2013

GROUPE EUROTUNNEL SA

2013 Registration Document(1)

This Registration Document was filed with the Autorit e des march ´ es financiers ´ (French market authority, or AMF), in accordance with article 212-13 of the General Regulations of the AMF on 21 March 2014. This document can only be used to support a financial transaction when accompanied by a securities note endorsed by the AMF. This document contains all the information relating to the annual financial report as required by paragraph I of article L. 451-1-2 of the French Monetary and Financial Code. This document was prepared by the issuer and is binding on its signatories.

Copies of this Registration Document are available free of charge at the registered office of Groupe Eurotunnel SA. This Registration Document can also be viewed on the websites of the AMF (www.amf-france.org) and Groupe Eurotunnel SA (www.eurotunnelgroup.com).

Unless indicated otherwise, all the figures in this Registration Document have been calculated by applying either the euro/sterling exchange rate on 31 December 2013 (£1=c1.199) for balance sheet items, or the average rate for 2013 (£1=c1.187) for elements of the income statement.

In application of article 28-1 of EC Regulation 809/2004 of the European Commission, the following information is included in this Registration Document by reference:

• The Eurotunnel Group's consolidated accounts for the year ended 31 December 2012 prepared in accordance with IFRS and the report of the statutory auditors thereon, as well as the Eurotunnel Group's operating and financial review for the year ended 31 December 2012, are included in Groupe Eurotunnel SA's Registration Document for 2012 filed with the AMF on 25 March 2013;
• Groupe Eurotunnel SA's parent company accounts for the year ended 31 December 2012 prepared in accordance with French accounting standards and the report of the statutory auditors thereon are included in Groupe Eurotunnel SA's Registration Document for 2012 filed with the AMF on 25 March 2013;
• The Eurotunnel Group's consolidated accounts for the year ended 31 December 2011 prepared in accordance with IFRS and the report of the statutory auditors thereon, as well as the Eurotunnel Group's operating and financial review for the year ended 31 December 2011, are included in Groupe Eurotunnel SA's Registration Document for 2011 filed with the AMF on 1 March 2012; and
• Groupe Eurotunnel SA's parent company accounts for the year ended 31 December 2011 prepared in accordance with French accounting standards and the report of the statutory auditors thereon are included in Groupe Eurotunnel SA's Reference Document for 2011 filed with the AMF on 1 March 2012.

⁽¹⁾ This document (the ''2013 Registration Document'') is an unofficial English language translation of Groupe Eurotunnel SA's ''Document de R ef´ ´erence 2013'' filed with the AMF on 21 March 2014. In the event of any inconsistencies between this document and the original French document, the text of the French document shall be considered authoritative.

CONTENTS ●

1.	RESPONSIBLE PERSON	1
1.1.	Person responsible for the Registration Document and the financial information	1
1.2.	Declaration by the person responsible for the Registration Document	1
2.	GET SA'S STATUTORY AUDITORS	2
2.1.	Statutory auditors	2
2.2.	Alternate statutory auditors	2
3.	SELECTED FINANCIAL INFORMATION	3
4.	RISK FACTORS	5
4.1.	Risks related to the environment in which the Eurotunnel Group operates	6
4.2.	Risks related to conducting the business of the Eurotunnel Group	13
4.3.	Insurance	18
5.	INFORMATION ABOUT GET SA	19
5.1.	History and development of GET SA	19
5.2.	Investments	21
6.	DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES	23
6.1.	Introduction	24
6.2.	Cross-Channel activities	25
6.3.	Activities grouped within Europorte	38
6.4.	Other activities	42
6.5.	Dependency	42
7.	ORGANISATIONAL STRUCTURE	43
7.1.	Fixed Link	43
7.2.	Europorte	43
7.3.	Maritime activities	44
7.4.	Other	44
7.5.	Flows between the companies of the Group	44
8.	PROPERTY, PLANT AND EQUIPMENT	46
8.1.	Eurotunnel Group's property, plant and equipment	46
8.2.	Environmental constraints	47
9.	REVIEW OF FINANCIAL RESULTS	48
9.1.	Significant factors that have or could have a material influence on the Group's operating revenue	49
9.2.	Comparison of financial years ended 31 December 2012 and 31 December 2013	49
10.	CASH FLOW AND SHARE CAPITAL	55

