Proposed Resolutions for the Annual Shareholders' Meeting
Paris, April 15, 2004 - The Nexans Board of Directors, chaired by Nexans Chairman and CEO Gérard Hauser, met on Thursday April 8, 2004 to finalize the resolutions to be submitted to the Annual Shareholders' Meeting to be held on June 3, 2004*.
The Board of Directors decided to not follow the practice of proposing global authorizations allowing the issuance of all types of financial instruments. Instead, it will propose to the Shareholders' Meeting several specific authorizations, each relating to different types of capital increases and associated debt securities, the validity of each expiring upon the Annual Shareholders' Meeting to be held in 2005. This will allow shareholders to take a decision on each particular kind of financial instrument. A summary of the resolutions relating to financial instruments are in the attached Résolutions proposées à l'Assemblée des Actionnaires
The Shareholders' Meeting will also be asked to vote on a modification of the articles of association, under which the term of office for directors will be reduced from 6 years to 4 years for all directors appointed after January 1, 2004.
Finally the Board of Directors will ask the Shareholders' Meeting:
- to approve the cooptation of Mr Jean-Marie Chevalier to the Board,
- and to appoint Mrs Colette Lewiner and Mr Yves Lyon-Caen as directors.
These directors are independent from the company.
The complete text of the resolutions will be available on the Nexans website (www.nexans.com), as soon as the convocation of the meeting has been published.
*on second call
Resumes of the new board members
Before being appointed as Professor at Université Dauphine (1990), where he manages the Centre de Géopolitique de l'Energie et des Matières Premières (Center for the Geopolitics of Energy and Raw Materials), Jean-Marie Chevalier, born in Paris on June 4, 1941 taught economics at the universities of Algiers, Rabat, Grenoble and Paris XIII . Throughout his academic career, he has also undertaken consultancy work for corporations, banks, international organizations and governments. He was a board member of BNP from 1983 to 1992, and a member of Time Magazine's European Board of Economists (1980-1989). He is currently a member of Cercle des Economistes and director of Cambridge Energy Research Associates (CERA, American energy strategy consultancy, Paris office). Jean-Marie Chevalier is a graduate of the Institut d?Etudes Politiques de Paris, PhD in Economics, and agrégé of the Faculty of Economics.
Colette Lewiner studied at the Ecole Normale Supérieure, where she passed the agrégation in physics and attained a doctorate in physics. She began her career a the Université de Paris where she is Lecturer and then joined Electricité de France in 1979, working in the research department. She then takes the head of the "Délégation aux Combustibles" department, in charge of the purchasing of fuel, gas, coal and nuclear fuel. In 1989, she creates the Commercial and Development Strategy department. In 1992, she was appointed Chairman and CEO of SGN-Réseau Eurisys. In 1998, she joined Cap Gemini where she set up the global Utilities (GMU Utilities) department (electricity, gas, water, environment services) that she manages. Since May 2000 she has been Managing Director of the GSA (Global Sector and Accounts Unit) "Energy, Utilities and Chemicals" and leads the Global Marketing at Cap Gemini.
Yves Lyon-Caen, a graduate of the Institut d'Etudes Politiques de Paris and of the Ecole Nationale d'Administration, began his career as a civil servant at the French Ministry of Economy and Finance. In 1982, he was appointed as agricultural advisor to the Prime Minister, having previously served as the Administrative and Finance Director of INSERM, and central Director at the Caisse Nationale of the Crédit Agricole. He was appointed Deputy Director to the Prime Minister Office in 1988 and became Chairman and CEO of Crédit National in 1990. From 1994 to 2000, he was Chairman and CEO of Air Liquide Santé. Yves Lyon-Caen is currently a board member and CEO of BERI 21 (holding company of Bénéteau SA) and Chairman of the Supervisory Board of Sucres et Denrées.
- April 20, 2004: Publication of first-quarter sales for 2004
- June 3, 2004: Annual Shareholders' Meeting
- July 21, 2004: Publication of first-half sales and results for 2004
- October 18, 2004: Publication of third-quarter sales for 2004