SHAREHOLDER’S PRACTICAL GUIDE - getlinkgroup.com · An increasing AVERAGE HOLDING of GET shares...
Transcript of SHAREHOLDER’S PRACTICAL GUIDE - getlinkgroup.com · An increasing AVERAGE HOLDING of GET shares...
CONTENTS
GET share 3
Manage your stock exchange orders 7
Employee shareholding 12
Information and publications 15
Shareholding 4
Financial calendar 8
Dividend 13
Contacts 16
Form of shares 5
General meeting 9
Awards and prizes 14
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STOCK MARKET INFORMATION
GET SHAREYou need just one share to become a shareholder and have access to all the rights granted by law and by the company’s bylaws to shareholders holding GET shares FR0010533075.
Nominal value
Main indicesNext 20 ; SBF 120 ; FTSE ALL-WORLD ; FTSE Medium Cap ; DJ Stoxx 600 ; Next 150 ; MSCI World Index ; MSCI Europe ; FTSE4Good, Low Carbon 100 Europe
NUMBER OF SHARES
MILLION
(at 22/04/2016)
550
Stock marketsNYSE EuronextTM Paris (Eurolist compartment A*) UK Listing Authority in London (as standard)
* Compartment A corresponds to market capitalisation higher than €1billion.
Trading platformsNYSE EuronextTM Paris NYSE EuronextTM London
Code ISIN: FR0010533075
The ISIN code (International Securities Identification Number) is the international identifier of financial securities
Ticker: GETUse this acronym to access the stock quotation in the financial press or websites
€0.40
Eligible for PEA (French share savings plan), PEA-PME approach for ETI quoted on Euronext and SRD (Deferred Settlement Service)
NUMBER OF SHAREHOLDERS
270,000
More information on the Get share price and on the Latest analysts reports
Evaluated for its performance in the environmental, social and governance areas by several non-financial rating agencies, the Eurotunnel Group qualified for listing on benchmark SRI indices in 2016: FTSE4Good, Low Carbon 100 Europe, the Dow Jones STOXX Global ESG Leaders, in particular EURO STOXX Sustainability and STOXX Europe Sustainability. The Eurotunnel Group also ranks 3rd in the Gaïa Index, the SRI index for mid-cap securities developed by IDMidCaps, Ethifinance, MiddleNext and SFAF.
Socially Responsible Investment (SRI)
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SHAREHOLDING
Capital breakdown*
An increasing AVERAGE HOLDING
of
GET shares4,291
MARKET CAPITALISATION
BILLION(at 22/04/2016)
€6
A high-quality and stable shareholding
Shareholders % capital
Aero
BlackRock
Capital Group Companies
15.64%
5.58%
5.81%
InvestorsAt 18 May 2016, on the basis of the declarations to the French Stock Exchange, three shareholders held more than 5% of the share capital:
* Source: based on the January 2016 bearer identification analysis (TPI) covering holders of 1,000 or more shares, on the registers, and an estimate of the TPI for holdings between 100 and 1,000 shares.
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You can hold Eurotunnel Group ordinary shares in:• registered form, or• bearer form.In the UK, you may hold Crest Depository Interest (CDI).
Registered sharesThere are two ways in which shareholders may hold registered shares:
Directly registered shares (or pure registered form)If your shares are directly registered, these shares are registered with Groupe Eurotunnel SE and held in an account in your name with Société Générale Securities Services who manages the shares on the Company’s behalf.Advantages• Automatic mailing of general documentation relating to general meetings and simplified procedures
for attending the meetings,• Facility of voting online before the general meeting,• No custodial fees,• Option to benefit from the single travel privilege scheme for crossing onboard Le Shuttle, for which
you can find all information on the Travel privileges page.DisadvantagesIn France, it is possible to transfer shares held in a PEA share savings plan to directly registered shares, although some practical difficulties may arise: the legal system governing the PEA plan ensures that shares remain in the PEA whilst classified as directly registered. It means that some financial institutions reject them, impose specific provisions or invoice additional management fees which dimish one of the benefits of holding directly registered shares compared to indirectly registered shares. A shareholder with directly registered shares in more than one company will receive as many annual statements (tax declaration, dividend payment statement) as he/she owns shares in the various companies, which can complicate somewhat the managment of his/her portfolio.
Indirectly registered shares (or administered)If your shares are indirectly registered, these shares are registered with the Eurotunnel Group but your account is held by your financial intermediary, who remains your contact for all routine portfolio transactions. You hold only one account for all shares you hold.