● CONTENTS

10.1.	Information concerning the Eurotunnel Group's share capital	56
10.2.	Cash flows in 2013 and 2012	56
10.3.	Borrowing conditions and financing structure of the Eurotunnel Group	57
10.4.	Restrictions on the use of capital resources	57
10.5.	Sources of funds for future investments	57
10.6.	Debt service cover ratios	57
10.7.	Long term debt to asset ratio	58
10.8.	Free cash flow	58
11.	RESEARCH AND DEVELOPMENT, TRADEMARKS, PATENTS AND LICENCES	59
11.1.	Research and development	59
11.2.	Trademarks, patents and licences	59
12.	INFORMATION ON TRENDS	61
13.	FORECASTS	62
14.	BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT	63
14.1.	Board of directors	64
14.2.	Composition of the committees of the board of directors	72
14.3.	General management	72
14.4.	Conflicts of interest within the board of directors, the management and supervisory boards and in general management	74
14.5.	Directors' interests in GET SA's share capital as at the date of this Registration Document	75
14.6.	Statements regarding directors and officers	75
14.7.	Concession Coordination Committee	75
15.	REMUNERATION AND BENEFITS	76
15.1.	Remuneration policy for executive officers	77
15.2.	Remuneration and benefits paid by GET SA and its subsidiaries to executive officers of GET SA (including all conditional or deferred remuneration)	78
15.3.	Total amount set aside or otherwise recognised by GET SA and its subsidiaries to pay for pensions, retirement, and other benefits	86
15.4.	Remuneration elements owed or allocated in the 2013 financial year to each executive officer of the company, submitted to the shareholders for approval	86
15.5.	Other remuneration policy considerations	88
16.	BOARD AND MANAGEMENT PRACTICES	89
16.1.	General management	91
16.2.	Conditions applicable to the preparation and organisation of the work of the board of directors	92
16.3.	Board of directors self-evaluation	103
16.4.	Principles and rules relating to the determination of remuneration and all benefits of any kind granted to corporate officers	104
16.5.	Limitations on the powers of the Chief Executive Officer	104
16.6.	Service contracts between members of the board of directors and general management and GET SA	104
16.7.	Securities transactions involving executive officers	105

16.8.	Concession Coordination Committee	105
16.9.	Internal control and risk management procedures	105
16.10.	Corporate governance	115
16.11.	Attendance at the general meeting of shareholders	116
17.	CORPORATE SOCIAL RESPONSIBILITY	117
17.1.	Origin and development of CSR at the Eurotunnel Group	118
17.2.	Workforce information	120
17.3.	Information regarding social commitments to support sustainable development	131
17.4.	Environmental information	135
17.5.	Indices	140
17.6.	Cross-reference table	141
17.7.	Report by the Statutory Auditors, appointed as independent third parties, on the consolidated labour, environmental and social information presented in the Management Report	153
18.	MAJOR SHAREHOLDERS	157
18.1.	Major shareholders	157
18.2.	Control	159
19.	RELATED PARTY TRANSACTIONS	160
20.	FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS	161
20.1.	Historical financial information	162
20.2.	Pro forma financial information	162
20.3.	Annual financial statements	162
20.4.	Auditing of historical annual financial information	231
20.5.	Date of latest financial information	231
20.6.	Interim and other financial information	231
20.7.	Dividend policy	231
20.8.	Legal and arbitration proceedings	232
20.9.	Significant changes to the financial or commercial situation	237
20.10.	Table of GET SA parent company results for the last five financial years	237
20.11.	Statutory auditors' fees	238
21.	ADDITIONAL INFORMATION	239
21.1.	Share capital	240
21.2.	Constitutional document and by-laws	246
21.3.	Travel privileges	249
22.	MATERIAL CONTRACTS	250
22.1.	The Treaty of Canterbury	251
22.2.	The Concession Agreement	251
22.3.	Railway Usage Contract	254
22.4.	The Term Loan and ancillary agreements	254
22.5.	Master Intra-Group Debt Agreement	258

