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    GTT   FR0011726835

GAZTRANSPORT & TECHNIGAZ

(GTT)
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Gaztransport & Technigaz : Convening notice

05/07/2021 | 09:52am EDT

NOTICE OF MEETING

COMBINED SHAREHOLDERS'MEETING

MAY 27, 2021 AT 3 P.M. behind closed doors

1, route de Versailles - 78470 Saint-Rémy-lès-Chevreuse

COMBINED

S H A R E H O L D E R S ' M E E T I N G

dated MAY 27, 2021 AT 3 P.M. behind closed doors

1, route de Versailles - 78470 Saint-Rémy-lès-Chevreuse

TABLE OF

CONTENTS

AGENDA

02

PARTICIPATING IN THE

SHAREHOLDERS' MEETING

03

BRIEF OVERVIEW ON

THE SITUATION AND

THE ACTIVITY IN 2020

07

CONSOLIDATED FINANCIAL

STATEMENTS

12

DRAFT RESOLUTIONS

14

REQUEST

FOR DOCUMENTS

29

396M

147

553

IN CONSOLIDATED

ORDERS IN PROGRESS(1)

EMPLOYEES

REVENUE IN 2019

AS AT DECEMBER 31, 2019

AT END-DECEMBER 2019

(1) Excluding LNG as fuel.

gtt.fr

IMPORTANT NOTICE

concerning the participation of the Combined Shareholders' Meeting dated May 27, 2021

In accordance with French Ordinance no. 2020-321 of March 25, 2020, article 4, concerning the adaptation of the rules for gathering and the proceedings of meetings and governing bodies of private legal persons and entities deprived of legal personality due to the Covid-19 pandemic as modified by ordinance n ° 2020-1497 of December 2, 2020 and extended by decree n ° 2021-255 of March 9, 2021 and taking into account the measures to restrict movement and regrouping of persons taken within the framework of the state of health emergency (in particular Decree No. 2020- 1310 of October 29, 2020 prescribing the general measures necessary to deal with the Covid-19 epidemic), applicable on the date of publication of this notice and making obstacle to the physical presence of its members at the Shareholders' Meeting, the Board of Directors decided that this Shareholders' Meeting would be held exceptionally without the physical presence of its shareholders. Thus, no admission card will be issued.

We draw the attention of shareholders to the fact that, as described in this notice, the procedures for exercising their rights within the framework of this Shareholders' Meeting have been adapted from the usual procedures, so as to take into account the circumstances of a Shareholders' Meeting behind closed doors.

The methods for remote participation in the Shareholders' Meeting are specified hereafter.

To facilitate your remote participation, this Shareholders' Meeting will be webcast live and a recorded version will be available on the Company's website: www.gtt.fr in the Finance section. It will not be possible to participate by videoconference or teleconference.

The Shareholders' Meeting being held behind closed doors, no new resolution may be placed on the agenda.

You will have the opportunity to ask questions in relation to the agenda of the Shareholders' Meeting, beforehand but also, in order to promote shareholder dialogue, during the Meeting, by attaching a copy of your certificate of registration:

  • at the address information-financiere@gtt.fr until the end of the second working day preceding the date of the Meeting, (ie May 25, 2021 at midnight, Paris time); the questions and the answers to them will be published on the website of the Company;
  • in addition to the legal regime for written questions, to the address gtt- assemblee-generale-2021@gtt.fr, on the day of the Meeting from 2 p.m. and until the opening of the meeting exchanges, in order to allow answers to be provided during the meeting under the conditions described in the section "Questions on the day of the Meeting".

In view of the exceptional system put in place for the holding of this Shareholders' Meeting (behind the doors), we draw the attention of shareholders to the fact that the methods of organisation of the Shareholders' Meeting are likely to change depending on the sanitary, legislative and regulatory requirements, shareholders are invited to regularly consult the section dedicated to the Shareholders' Meeting on the Company's website (www.gtt.fr).

