Getlink : 2023 Universal Registration Document for Getlink SE

UNIVERSAL REGISTRATION

DOCUMENT 2023

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Getlink is a major player in mobility infrastructure and international trade, a leader in environmentally-friendly transport, bringing these commercial brands together:

LOW CARBON.

HIGH SIMPLICITY.

ON THE MOVE.

MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER

Outstanding 2023 results

The 2023 financial results published on 29 February 2024 are quite exceptional, with record consolidated revenue of over €1.8 billion, up 14% on 2022. The Group has also made net investments of €147m aimed at strengthening us.

It is therefore with the utmost confidence in our fundamentals that the Board wishes to share the fruits of these fantastic 2023 results by proposing a vote at the Annual General Meeting on 7 May for a further increase in the dividend per share to €0.55, an increase of 10% on the amount paid in 2023 and in line with the Group's desire to share the creation of value with its shareholders.

A fine decision to be taken the day after the 30th anniversary of the opening of the Tunnel, on 6 May 2024.

In 2023, Getlink achieved unprecedented results thanks to the exceptional performance of ElecLink and the solid results of Eurotunnel and Europorte in difficult markets. These results confirm the Group's strategic choices to offer attractive, simple and low-carbon services to its customers.

In 2024, Getlink will continue to strengthen its operational excellence and agility to increase its competitive advantages, particularly on smart borders. On 6 May 2024, the Channel tunnel will celebrate its 30th anniversary. Green, augmented and digitalised, it is the key to decarbonising cross-Channel trade. Recent announcements by new operators wishing to launch high-speed passenger train services between London and continental Europe attest to its growth potential.

Jacques Gounon Chairman

Yann Leriche Chief Executive Officer

KEY FIGURES

An outstanding performance in 2023

€1.829Bn	€638M
CONSOLIDATED REVENUE	FREE CASH FLOW
(+14%)	generated in 2023
€979M	€326M
CONSOLIDATED EBITDA	NET CONSOLIDATED PROFIT
(+11%)

DIVIDEND

proposed €0.55 per share

(+10%) in 2024

EBITDA target between

€780M and €830M

(at an exchange rate of £1=€1.15 and based on the current scope of consolidation)

GOVERNANCE

Responsible governance*

42%

WOMEN

ON THE BOARD

BOARD OF DIRECTORS

Mark Cornwall

Jacques Gounon

Chairman

Staff representative Director

Jean-Marc Janaillac

Independent Director

Jean Mouton

Non independent Director

Benoît de Ruffray

Non independent Director

INDEPENDENT BOARD MEMBERS

50%

1
ENVIRONMENT & CLIMATE
LEAD DIRECTOR
Bertrand Badré
Independent Director
Elisabetta De Bernardi di Valsera	Sharon Flood
Non independent Director	Independent Director
Marie Lemarié	Yann Leriche
Non independent Director	Non independent Director
Brune Poirson	Peter Ricketts
Independent Director	Independent Director
Stéphane Sauvage	Philippe Vanderbec
Staff representative Director	Staff representative Director

Independent Director

1

SENIOR INDEPENDENT

DIRECTOR

Corinne Bach

7

BOARD MEETINGS

IN 2023

97.5%

BOARD ATTENDANCE

RATE IN 2023

The Board of Directors is organised, as of 28 February 2024, into 4 committees with complementary expertise:

Sharon Flood 97%

Safety and Security Committee

*as at 28 February 2024

Getlink's climate performance

GREENHOUSE GAS REDUCTION TRAJECTORY - SCOPES 1 & 2 2019-2030

- 23.5%-30%-54%

IN 2023 V 2019

2025 TARGET

2030 TARGET

IN LINE WITH THE

SBTi CERTIFIED TRAJECTORY

70,000 60,000 50,000 40,000 30,000 20,000 10,000

57,372

54,633

51,361

49,038

43,901

40,161

26,391

tCo2eq

2019

2020

2021

2022

2023

2025

2030

93%

REVENUE ALIGNED WITH THE EUROPEAN TAXONOMY

83%

LOW-CARBON ELECTRICITY CONSUMED BY THE GROUP

5%

BIOFUEL IN EUROPORTE

TRAFFIC

2023 societal indicators

50%

WOMEN

50%

MEN

€1.3M

SPENT IN THE SHELTERED EMPLOYMENT SECTOR

CONTENTS

PRESENTATION OF THE GROUP AND ITS

BUSINESSES 3

1.1 The Group's profile, strategy and objectives 4

1.2 Eurotunnel activities 13

1.3 Europorte activities 29

1.4 ElecLink activities 32

1.5 Major investments 33

RESULTS AND OUTLOOK 37

2.1 Analysis of consolidated financial results 38

2.2 Annual financial statements 48

2.3 Outlook, objectives, recent and post-balance sheet

events 123

2.4 Other financial information 125

RISKS AND CONTROL 129

3.1 Risk factors 130

3.2 Legal and arbitration proceedings 143

3.3 Insurance and risk coverage 144

3.4 Internal control and risk management

arrangements 145

CORPORATE GOVERNANCE 155

4.1 Management of the Group 156

• 4.2 Composition and functioning of the Board of

  Directors 163

• 4.3 Statutory auditors' report on regulated

  agreements 211

• 4.4 Shareholder communications and

  investor relations 212

BOARD AND SENIOR MANAGEMENT

REMUNERATION 215

• 5.1 Chief Executive Officer, Chairman and Board remuneration 216

• 5.2 Summary tables of remuneration paid or awarded to the Chairman and the chief executive officer in respect of the 2023 financial year 233