22.6.	Maritime activity	258
23.	INFORMATION RECEIVED FROM THIRD PARTIES, STATEMENTS OF EXPERTS AND INTERESTED PARTIES	260
24.	DOCUMENTS AVAILABLE TO THE PUBLIC	261
24.1.	Location of the documents and information that can be consulted regarding GET SA	261
24.2.	Other information	261
25.	INFORMATION ON SHAREHOLDINGS	262
26.	DEFINITIONS	267
	ANNEXE I – STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF GROUPE EUROTUNNEL SA	271
	ANNEXE II – STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS	273
	ANNEXE III – METHODOLOGICAL NOTE TO CHAPTER 17 CORPORATE SOCIAL RESPONSIBILITY	278
	ANNEXE IV – REGISTRATION DOCUMENT CHECKLIST	280
	ANNEXE V – TABLE OF CROSS REFERENCES	285

1. RESPONSIBLE PERSON

1.1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND THE FINANCIAL INFORMATION

Name and position of person responsible: Jacques Gounon, Chairman of the board of directors and Chief Executive Officer of Groupe Eurotunnel SA.

E-mail: [email protected]

1.2. DECLARATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT

I declare, having taken all reasonable care to ensure that such is the case, that the information contained in this Registration Document and its annexes is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its significance.

I declare that, to the best of my knowledge: (i) the financial statements for Groupe Eurotunnel SA have been prepared in accordance with the applicable accounting standards and represent an accurate view of the assets, financial position and results of Groupe Eurotunnel SA and of the companies comprised in the consolidation; and (ii) the management report made up of the sections of this Registration Document listed in the Cross Reference Table in Annex V represents an accurate view of the development of the business, the results and the financial position of Groupe Eurotunnel SA and of the companies comprised in the consolidation, as well as a description of the main risks and uncertainties facing them.

I have been provided with a final report from the statutory auditors stating that they have verified the information relating to the financial position and accounting data contained in this Registration Document and have read the whole document.

This report does not contain any observations relating to this Registration Document.

The statutory auditors have reviewed the 2013 financial information presented in this Registration Document, and their corresponding reports are given in paragraphs 20.3.1 and 20.3.2 of this Registration Document. They note the following: ''Without qualifying our opinion we draw attention to note A.3. ''Accounting for deferred tax'' and note L. ''Income tax expense'' of the consolidated financial statements which describe methods of deferred tax valuation and impacts on Group consolidated result and Group equity.''

The historical financial information and reports of the statutory auditors on the historical financial information are incorporated by reference in this Registration Document.

2. GET SA'S STATUTORY AUDITORS

2.1. STATUTORY AUDITORS

KPMG Audit, a division of KPMG SA

3, cours du Triangle – 92939 Paris La D efense Cedex, France ´ Date of initial appointment: 9 March 2007

Date of expiry of term of office: general meeting called to approve the financial statements for the financial year ending on 31 December 2018

In accordance with the French Financial Security Act of 1 August 2003, rotation of KPMG Audit's signatory took place in 2013.

Mazars

61, rue Henri Regnault – 92075 Paris La D efense Cedex, France ´ Date of initial appointment: 9 March 2007

Date of expiry of term of office: general meeting called to approve the financial statements for the financial year ending on 31 December 2018

In accordance with the French Financial Security Act of 1 August 2003, rotation of Mazars' signatory took place in 2011.

