Notice of the Annual Shareholders’ Meeting - Election of new Directors and renewal of a Director’s term of office - Resolutions proposed to the Shareholders Meeting relating to the Madeco transaction
Paris, March 7, 2008 – Nexans’ Board of Directors, who met on February 22, 2008, decided to propose to the Annual Shareholders’ Meeting:
- the payment of a 2-euro per share dividend
- the renewal of Colette Lewiner as Director for a 4 year term
- the election of Frédéric Vincent* as Director for a 4 year term, and
- to hold the Annual Shareholders’ Meeting (on second call) on:
Tuesday, April 22nd, 2008, at 3.00 pm,
in the auditorium of the Musée d’Orsay (62 rue de Lille, 75007 Paris)
Moreover, following the signing of a final agreement with Madeco on February 21, 2008, two resolutions submitted to the Shareholders Meeting relate to the acquisition of Madeco’s cable business, which had been announced on November 15, 2007:
- the election of a Madeco representative, Guillermo Luksic Craig*, as Director for a 4 year term, subject to and with effect as of the closing of the acquisition of Madeco’s cable business (scheduled for the third quarter 2008).
- the proposed delegation to the Board of the power to increase Nexans share capital by a maximum of 10%, which delegation would be used to issue 2.5 million shares to Madeco in consideration for the contribution to Nexans of Madeco cable-related activities. The remainder of the consideration due to Madeco would be paid for in cash for a total amount of 347 million US dollars – to be adjusted by financial debt and working capital at closing.
Notice of this Annual Shareholders’ Meeting, as well as the agenda, the text of the proposed resolutions and the main conditions applicable to the participation and vote at this Meeting, were published in the Bulletin des Annonces Légales Obligatoires (“BALO”) on March 5, 2008. A copy of the notice of the meeting, together with the report of the Board of Directors on the proposed resolutions are available online on Nexans website (www.nexans.com). The documents and information related to this Meeting may be consulted by the shareholders under the conditions provided under applicable laws and regulations.
Moreover, Nexans’ 2007 Annual Report is available online on the Nexans website (“Regulatory required information” section) and on the AMF (Autorités des Marchés Financiers) website (www.amf-france.org). It includes the 2007 annual financial report, the Chaiman’s report on the manner in which the work of the Board is prepared and organized as well as the internal control procedures, the statutory auditors’ reports and the information related to their fees.
* Frédéric Vincent
Frédéric Vincent was appointed Chief Operating Officer of Nexans in 2006. From 1978 to 1985, he was a member of a major audit firm. He joined Alcatel in 1986 and integrated Alcatel’s Cables and Components sector in 1989. He was appointed Deputy Managing Director (Administration and Finance) of Alcatel's undersea telecommunications activities in 1994 and of Saft, Alcatel's batteries activity, in 1997. In 2000, he became Nexans' Chief Financial Officer and a member of Nexans Executive Committee.
* Guillermo Luksic Craig
Guillermo Luksic Craig is Chairman of the Board of Quiñenco, a business conglomerate listed in Chile, in which he is also a shareholder. He started his career within the Quiñenco group in 1975 and was appointed Chairman of the Board in 1982. He is currently Chairman of the Boards of the Chilean companies Madeco, Compañía Cervercerías Unidas (CCU), a diversified beverage company controlled by Quiñenco and its strategic partner Heineken, CNT Telefónica del Sur, the leading telephone company in the south of Chile, and Viña San Pedro, a Chilean wine producer. Since 2001 Mr. Luksic Craig has been a member of the Board of the second largest bank in the country, Banco de Chile. Finally, in 2005, he was appointed to the Board of Antofagasta plc., a London-based mining concern with extensive investments in Chile.
2008 Financial Calendar
April 22, 2008: Publication of first-quarter 2008 financial information
April 22, 2008: Annual Shareholders’ Meeting
April 29, 2008: Payment of the share dividend
June 3, 2008: Individual shareholders’ information meeting in Dijon*
June 5, 2008: Individual shareholders’ information meeting in Lille*
September 30, 2008: Individual shareholders’ information meeting in Nice*
November 24, 2008: Individual shareholders’ information meeting in Reims*
(* provisional dates intended for information purposes only)
With energy as the basis of its development, Nexans, the worldwide leader 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, automotive, electronics, aeronautics, handling and automation. With an industrial presence in 39 countries and commercial activities worldwide, Nexans employs 22,800 people and had sales in 2007 of 7.4 billion euros. Nexans is listed on NYSE Euronext Paris, compartment A. More information on www.nexans.com