 496 million euros at constant metal prices. After a weak first half when sales contracted by -4.2% on an organic basis, the second half saw organic growth of +0.7%, thereby limiting the organic decline over the full year to -1.8% versus 2017. Sales of LAN cables and systems were down -1.5% compared with 2017, after taking into account sequential organic growth of +1.1% in the second half. In North America, the return to organic growth observed in the third quarter continued in the last three months, leading to +11.9% growth in the second half and stable sales over the full year. Increased sales of copper cables offset the sharp fall in optical fiber cable sales that was partly due to the narrower market for combined copper and fiber cabling solutions. The segment held onto its market share, but at the expense of margins. In other geographic areas, stable European volumes failed to offset the impact of lower volumes in the Asia-Pacific region.


Sales of telecom infrastructure cables grew by +5.1% year-on-year, helped by strong +8.6% organic growth in the second half. Growth was led by the Europe region, where monomode optical fiber cables and accessories market shows clear development potential. To take advantage of this opportunity, in mid-2018, the Group launched a 10 million euro project to increase its European production capacity. The -25.8% reduction in special telecom sales adversely affected the segment’s overall momentum. Telecom & Data EBITDA amounted to 44 million euros compared with 62 million euros in 2017, representing 8.9% of sales at constant copper prices versus 12.1%. This corresponds to an operating margin of 34 million euros versus 52 million euros in 2017. The decline was mainly due to lower margins in the LAN cables and systems segment. However, in the United States, which accounts for roughly 50% of the LAN segment, aggressive cost-cutting measures launched in the second half restored profitability to a normative level in the last six months of the year. Industries and Solutions

Sales for the Industry & Solutions segment totaled 1,390 million euros at current metal prices and 1,160 million euros at constant metal prices, representing organic growth of +2.7% for the year and a strong +4.4% in the second half. The Transportation sub-segment delivered growth of +3.7%.

- Sales of automotive harnesses were up by +4.3%; reflecting the deployment of contracts in Europe and North America that were accompanied by an erosion of margins. The activity responded efficiently to program adjustments made by customers as they struggled to comply with the new WLTP vehicle emission standards. In Europe, measures are in progress to optimize production costs.

- Sales of railway cables grew by +11.7%, reflecting high export volumes delivered from European plants (in France and Germany) and solid volumes in the Asia-Pacific region (in China and Australia).

- Sales of cables for shipyards started to level off (contracting by -1.7% on an organic basis) after falling steadily for more than three years. The decline in aeronautical cable sales slowed from -3.8% in the first half to -1.7% in the second.

Sales in the Resources sub-segment fell by -3.0% on an organic basis over the year, but this represented a marked improvement compared with the -12.2% drop recorded in the first half.

- The recovery in sales of mining and energy (including renewable energy) production cables accelerated, with organic growth rates reaching +13.8% and +37.0% respectively.

- However, sales of wind turbine cables continued to be hit by weak demand in Europe.

- Sales in the Oil & Gas13 sector (excluding umbilical cables and shipyard operations) were down -14.6% year-on-year, reflecting the steep decline in extraction cable sales in South Korea that could not be offset by the strong +16.9% increase in sales by AmerCable.

Industry & Solutions EBITDA came to 86 million euros in 2018 compared with 89 million euros in 2017, representing 7.4% of sales at constant metal prices versus 7.9%. This corresponds to an operating margin of 51 million euros versus 56 million euros in 2017. The decline was due to narrower margins on automotive harnesses, after taking into account the extra costs generated by changes to the various production flows. In addition, substantial R&D costs were once again incurred in 2018, especially for electric vehicle projects.

13 Oil & Gas activities cover (i) cables for oil and gas production and refining and for Asian shipyards, and (ii) umbilical cables.


Other Activities

Sales in the Other Activities sector mainly concern external sales of copper wire, which amounted to 1,020 million euros at current metal prices and 329 million euros at constant metal prices, representing organic growth of +19.6% led by sales in Canada. EBITDA generated by Other Activities corresponds to the profit earned on external sales of copper wire less corporate costs that cannot be allocated to the other segments. It amounted to 7 million euros (compared with 16 million euros in 2017), corresponding to an operating margin of a negative 2 million euros (positive 7 million euros in 2017).