2.2. ALTERNATE STATUTORY AUDITORS

KMPG Audit IS

3, cours du Triangle – 92939 Paris La D efense Cedex, France ´ Date of initial appointment: 15 May 2013

Date of expiry of term of office: general meeting called to approve the financial statements for the financial year ending on 31 December 2018

Mr Herve H´ ´elias

61, rue Henri Regnault – 92075 Paris La D efense Cedex, France ´ Date of initial appointment: 15 May 2013

Date of expiry of term of office: general meeting called to approve the financial statements for the financial year ending on 31 December 2018

3. SELECTED FINANCIAL INFORMATION

The tables below are extracted from the consolidated income statements, balance sheets and cash flow statements for Groupe Eurotunnel SA for the financial years ended 31 December 2013 and 2012.

The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19 (''2012 adjusted''). The impact of the restatement is explained in note GG of the consolidated accounts as set out in paragraph 20.3.1 of this Registration Document.

SUMMARY INCOME STATEMENTS 2012 – 2013

d MILLION	Year ended 31 December 2013	Year ended 31 December 2012 adjusted
Exchange rate g/£	1.187	1.230
Revenue	1,092	993
Other income	–	30
Total turnover	1,092	1,023
Operating costs	(643)	(564)
Operating margin (EBITDA)	449	459
Depreciation	(166)	(161)
Trading profit	283	298
Other net operating income/(charges)	2	(4)
Operating profit (EBIT)	285	294
Share of result of equity-accounted companies	(1)	–
Operating profit after share of result of equity-accounted companies	284	294
Net finance cost	(269)	(269)
Net other financial income	5	7
Result before tax: profit	20	32
Income tax expense	81	–
Result for the year: profit	101	32

SUMMARY BALANCE SHEETS 2012 – 2013

	31 December	31 December 2012
d MILLION	2013	adjusted
Exchange rate g/£	1.199	1.225
Intangible assets	27	29
Property, plant and equipment	6,529	6,648
Other non-current assets	286	155
Total non-current assets	6,842	6,832
Cash and cash equivalents	277	256
Other current assets	164	167
Total current assets	441	423
Total assets	7,283	7,255
Total equity	2,481	2,154
Total financial liabilities	3,929	3,988
Other liabilities	873	1,113
Total equity and liabilities	7,283	7,255

SUMMARY CASH FLOW STATEMENTS 2012 – 2013

d MILLION	Year ended 31 December 2013	Year ended 31 December 2012 adjusted
Exchange rate g/£	1.199	1.225
Net cash inflow from trading	459	459
Other operating cash flows and taxation	(6)	2
Net cash inflow from operating activities	453	461
Net cash outflow from investing activities	(49)	(183)
Net cash outflow from financing activities	(380)	(301)
Increase/(decrease) in cash in year	24	(23)

4. RISK FACTORS

4.1.	RISKS RELATED TO THE ENVIRONMENT IN WHICH THE EUROTUNNEL GROUP OPERATES	6
4.1.1	Risks related to the economic climate	6
4.1.2	Risks related to the competitive environment	6
4.1.3	Market risks	7
4.1.4	Risks related to retirement benefits	10
4.1.5	Risks related to the regulatory and political environment	10
4.1.6	Risks related to extreme weather events	12
4.1.7	Risks linked to terrorist threats and attacks	12
4.1.8	Risks related to health epidemics	12
4.1.9	Risk of harm to image and/or reputation	12
4.2.	RISKS RELATED TO CONDUCTING THE BUSINESS OF THE EUROTUNNEL GROUP	13
4.2.1	Risks related to developing and investing in the Group's business	13
4.2.2	Operational risks	13
4.2.3	Risks related to human resources	14
4.2.4	Risks related to defaulting suppliers or subcontractors	15
4.2.5	Environmental risks	15
4.2.6	Social acceptability	16
4.2.7	Legal risks	16
4.2.8	Risks related to information systems	17
4.3.	INSURANCE	18

In conducting its business, the Eurotunnel Group is exposed to different risks of an industrial, environmental, human, commercial, financial or other nature.