Bearer sharesBearer shares are held in a share account with a financial intermediary of your choice (bank, broker...). Your shares are not registered by name with Groupe Eurotunnel SE which does not know you as a shareholder.
Crest Depository interest (CDIs)A CDI is a UK security that represents a stock traded on an exchange outside the UK. Shares admitted to the London Stock Exchange must be eligible for electronic settlement through Euroclear UK & Ireland (Crest before). Shares of UK companies may be admitted directly in CREST system whereas companies incorporated in other jurisdictions (like France) must appoint a depositary to hold their shares on trust and issue shareholders with depository interest representing such underlying overseas shares which can be settled in the UK. Groupe Eurotunnel SE CDIs have been issued through CREST. Computershare Company Nominee Services acts as Euroclear UK & ireland participant in the management of CDIs.
BEING A SHAREHOLDER
Form of shares
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BEING A SHAREHOLDER
Forms of ordinary shares: characteristicsj
Registered shares Bearer shares CDI
Account holder
Société Générale Securities Services
Your financial intermediary
Your financial intermediary
Computershare Investor Services Plc
Custody feeFree of charge Vary according to your financial
intermediary Free of charge
Market ordersTo be sent to Société Générale Securities Services
To be sent to your financial intermediary
To be sent to Computershare Investor Services
Tax return
Société Générale Securities Services will send you a tax summary (IFU) setting out all your transactions concerning GET shares
Your bank or broker will send you a tax summary (IFU) that includes all movements on your share account
Computershare Investor Services will send you a holding statement which provides transactional details for your holding
Notices ofGeneral Meetings
Sent to you directly by post or by email if you have opted for the e-convening
You need to ask your bank/broker to send you Notices of Meeting
Sent to you directly
To participate in shareholder’s Meetings
You need to show an admittance card from Société Générale Securities Services. Spontaneous participation on presentation of proof of identity
You need to show an admittance card or the participation certificate delivered by your financial intermediary
Contact Computershare Investor Services by returning the form of proxy indicating that you want to attend the Meeting. Attendance on presentation of proof of identity
Dividend Paid by Société Générale Securities Services
Paid by your financial intermediary
Paid by Computershare Investor Services
Registration in a share savings plan
Holding shares in pure registered form is not an optimised solution if you wish to hold your shares in a French securities based savings plan, due to the administrative procedures governing these plans.
Management fees may be more important than for bearer shares. Not applicable
IndirectlyIndirectly
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BEING A SHAREHOLDER
Manage your stock exchange orders
Calendar of the Paris Stock Exchange closing days in 2016
Friday 1st January New Year’s Day
Friday 25 March Good Friday
Monday 28 March Easter Monday
Monday 26 December Boxing Day
Stock market ordersOrder Execution method
Limited price order
• Specifies the maximum price for a buy order or the minimum price for a sell order
• Not executed if the specified limit is not reached
Best limit order
• No specific price limit
• Executed at the best buy or sell price available when the order reaches the market
Market order
• No specific price limit
• Executed in whole as a priority at the opening price following its arrival in the trading system
Stop order
• Stop loss orders executed when the price reaches a certain limit
• Stop limit orders executed at the best price after the stop limit has been reached
Registered shareholders• On the internet: go to the secure website
www.sharinbox.societegenerale.com and log in with the access and password received from Société Générale Securities Services.
• By post: Société Générale Securities Services 32 rue du champ de tir CS 30812 44308 Nantes Cedex 3 - France
• By fax: +33 2 51 85 53 42 to send your market orders.
• By phone to Nomilia Customer Relationship Centre: +33 2 51 85 67 89, Monday to Friday, 8:30am to 6pm French time (no surcharge for call, price depending on your operator contract and country you are calling from).
Bearer shareholdersWe advise you to: • Send your stock exchange orders to
your financial intermediary • Make your own transactions if you
hold an online securities account.
Groupe Eurotunnel SE has appointed Société Générale Securities Services to manage its shares register and the general securities services for registered shareholders. Bearer shareholders must contact directly their financial intermediary that manages their share accounts.
• The share name / ISIN• Type of transaction: buy or sell• Number of shares• Period of validity of the order• Order type (see table above).
Cash markets are close on Saturdays and Sundays
Filling out an orderYou must clearly fill out your order with the following information:
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BEING SHAREHOLDER
2016 financial calendar
Event Date in 2016
Revenue and traffic figures for 2015 21 January
2015 annual results 18 February
Revenue and traffic figures for the 1st quarter of 2016 21 April
General Meeting 27 April
Last execution day for buy orders on shares eligible for the dividend 23 May
Ex-dividend date 24 May
Dividend payment date 26 May
Results for the 1st half of 2016 20 July
Revenue and traffic figures for the 3rd quarter of 2016 19 October
The date of the General Meeting as well as the key financial dates are available online on the Financial calendar page.