FOR MORE INFORMATION

www.gtt.fr/fr/finance/assemblee-generale

GTT - NOTICE OF MEETING / COMBINED SHAREHOLDERS'MEETING 2021

1

AGENDA

Ladies and Gentlemen,

The Company's shareholders are advised that a Combined Shareholders' Meeting will be held on May 27, 2021 at 3p.m. behind closed doors, without the physical participation of the shareholders, in order to deliberate on the agenda indicated below:

RESOLUTIONS THAT FALL WITHIN THE AUTHORITY

OF THE ORDINARY SHAREHOLDERS' MEETING:

  1. Approval of the annual financial statements for the financial year ended December 31, 2020;
  2. Approval of the consolidated financial statements for the financial year ended December 31, 2020;
  3. Appropriation of net income for the financial year ended December 31, 2020;
  4. Approval of the related-party agreements subject to the provisions of Article L. 225-38 of the French Commercial Code;
  5. Ratification of the co-option of Sandra Roche-Vu Quang as director;
  6. Renewal of the term of office of Sandra Roche-Vu Quang as director;
  7. Renewal of the term of office of Andrew Jamieson as director;
  8. Approval of the information relating to the compensation of the Chairman and Chief Executive Officer and the members of the Board of Directors mentioned in Article L. 22-10-9, I. of the French Commercial Code included in the report on corporate governance;
  9. Approval of the fixed, variable and exceptional elements composing the total compensation and benefits of any kind paid during the 2020 financial year or allocated in respect of the same year to Philippe Berterottière, Chairman and Chief Executive Officer;
  10. Approval of the policy on compensation of the Chairman and Chief Executive Officer for the 2021 financial year;
  11. Approval of the compensation policy for the members of the Board of Directors for the 2021 financial year;
  12. Determination of the amount of the total annual compensation of directors;
  13. Authorisation to be granted to the Board of Directors to carry out transactions on the Company's shares.

RESOLUTIONS FALLING WITHIN THE AUTHORITY

OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

  1. Authorisation to be given to the Board of Directors for a period of 24 months to reduce the share capital by cancelling treasury shares;
  2. Delegation of authority to be given to the Board of Directors for a period of 26 months to decide on the issue with preferential subscription rights of shares and/or securities giving access to the capital of the Company or its subsidiaries and/ or securities giving entitlement to the allocation of debt securities;
  3. Delegation of authority to be given to the Board of Directors for a period of 26 months to decide on the issue with cancellation of the preferential subscription rights of shares and/or securities giving access to the share capital of the Company or its subsidiaries and/ or securities giving entitlement to the allocation of debt securities, by public offer other than those mentioned in Article L. 411-2 1 of the French Monetary and Financial Code;
  4. Delegation of authority to be given to the Board of Directors for a period of 26 months to decide on the issue with cancellation of the preferential subscription rights of shares and/or securities giving access to the Company's share capital and/or securities granting entitlement to the allocation of debt securities, by private placement referred to in Article L. 411-2 1 of the French Monetary and Financial Code;
  5. Delegation of authority to be granted for a period of 26 months to the Board of Directors to increase the number of shares to be issued in the event of the issuance of ordinary shares and/or securities giving access to the share capital of the Company, any subsidiary and/ or any other company with maintenance or cancellation of preferential subscription rights;
  6. Delegation of authority to be granted to the Board of Directors for a period of 26 months to issue shares and/or securities giving access to the share capital without preferential subscription rights in consideration for contributions in kind relating to shares and/or securities giving access to the share capital;
  7. Delegation of authority to be given to the Board of Directors for a period of 26 months to decide to increase the share capital by incorporation of premiums, reserves, profits or other items;
  8. Delegation of authority to be given to the Board of Directors for a period of 26 months to decide on the issue, with cancellation of preferential subscription rights, of shares or securities giving access to the capital reserved for members of savings plans;
  9. Overall limit on authorisations for issuing shares and securities giving access to the share capital;
  10. Powers for formalities.

2

GTT - NOTICE OF MEETING / COMBINED SHAREHOLDERS'MEETING 2021

gtt.fr

PARTICIPATING

IN THE SHAREHOLDERS' MEETING

WARNING

Within the framework of ordinance n ° 2020-321 of March 25, 2020 concerning the adaptation of the rules for gathering and the proceedings of meetings and governing bodies of private legal persons and entities deprived of legal personality due to the Covid-19 pandemic amended by Ordinance No. 2020- 1497 of December 2, 2020 and extended by Decree No. 2021- 255 of March 9, 2021, taking into account the measures restricting the movement and grouping of people and with the constant concern to ensure, as far as possible, the security and protection of all stakeholders (including those of investors) at the Shareholders' Meeting, this meeting will be held without the physical presence of the shareholders.