The Eurotunnel Group applies the provisions of the reference framework published by the French Financial Markets Authority (AMF) for internal control and risk management systems. Eurotunnel Group has an active risk management policy designed to protect and develop its assets and reputation and to safeguard the interests of shareholders, employees, customers, suppliers, its other stakeholders and the environment. The Group has a comprehensive system in place to identify and manage risks, which is described in chapter 16 of this Registration Document.

For the 2013 financial year, the Eurotunnel Group has carried out the annual review of risks that could have a significant negative impact on its operations, reputation, financial position or results. This risk review encompassed all the consolidated subsidiaries of the Group. As stated in the 2012 Registration Document, the MyFerryLink maritime business has been incorporated into the scope of the formal review of risks in 2013. The ferries are operated exclusively by a worker cooperative which is external to the Group and, consequently, the associated risks are not included within the scope of this review. The risk management mechanisms now apply across the entire scope of consolidation.

4.1. RISKS RELATED TO THE ENVIRONMENT IN WHICH THE EUROTUNNEL GROUP OPERATES

4.1.1 RISKS RELATED TO THE ECONOMIC CLIMATE

The Group's operations are directly influenced by the prevailing economic conditions in its main markets, particularly France and the United Kingdom. Changes in cross-Channel traffic and rail freight traffic are linked to the general economic context. While the Group's business has demonstrated its resilience during periods of economic and financial crisis and although the British economy is showing signs of recovery, the Group considers that its business could be impacted by a prolonged economic downturn, as some of the Group's customers could turn to low-cost modes of transport. A deterioration or stagnation of economic conditions could have a direct impact on the volume of rail and maritime traffic in both the passenger and freight segments, or on the activity of the terminals. Uncertainties about the general economic situation have had and are likely to continue to have a negative impact on the business performance and financial position of many companies, and this could have repercussions for the Group's customers and suppliers.

All these risks are measured and monitored at meetings of the corporate management committees to anticipate and prepare for changes in the economic environment, and to make any necessary strategic and tactical adjustments.

4.1.2 RISKS RELATED TO THE COMPETITIVE ENVIRONMENT

In its different activities, the Group faces strong competition from both international and national players in the private and public sectors. This competitive environment (presented in chapter 6 of this Registration Document) could intensify across all of the Group's areas of activity, particularly during a slump in the truck market and increased price sensitivity among customers at a time of economic recession.

With regard to the activities of the Fixed Link, the Eurotunnel Group faces competition from cross-Channel transport operators, whose pricing strategies and other competitive initiatives could have a negative impact on Shuttle Service volumes (particularly Truck Shuttle services) and passenger numbers on High-Speed Passenger Trains. As indicated in chapter 6 of this Registration Document, the Group's commercial and operational strategy could be affected by this context, in which service quality remains a crucial distinguishing factor. The Group adapts its marketing strategy to this competitive environment, particularly during its operational reviews.

Concerning the competitive environment of Europorte, developments in the market and in rail freight transport traffic and related activities are, due to recent changes, quite specific. Although European rail freight has been open to competition in France since March 2003, the first private freight train did not run in France until June 2005. In 2012, competition between the operators remained strong: in the space of 10 years, the French market has opened up as much as the German market has in 20 years of liberalisation. The situation is different in Great Britain where rail freight is developing and where it is anticipated that it will take an even greater share of the British freight transport market.

MyFerryLink faces strong competition from other operators in the Short Straits market. The pricing strategies and other competitive initiatives of those direct competitors are likely to have an even greater impact given that there is less differentiation between the services offered (compared with the Fixed Link service).

In response to this intensification of the competition, the Group rationalises its operations and processes in order to adapt its cost structure, offer new services to its customers and enhance its commercial offering.

4.1.3 MARKET RISKS

Rate risks

The Eurotunnel Group's debt at the closing rate on 31 December 2013 was c3,929 million. At 31 December 2013, the Group held floating rate notes with a nominal value of c167 million. The maturity of the Group's assets and debts is set out below:

d MILLION	Overnight to 1 year	1 year to 5 years	Over 5 years
Financial assets	–	–	167
Financial liabilities	39	156	3,734
Net position	39	156	3,567

As part of the Group's treasury procedures described in section 16.9 of this Registration Document, its Finance Department continually monitors movements in inflation and interest rates, and its Treasury Risk Management Committee receives monthly reports containing forecast and actual rate changes.

