Composition of the Board of Directors - Shareholders’ Meetings of November 10, 2011: Details
Paris, September 30, 2011
Composition of the Board of Directors
The Nexans Board of Directors, chaired by Frédéric Vincent, met on September 30, 2011. As a consequence of Madeco owning more than 19% of Nexans share capital and in accordance with the agreement signed on March 27, 2011, the Board of September 19th called a Mixed Shareholders’ Meeting to be held on November 10th, 2011 in order to approve:
- The removal of the provisions of the articles of association providing for double voting rights and for a 8% voting rights limitation.
- The introduction into the articles of association of a 20% limit on the voting rights that may be cast on any resolution relating to major transactions (such as mergers or significant capital increases).
- The appointment of Mr. Hubert Porte as third Madeco representative at the Board besides Guillermo Luksic and Francisco Pérez.
Given the increased level of ownership of Madeco in Nexans share capital and in accordance with rules of good corporate governance and the provisions of the AFEP-MEDEF Code, these three directors are considered to be non independent.
In this context and with the objective of strengthening the number of independent directors, Mr. Gérard Hauser has decided to resign from his term of office. Being at the origin of the creation of Nexans, Gérard Hauser launched the IPO of the Company in June 2001 and was its Chairman and CEO up to May 2009. The Board unanimously expressed a warm and heartfelt tribute for the work completed during all these years.
Shareholders meetings of November 10, 2011 : details on the publication of preparatory documents
The Company’s shareholders are invited to attend the Mixed General Shareholders' Meeting to be held on Thursday, November 10, 2011 at 9 a.m. at the Capital 8 auditorium, 32 rue de Monceau, Paris (8th arrondissement).
Shareholders who are holders of shares with double voting rights are also invited to attend the Special Meeting of Shareholders that will meet at 9.45 a.m. on the same day and at the same venue to approve the removal of double voting rights.
Prior notices regarding these two meetings, including the agenda and the draft resolutions along with instructions on how to cast votes were published in the Bulletin des Annonces Légales Obligatoires (BALO) on September 30, 2011. These notices have been made available on Nexans’ Internet site under Finance/Shareholders’ Meetings/Shareholders’ Meetings on November 10, 2011.
The report of the Board on the draft resolutions submitted to the Mixed General Shareholders' Meeting and the report of the Board on the draft resolutions submitted to the Special Meeting are available online on the Internet site at the same address.
The remaining documents and details regarding these meetings will be made available to shareholders in accordance with applicable laws and regulations.
2011 financial calendar
- October 27, 2011: third-quarter 2011 sales
- November 23, 2011: individual shareholder meeting in Toulouse*
* Approximate date to be confirmed.
With energy as the basis of its development, Nexans, worldwide expert in the cable industry, offers an extensive range of cables and cabling systems. The Group is a global player in the infrastructure, industry, building and Local Area Network markets. Nexans addresses a series of market segments: from energy, transport and telecom networks to shipbuilding, oil and gas, nuclear power, automotives, electronics, aeronautics, material handling and automation. Nexans is a responsible industrial company that regards sustainable development as integral to its global and operational strategy. Continuous innovation in products, solutions and services, employee development and engagement, and the introduction of safe industrial processes with limited environmental impact are among the key initiatives that place Nexans at the core of a sustainable future. With an industrial presence in 40 countries and commercial activities worldwide, Nexans employs 23,700 people and had sales in 2010 of 6 billion euros. Nexans is listed on NYSE Euronext Paris, compartment A. For more information, please consult www.nexans.com