Under these conditions and in accordance with the aforementioned ordinance and decree n ° 2020-418 of April 10, 2020, you are invited, to exercise your rights, to:

  • favor the use of electronic means;
  • express your choices before the meeting regarding the resolutions that are proposed to you, thanks to:
    • "postal voting",
    • the appointment of a proxy who will vote "pre-Meeting",
    • in "power to the President of the Shareholders' Meeting", only options now available due to the circumstances mentioned above.

Shareholders are invited to regularly consult the section dedicated to the Shareholders' Meeting of the Company's website (www.gtt.fr).

FORMALITIES TO BE PERFORMED TO PARTICIPATE IN THE MEETING

All shareholders have the right to participate in the Shareholders' Meeting regardless of the number of shares held.

Shareholders wishing to participate in the Shareholders' Meeting will have to prove ownership of their shares on the second working

day preceding the Shareholders' Meeting at midnight Paris time (i.e. May 25, 2021, at midnight Paris time) by the account registration of their shares in their name in accordance with the conditions provided for in Article R. 22-10-28 of the French Commercial Code.

MODES OF PARTICIPATION IN THE MEETING

In view of the exceptional holding of the Shareholders' Meeting behind closed doors, shareholders have the option of participating in this Shareholders' Meeting by voting by post or being represented by giving a proxy to the Chairman of the Shareholders' Meeting or any other person, by post or by Internet via Votaccess. In the latter case, it is specifi ed that the proxy will not be able to represent the shareholder physically at the meeting.

In the event of a Proxy given to the Chairman of the Meeting, the latter will vote in favor of the adoption of the draft resolutions presented or approved by the Board of Directors and a vote against the adoption of all other draft resolutions.

In accordance with the provisions of ordinance n ° 2020-321 of March 25, 2020 authorising the holding of the Shareholders' Meeting without the presence of shareholders or other persons entitled to attend, no admission card may be sent shareholders who request it.

    • Registered shareholder:
  • either return the proxy form to the Chairman of the Meeting, which will be sent to him with the convocation, to the following address: BNP PARIBAS Securities Services - CTO Assemblées Générales - Grands Moulins de Pantin - 9 rue du Débarcadère - 93761 Pantin Cedex, which should be received at the latest 3 days before the Shareholders' Meeting, i.e. May 24, 2021. Revocations of mandates given to the Chairman of the Meeting, expressed in paper form, must be received within the same deadlines;
  • either return the single proxy voting form with indication of the proxy given in application of Articles L. 225-106 and L. 22-10-39 of the French Commercial Code, which will be sent to him with the notice to attend, to the following address: BNP PARIBAS Securities Services - CTO General Assemblies - Grands Moulins de Pantin - 9 rue du Débarcadère - 93761 Pantin Cedex which must be received at the latest 4 days before the Shareholders' Meeting is held, ie on May 23, 2021;

GTT - NOTICE OF MEETING / COMBINED SHAREHOLDERS'MEETING 2021

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

GTT – Gaztransport & Technigaz SA published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2021 13:51:01 UTC.


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Sales 2021 310 M 369 M 369 M
Net income 2021 145 M 172 M 172 M
Net cash 2021 185 M 221 M 221 M
P/E ratio 2021 18,8x
Yield 2021 4,33%
Capitalization 2 691 M 3 207 M 3 204 M
EV / Sales 2021 8,08x
EV / Sales 2022 7,79x
Nbr of Employees 542
Free-Float 68,8%
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Mean consensus OUTPERFORM
Number of Analysts 8
Average target price 85,16 €
Last Close Price 73,05 €
Spread / Highest target 39,6%
Spread / Average Target 16,6%
Spread / Lowest Target -17,9%
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NameTitle
Philippe BerterottiŔre Chairman & Chief Executive Officer
Marc Haestier Chief Financial & Administration Officer
Karim Chapot Technical Director
Christian Germa Independent Director
Andrew Jamieson Independent Director
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