Interest rate

As explained in note X of the consolidated financial statements in paragraph 20.3.1 of this Registration Document, the risk of adverse movements in interest rates during the life of the Term Loan is covered by the fact that (i) two tranches of the loan are at a fixed rate, (ii) the two inflation-linked tranches are at a fixed rate and (iii) the last two tranches are at a floating rate and are covered by a swap converting the floating rate into a fixed rate for the full life of the Term Loan.

Rate of inflation

As explained in note X of the consolidated financial statements in paragraph 20.3.1 of this Registration Document, the inflation risk affects both interest and principal repayments on the two inflation-linked tranches, of £750 million and c367 million respectively. By way of illustration, a percentage point variation in the inflation rate would have an impact of c13 million on the amount of the principal of tranches A1 and A2.

Foreign exchange risks

Around half of the Eurotunnel Group's revenue is generated in sterling, while a larger proportion of both operating and investment expenditure is in euros. Moreover, the Group's Term Loan is denominated in sterling for a total of £1.481 billion and in euros for a total of c1.942 billion.

The Eurotunnel Group makes every effort to match more closely the currencies in which its revenues and expenses are denominated, and also uses currency hedging to manage its foreign exchange risk effectively. However, there is no guarantee that these measures will significantly reduce the risk borne by the Eurotunnel Group in the event of a fall in sterling against the euro, or ensure that the materialisation of this risk would not have a significant impact on the Eurotunnel Group's financial position and/or ability to service its debt.

The Eurotunnel Group prepares its consolidated financial statements in euros. At 31 December 2013, its balance sheet exposure to trading currencies was as follows:

d MILLION	Assets	Liabilities	Foreign currency liabilities	Net position before hedging	Hedging instruments	Net position after hedging
Euro	400	(2,600)	–	(2,200)	–	(2,200)
Sterling	400	(2,100)	–	(1,700)	–	(1,700)

The assets and liabilities in the above table do not include fixed assets or equity, which are carried at historical exchange rates.

Fluctuations in the sterling/euro exchange rate have an impact on the value in euros of revenue, costs, expenses and financial income, as well as on the Group's assets and liabilities. The following table summarises the exchange rate sensitivity of the Group's profits and equity at 31 December 2013:

d MILLION	2013
Exchange rate variation	Actual rate	Published	+10%	�10%
Revenue	1.187	1,092	1,143	1,041
Operating margin (EBITDA)	1.187	449	478	420
Result before tax: profit	1.187	20	36	5
Total equity and shareholders' funds	1.199	2,481	2,304	2,657

In addition to the measures described above, the Group's Finance Department continually monitors movements in the sterling/euro exchange rate, while its Treasury Risk Management Committee receives monthly reports containing forecast and actual exchange rate fluctuations. A report on the work of the Treasury Risk Management Committee is submitted to GET SA's Audit Committee.

Credit and counterparty risks

Customer credit risk

The Group's exposure to customer credit risk is limited to its customers in the United Kingdom and eurozone countries, with the exception of:

• the Railways, who accounted for 26% of the Group's revenue in 2013;
• the Group's Passenger Shuttle and MyFerryLink customers who pay for their tickets in advance, particularly via the internet; consequently the credit risk in relation to these customers is very limited.

The Group's maximum exposure to credit risk on trade receivables, as well as the ageing of those trade receivables and the provision for bad debts, is explained in detail in note Q to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

Revenue from the Group's five largest customers, not including the Railways, accounted for 6% of its total revenue in 2013.

The Group manages its customer credit risk through a policy requiring that every new customer undergo a credit check before being able to benefit from the Group's standard credit terms. The Group's credit risk exposure to account customers is managed by means of continuous monitoring of their financial situation and of their outstanding debt in relation to the credit limits and payment terms granted to them.