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Held at least once a year, a shareholders’ General Meeting may be ordinary, extraordinary or both ordinary and extraordinary (combined).
Ordinary General MeetingThe ordinary general meeting is held once a year within six months of the end of the financial year. The meeting tables all decisions not requiring an extraordinary general meeting, i.e. any decision that does not call for changing the company’s bylaws. The ordinary general meeting is to approve the financial statements for the past year, resolve upon the distribution of dividends and/or approve the appointment or replacement of members of the company’s corporate management structures and the Board of Directors.
Extraordinary General MeetingAn extraodrinary general meeting may be convened at any time. It is the only meeting authorised to make changes to the provisions of the company’s bylaws: business object, name, authorised share capital (increase, decrease, merger, etc), type of corporate management structure.
Combined General MeetingA meeting of this type enables decisions to be taken whether they fall within the remit of an ordinary general meeting or an extraordinary general meeting. It avoids having to hold two consecutive meetings: both take place on the same date and are convened using the same notice.
QuorumThe validity of the general meetings depends on the presence (or representation) of shareholders owning a minimum number of shares, the quorum, which varies according to the nature of the general meeting: for an extraordinary meeting, one-quarter or 25% and for an ordinary general meeting, one-fifth or 20% of the shares with voting rights on the first notice.
Majority votingResolutions are voted by simple majority (50%) of voting rights for an ordinary meeting. For an extraordinary meeting, a two-thirds majority (66.66%) of the votes cast, so that abstention, blank or null and void votes do not count as a vote against; the abstention and the blank or null and void votes are excluded from the counting of the votes cast.
General Meeting
The date of the Annual General Meeting as well as the key financial dates are available online on the Financial calendar page.
KEY EVENT
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KEY EVENT
The shareholders’ general meeting is a unique opportunity to be involved in the major decisions of the Group through the voting on resolutions.
How to take part in the meeting? The single proxy and voting form for the European company takes into account the possibility of abstention as such.If you vote by post, it is essential to tick the box of your choice for each resolution: Yes (For) / No (Against) / Abstention.
Obtain a Notice of Meeting• If you hold registered shares, you do not need to do anything. You will receive the Notice of Meeting and the voting form either directly at your home address or by email if you have opted for the e-convening on the Société Générale website. The Eurotunnel Group’s notice of meeting is also available online at www.eurotunnelgroup.com.• If you hold shares in bearer form, you must ask your financial intermediary to send you the Notice of Meeting and the voting form.• If you hold CDIs, you do not need to do anything. You will receive, directly at your home address or by email all relevant documents.
Request an admission cardTo attend the meeting, it is essential to obtain in advance an admission card.• If you hold directly registered shares, you must complete the proxy form by ticking that you wish
to attend the general meeting and return it to Société Générale Securities Services or subscribe to receive it online on Société Générale Securities Services at www.sharinbox.societegenerale.com.
• If you are a bearer shareholder, you must complete the proxy form by ticking that you wish to attend the general meeting and return it to your financial intermediary who will forward the form together with the participation certificate to Société Générale Securities Services.
• If you hold CDIs, Groupe Eurotunnel SE will allow CDI holders who have submitted a voting instruction to attend and speak at the meeting. In order to do so, you must request an admission card from Computershare by ticking the appropriate box on the Form of Instruction.
How to be informed? The Eurotunnel Group informs its shareholders of the General Meetings date, place and content by publishing:
• a preliminary Notice of Meeting in the French Gazette (Bulletin des annonces légales obligatoires) as well as in a newspaper authorised to receive legal notices and in the daily press at least 35 days prior to the General Meeting;
• a Notice of Meeting in the French Gazette and in a newspaper authorised to receive legal notices for the registered office department at least 15 days prior to the General Meeting;
• Key documentation relating to the General Meeting is available at www.eurotunnelgroup.com.
How to vote? Shareholders can exercice their voting rights by:
• voting by post;
• giving proxy to the Chairman;
• giving proxy to a third party;
• voting directly at the General Meeting by requesting an admission card;
• e-voting on the internet.
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KEY EVENT
General Meeting via internet
Shareholders can obtain the Notice of Meeting to be sent to them by email, may vote online via the Société Générale Securities Services (SGSS) Sharinbox website and watch the webcast of the General Meeting.