• 5.3 Share option plans/allocations of preference

  shares: past allocations to executive officers 238

5.4 Senior management remuneration 239

NON-FINANCIAL PERFORMANCE 241

6.1 Non-Financial Performance Statement 242

6.2 Stakeholders and material challenges 243

6.3 Active governance for sustainable growth 246

6.4 Environmental protection 248

6.5 Social and societal 283

6.6 Governance 307

6.7 Methodology 312

6.8 GRI cross-reference table 323

6.9 Table of concordance with the TCFD 328

6.10 List of non-financial indicators 330

6.11 Report by the independent third party 338

SHARE CAPITAL AND OWNERSHIP 343

7.1 Share capital 344

7.2 Dividend distribution policy 346

7.3 Share buyback 347

7.4 Major shareholders 348

7.5 Travel privileges 351

ADDITIONAL INFORMATION 353

8.1 Regulatory framework 354

8.2 Material contracts 358

8.3 Constitutional document and Articles of

Association 367

8.4 Information on shareholdings 369

8.5 Statutory auditors 372

8.6 Responsible person 372

8.7 Information received from third parties,

statements of experts and interested parties 372

GLOSSARY 373 UNIVERSAL REGISTRATION DOCUMENT

CHECKLIST 377

TABLE OF CROSS-REFERENCES 380

All photographs are from the Group's photographic stock: photographers Jacky Lannoy, Yann Manac'h, Addy Kerry, Rémi Daugeron.

2023

UNIVERSAL REGISTRATION DOCUMENT *

This Universal Registration Document was filed on 19 March 2024 with the Autorité des marchés financiers (the French financial market regulator, or AMF), in its capacity as the competent authority under (EU) Regulation n° 2017/1129 without prior approval in accordance with article 9 of the said Regulation. The Universal Registration Document may be used for the purposes of an offer of financial securities to the public or the admission of financial securities to trading on a regulated market only when accompanied by a securities note and, when appropriate, a summary and the amendments made to the universal registration document. The documentation as a whole is approved by the AMF in accordance with (EU)°Regulation 2017/1129.

This Universal Registration Document is a reproduction in PDF format of the official version of the Universal Registration Document prepared in XHTML format, filed with the AMF on 19 March 2024 and available on the websites of the AMF (www.amf-france.org) and Getlink SE(www.getlinkgroup.com). PDF version accessible to the visually impaired atwww.getlinkgroup.com

The term "Getlink SE" in this Universal Registration Document refers to the holding company which is governed by French law. The term "Group" refers to the economic grouping consisting of Getlink SE and all its subsidiaries.

Unless otherwise indicated, the information in this Universal Registration Document originates from sources within the Group. The internet source references, such as those mentioned in the footnotes, are not part of this Universal Registration Document.

Unless indicated otherwise, all the figures in this Universal Registration Document have been calculated by applying either the euro/sterling exchange rate on 31 December 2023 (£1=€1.151) for balance sheet items, or the average rate for 2023 (£1=€1.153) for elements of the income statement.

* This document (the "2023 Universal Registration Document") is a free English language translation of Getlink SE's "Document d'Enregistrement Universel 2023" filed with the AMF on 19 March 2024. In the event of any inconsistencies between this document and the original French document (which is available on the Group's website), the text of the French document shall be considered authoritative.

PRESENTATION OF THE GROUP AND ITS BUSINESSES

PRESENTATION OF THE GROUP AND ITS BUSINESSES

1.1 THE GROUP'S PROFILE, STRATEGY AND OBJECTIVES 4

1.1.1 Getlink today 4

1.1.2 Business model 5

1.1.3 Group strategy and objectives 7

1.1.4 Group structure 11

1.2 EUROTUNNEL ACTIVITIES 13

1.2.1 Eurotunnel's main markets 13

1.2.2 Eurotunnel's activities 16

1.2.3 Eurotunnel: capacity of the Fixed Link 26

1.2.4 Eurotunnel: reliability of the System 27

1.3 EUROPORTE ACTIVITIES 29

1.3.1 Europorte's main markets 29

1.3.2 Europorte's activities 29

1.4 ELECLINK ACTIVITIES 32

1.5 MAJOR INVESTMENTS 33

1.5.1 Major investments 33

1.5.2 Trademarks, patents and licences 35

GETLINK SE - 2023 UNIVERSAL REGISTRATION DOCUMENT - 3