Company’s financial results for the last 5 financial years

2018 2017 2016 2015 2014

I- Share capital at the end of

the fiscal year (1)

a) Share capital (in thousands

of euros) 43,606 43,495 43,411 42,598 42,051

b) Number of shares issued 43,606,320 43,494,691 43,411,421 42,597,718 42,051,437

II- Results of operations

(in thousands of euros)

a) Sales before taxes 31,596 27,422 21,917 22,831 17,843

b) Income before tax,

employee profit-sharing,

depreciation, amortization and

provisions

9,749 29,429 (51,461) (101,110) (64,817)

c) Income taxes

944 894 815 816 901

d) Employee profit-sharing due

for the fiscal year (17) (113) (145) (57) (94)

e) Income after tax, employee

profit-sharing, depreciation,

amortization and provisions 6,217 25,333 7,013 1,885 (66,588)

f) Dividends 13,082(2) 30,257 21,605 - -

III- Income per share (in

euros)

a) Income after tax and

employee profit-sharing but

before depreciation,

amortization and provisions

0,24 0,69 (1,17) (2,37) (1,54)

b) Income after tax, employee

profit-sharing, depreciation,

amortization and provisions

0,14 0,58 0,16 0,04 (1,58)

c) Dividend per share 0,30 0,70 0,50 - -

IV- Personnel

a) Average headcount during

the year

6 8 6 6 8

b) Total fiscal year payroll (in

thousands of euros)

6,980 4,860 3,945 4,375 4,514

c) Total amount paid for

employee benefits during the

fiscal year (in thousands of

euros)

1,620 1,315 1,315 1,458 1,504

(1) Refer to paragraph 6.2.1.2. for the indication of the number of convertible bonds. (2) Based on the number of shares at December 31, 2018, ie 43,606,320


Information request form

Mixed Shareholders’ Meeting

Thursday May 15, 2019 at 2:30 p.m.

Cœur Defense Conference Centre - Hermes Amphitheater (level -1),

110, Esplanade du Général de Gaulle, 92400 Courbevoie, France

I, the undersigned Mrs Miss Mr. Company

Name (or company name) :…………………………………………………………………………………………………………

First name :……………………………………………………………………………………………………………………………

Full address : ……………………………………………………………………………………………………………………..…..

………………………………………………………………………………………………………………………………………….

Holder of ………………………….. registered shares and/or ………………………………. bearer shares

Wish to receive the documents and information for the next Mixed Shareholders’ Meeting specified in article

R.225-83 of the French Commercial Code.

Signed at: ………………, Dated: …………..………2019

Signature

Nota: Pursuant to Article R. 225-88 paragraph 3 of the French Commercial Code, registered shareholders, upon simple request,

may obtain from the Company documents and information specified in Articles R. 225-81 and R. 225-83 of the French Commercial

Code for all subsequent Shareholders’ Meetings. Registered shareholders who wish to benefit from this option should specify so

in this document.

This request duly completed must be returned:

- If you hold registered shares: to Société Générale – Service Assemblées Générales (CS 30812, 32 rue du Champ de Tir, 44308 Nantes Cedex 03).

- If you hold bearer shares: to the intermediary that manages your securities account.


Nexans brings energy to life through an extensive range of advanced cabling systems, solutions and

innovative services. For over 120 years, Nexans has been providing customers with cutting-edge cabling

infrastructure for power and data transmission. Today, beyond cables, the Group advises customers and

designs solutions and services that maximize performance and efficiency of their projects in four main

business areas: Building & Territories (including utilities, e-mobility), High Voltage & Projects (covering

offshore wind farms, submarine interconnections, land high voltage), Telecom & Data (covering data

transmission, telecom networks, hyperscale data centers, LAN), and Industry & Solutions (including

renewables, transportation, Oil & Gas, automation, and others). Corporate Social Responsibility is a

guiding principle of Nexans’ business activities and internal practices. In 2013 Nexans became the first

cable provider to create a Foundation supporting sustainable initiatives bringing access to energy to

disadvantaged communities worldwide. The Group’s commitment to developing ethical, sustainable and

high-quality cables also drives its active involvement within leading industry associations, including

Europacable, the NEMA, ICF or CIGRE to mention a few.

Nexans employs nearly 27,000 people with industrial footprint in 34 countries and commercial activities

worldwide. In 2018, the Group generated 6.5 billion euros in sales. Nexans is listed on Euronext Paris,

compartment A.

www.nexans.com

Nexans

Joint stock Company with a share capital of 43,606,320 euros

Registered office: 4 Allée de l’Arche - 92400 Courbevoie - France

393 525 852 Trade and Companies’ Register Nanterre

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