E-conveningIf you are a directly registered shareholder, you may subscribe to the e-convening, in order to receive by email the Notice of Meeting and relevant documents. To do so, you have to log the www.sharinbox.societegenerale.com website and tick the box for e-convening to the General Meeting within the e-services section of the personal information menu.
E-voting• If you hold your shares in directly registered form, you can log in to the secure site
www.sharinbox.societegenerale.com using your access code and password sent to you in the post by Société Générale Securities Services. In the Transactions section, then General Meetings, select the Meeting. You will then be directed to the secure Voxaly voting platform. Follow the instructions and vote Yes (For) / No (Against) / Absention for each resolution.
• If you hold your shares in bearer form, please contact your financial intermediary to request an e-voting access that will be forwarded to Société Générale Securities Services with a participation certificate. You will then receive your access codes to the secure voting platform Voxaly (accessible from the Sharinbox website). Log in to the website and follow the instructions in the General Meetings section.
Advantages of e-votingSince 2016, the Eurotunnel Group offers its shareholders the opportunity to vote online which is a simplified process to take part in the General Meeting: opting for the e-convening and the e-voting means choosing a fast, simple, secure and environmentally-friendly solution to take part in the key decisions of the Group.
All documents relating to the General Meeting, including the Notice of Meeting, are available online at www.eurotunnelgroup.com.
You can watch the video of the presentation made by Jacques Gounon, Chairman and Chief Executive Officer of the Eurotunnel Group at the General Meeting, in both English and French versions. The deferred webcast is available the next day after the Meeting on the 2016 General Meeting page of the Group’s website.
Webcast of the General Meeting in a click
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BEING SHAREHOLDEREmployee shareholdingThe employees of the Eurotunnel Group benefit from free ordinary shares schemes granted within the share buyback programme, in order to involve all employees in the Group’s performance and to align their interests with those of shareholders.
How to obtain the notice of meeting for the General MeetingThe employee shareholders will receive the notice of meeting to the AGM when documents are being issued. Otherwise, they can request BNP Paribas Securities Services to send the documentation.
UK employees holding their shares with Capita Asset Services will receive electronic notice of the meeting to the AGM when the documents have been issued in the Capita portal website.
How to take part in the General MeetingUK employee shareholders holding their shares with Capita Asset Services can participate in the General Meeting by either:
• E-voting through logging on to the Capita Asset Services portal website ; or
• Completing a postal voting form sent to them by Capita Asset Services.
Contact for UK employee shareholders only Capita Asset Services, share plans
Capita Asset Services, Share plans34 Beckenham RoadBeckenhamKentBR3 4TU
More information on the Shareholders and Investors page of the Eurotunnel Group’s website.
https://www.capitashareportal.com and select Groupe Eurotunnel [email protected]
0371 664 0330 Calls are charged at the standard geographic rate and will vary by provider.
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FINANCESDividendThe dividend is the portion of the Group’s net profit that is distributed to shareholders. Its amount is proposed by the Board of Directors and must be approved by shareholders at the General Meeting.At the Eurotunnel Group, the dividend for the year 2015 has increased for the 7th consecutive year highlighting the sustainable dividend policy implemented by the company: in 2016 the dividend amounts to €0.22 per share, a 22% increase compared to 2014.To receive the dividend on one share, it is important to know the difference between the ex-dividend date and the date of payment of the Company:Ex-dividend date: to qualify to dividend, the shareholder must hold the shares at the closure of the markets before the ex-dividend date at the latest.Date of payment: it is the day on which the amount of the dividend is credited to the account or to the PEA (share savings plan). The period between the ex-dividend date and the date of payment is variable each year.
What step should I take to receive the dividend?
There are no formalities to complete.
• If you hold directly registered shares or CDIs, the dividend is credited directly into your bank account by Groupe Eurotunnel SE (through Société Générale Securities Services or Computershare Investor Services). If not, you should contact Société Générale Securities Services or Computershare Investor Services to let them have your bank details.
• If you hold indirectly registered (administered) or bearer shares, Groupe Eurotunnel SE (through Société Générale Securities Services) distributes the dividend to your bank who will then credit your account.
€121Mtotal amount of dividends
paid to shareholders in 2016 for year 2015,
i.e. €0.22 per share (+22% compared to 2014)
Calendar of the 2015 dividend paid in 2016
23 MayLast execution day for buy orderson shares eligible for the dividend
24 MayEx-dividend date.
The opening price on this day falls by the amount of the dividend.