Suppliers

The Group's exposure to counterparty risk with its suppliers is managed by framework agreements that contain standard mechanisms based on third-party guarantees or prepayments and appropriate recovery procedures.

Short-term investments

The Group's maximum exposure to credit risk on short-term investments is set out in note X to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

The Group limits its exposure to credit risk by investing only in (i) term deposits and certificates of deposit with a maximum maturity of six months, and with counterparties with at least a P-1 short-term rating from Moody's, and (ii) funds and money market funds with a long-term rating of at least Aaa from Moody's or AAA from S&P.

The amounts invested by the Group in any one fund or money market fund should not exceed c120 million per fund or money market fund in euros or £100 million per fund or money market fund in sterling. Investments in term deposits or certificates of deposit with the same counterparty may not exceed c78 million in France or £65 million in the United Kingdom.

The Treasury Risk Management Committee monitors the Group's compliance with this investment policy.

Liquidity risk

A significant proportion of the Eurotunnel Group's operational cash flow is taken up by interest payments and, since 2013, the payment of principal. This expense could reduce the Group's capacity to finance its investments or possible external growth operations.

A breakdown of the Group's financial liabilities by contractual maturity is given in note X to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

The terms and conditions of the Group's bank loans, particularly concerning defaults and early repayment, as well as the financial covenants that the Group must comply with in respect of debt servicing, are described in chapter 22 of this Registration Document and note V to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

The contractual terms of the Group's hedging instruments (swaps) to cover its variable-rate loans are explained in note V to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

The Group manages its liquidity risk exposure through centralised treasury management by its Finance Department, which continually monitors the Group's treasury position. The Group also prepares monthly short- and medium-term cash flow forecasts, which are presented to the Treasury Risk Management Committee composed of the Head of Financial Control, the Deputy Chief Executive Officer, and their main managers.

In this context, the Group acquired floating rate notes with a nominal value of c167 million in 2011 and 2012. These notes were issued by Channel Link Enterprises Finance (CLEF), the securitisation vehicle for the Group's debt. These notes have the same characteristics as the Group's tranche C debt, namely a maturity between 2041 and 2050 (see note Q to the consolidated financial statements in paragraph 20.3.1 of this Registration Document). This acquisition will in particular improve the Group's financial results.

As indicated in note X of the consolidated financial statements in paragraph 20.3.1 of this Registration Document, the company has carried out a specific review of its liquidity risk and considers that it is able to meet its future obligations.

As indicated in section 10.6 of this Registration Document, at 31 December 2013 the Group was in compliance with all its debt service cover ratios (financial covenants).

As indicated in section 10.1 of this Registration Document, GET SA received a Baa2 rating from Moody's in 2007, which is still valid at the date of this Registration Document.

Raw materials and energy risks

For the Fixed Link, the Eurotunnel Group uses electricity as its main source of energy, particularly for train traction. The supply of electricity represents a significant expense for the Eurotunnel Group (accounting for about 5% of overall operating expenditure in 2013) and a large general increase in the cost of raw materials and electricity could have negative repercussions on the Group's results.

In the light of the highly volatile energy market, the Group has introduced a risk management policy to hedge market price risk and volume risk.

Application of the French law on the new organisation of electricity markets (NOME) helps reduce the Group's exposure to energy market volatility.

Volume purchases on the UK wholesale market are performed under annual contracts. Purchases are made in tranches to spread the risk, based on fundamental and technical market analysis.

To mitigate volume risk, the Group closely monitors its electricity use and regularly updates its forecasts.

The Group and its electricity suppliers negotiate the volume constraints in power supply contracts so as to reduce the Group's volume risk, by including the option of changing contractual volumes without penalty, or by adding a take-or-pay clause based on an annual rather than seasonal timeframe.

The Europorte entities favour the use of electrical power. When these subsidiaries use diesel locomotives, the cost price of traction may be affected by a change in the fuel price. Ways of mitigating this risk are being explored.