26 MayDividend payment.
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AWARDS AND PRIZESThe Group’s awards in 2015In 2015, the Eurotunnel Group has received numerous awards, both for its best practices in governance and for the quality of its communications towards shareholders and investors.
More information on the Performances page of the Eurotunnel Group’s website
The Group rewarded for its shareholder relations in 2015
In December 2015, the Eurotunnel Group was awarded three prizes by the French economic and financial magzine Le Revenu rewarding the best shareholder relations in the SBF 120 listed companies:
• Grand gold award for the best shareholder relations;
• Gold award for the best digital communications;
• Silver award for the best shareholder general meeting.
These awards underline the quality of service and the continuous improvements made on a daily basis to the corporate and financial communications of the Group.
Claire Piccolin, Eurotunnel Group Secretary of the Board (2nd from left)
In September 2015 at the Corporate Governance Awards organised by the financial trade journal AGEFI, the Eurotunnel Group won the top prize for its dynamic corporate governance for the quality of the implementation of best practices in corporate governance.
A dynamic momemtum that the Group intends to pursue.
Eurotunnel praised for its corporate governance
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The Eurotunnel Group provides its shareholders with regular information about the Group’s activity and any event that may influence the share price.
INFORMATION AND PUBLICATIONSBe informed
CONTACTS WITH FINANCIAL ANALYSTS
AND INVESTORS IN 2015
619CONTACTS
WITH INDIVIDUAL SHAREHOLDERS (TELEPHONE, EMAIL, POSTAL MAIL...)
4,500
The annual review report presents the activity of the Eurotunnel Group in an illustrated format. It describes the key facts and figures of the past year and also highlights future challenges and outlook. Annual reviews are available in interactives and PDF format on the Annual reviews page and home page of the Group’s website at www.eurotunnelgroup.com.
www.eurotunnelgroup.comThe Group’s website
10 editions of Eurotunnel on Track, the Group’s newsletter for shareholders which enables to report on the progress of the Group’s, its activity and financial performance, and provides practical information to shareholders. It is available on the Eurotunnel on Track page of the Group’s website.
50 email alerts informing more than 20,000 subscribers of the publication of a press release, the broadcast of an interview or a video about the Group. To receive the latest news of the Group, including the shareholders’ newsletter, press releases and events to come, complete online the Email alert form.
MY shareholder area
Annual review report of Groupe Eurotunnel
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INFORMATION AND PUBLICATIONS
All documents published are available online on the www.eurotunnelgroup.com website of the Group and accessible to blind and visually impaired persons
The Essential Eurotunnel brochure presents a summary description of the Company, its history, fundamentals, activity, commitments and key figures. More information on the Essential Eurotunnel page
Each year, the Eurotunnel Group publishes a Registration Document filed with the French Autorité des Marchés Financiers (AMF).It presents full legal, business, accounting and non financial information on the company and includes the audited financial statements. The Registration Document is available online in PDF format on the Registration Documents page.
The Corporate Social Responsibility (CSR) report highlights the Group’s social, corporate, ethical and environmental issues (detailed in the Registration Document). It is available in interactive and PDF versions on the Corporate Social Responsibility reports page of the Group’s website.
The Essential Eurotunnel
Registration Document
Corporate Social Responsibility report
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CONTACTSA DEDICATED TEAM
Shareholder Relations Centre of Eurotunnel Group PO Box 302- Folkestone Kent - CT19 4QZ - United Kingdom
Tel: 0845 600 6634 (Local rate call from the UK) Monday to Friday, 8am to 11am and 1:30pm to 4pm (UK time)
Eurotunnel Group
Société Générale Securities Services (Registrar)
Société Générale Securities ServicesSGSS/SBO/CIS/ISS32 rue du champ de tir CS 3081244308 Nantes Cedex 3 - France
Nomilia Customer Relationship Centre: Telephone line:+33 (0)2 51 85 67 89 (phone number without tax surcharge invoicing depending on your operator contract and the country from which you are calling) Fax: +33 (0)2 51 85 53 42 to send your market orders +33 (0)2 51 85 62 15 for any other information
To access and manage your registered securities account online, please log on to sharinbox.societegenerale.com using the user details provided to you by Société Générale Securities Services.
The Pavilions Bridgwater Road Bristol BS99 6ZZ
Tel: 0370 703 0039 Fax: 0370 703 6119
Computershare Investor Services PLC (CDI)To access and manage your CDI account online, please log on to http://www.investorcentre.co.uk using the user details provided to you by Computershare Investor Services.
Follow the Eurotunnel Group on Twitter by subscribing
at @GroupEurotunnel