The maritime segment is exposed to risks related to the entry into force of the MARPOL marine pollution regulations mentioned in section 4.1.5 of this Registration Document, as well as to fluctuations in fuel prices potentially affecting how much it is charged to purchase capacity.

Risk on shares and other financial instruments

The Group's investments are governed by its treasury policy and are therefore limited to the list of financial instruments detailed in ''Short-term investments'' above and the floating rate notes mentioned in ''Liquidity risk'' above. The Group does not invest in equities, interest rate instruments or other derivatives.

4.1.4 RISKS RELATED TO RETIREMENT BENEFITS

In the United Kingdom, the Eurotunnel Group administers three defined benefit pension schemes:

• the main pension scheme, The Channel Tunnel Group Pension Fund, which changed in 2010 from a wholly defined benefit plan to a hybrid scheme (part defined benefit and part defined contribution);
• a pension fund for GBRf;
• a defined benefit plan closed to new entrants (Senior Executive Pension Fund, open only to senior managers who joined prior to 2000).

An independent actuary values the schemes' assets and liabilities. The present value of the schemes' assets which are not due to be realised in the short term may undergo significant changes. The present value of the schemes' liabilities, calculated by discounting long-term cash flow projections, is inherently uncertain.

Were the values of the schemes' assets and liabilities to reveal underfunding, the Eurotunnel Group could be asked to fund the shortfall within the framework of a plan extending over a period of up to 10 years.

Risks associated with the UK pension schemes are managed through a regular review process and meetings with the trustees, actuaries and other professional advisers.

4.1.5 RISKS RELATED TO THE REGULATORY AND POLITICAL ENVIRONMENT

Regulatory environment

The Eurotunnel Group operates in a highly regulated environment, which results in a high degree of dependency on decisions and measures over which the Group has very little or no influence. These regulations are subject to change and interpretation by administrative authorities and courts, and could be considerably tightened by national or European authorities, which would adversely affect the Group's business activities and financial results. Compliance with the rules, in their current form and as amended in the future, could result in increased operating and investment costs. The competent authorities could also adopt other stricter rules or rules in new areas that are not currently considered, with similar effect.

This regulatory framework includes the European rail directives, particularly Directive 2001/14/EC which concerns the division of rail infrastructure capacity and the pricing of rail infrastructure, and specifies certain operating rules applicable to rail infrastructure managers. This regulatory framework is constantly changing, the most recent development being the draft Fourth Railway Package, which could affect the operation and financial position of Concessionaires as a result of the proposed separation of the activities of infrastructure manager and rail company. These measures could impose restrictions on the Eurotunnel Group's business activities and affect its revenue. These directives can also be subject to change and interpretation by administrative authorities and courts, and the associated regulations could even be significantly tightened by national or European authorities. On 21 June 2013, the European Commission issued France and the United Kingdom with a formal request, in the form of a reasoned opinion, inviting the French and British authorities to implement provisions from the First Railway Package of 2001 (Directives 91/440/EEC and 2001/14/EC) concerning the charging structures of Railway Companies in the Channel Tunnel. The Commission also considered that the independence of the IGC could not be guaranteed, finally clarifying that the Shuttle activity was not covered by the opinion. This infringement procedure was initiated by the European Commission against France and the United Kingdom based on Article 258 of the Treaty on the Functioning of the European Union (TFEU). Although the procedure launched by the Commission is aimed at the States and not at the Group directly, the Eurotunnel Group has worked with the French and British governments to assert the legitimacy of its position and has presented arguments that could be developed in response to the reasoned opinion of the European Commission, with the exception of the grievances concerning the IGC. This procedure is described in section 20.8 of this Registration Document.

Operation of the Tunnel is subject to highly detailed regulations drawn up by the IGC and the Safety Authority. The Concession Agreement described in section 22 of this Registration Document may be terminated by the States in the event of force majeure, particularly in the event of war or a serious breach by the Concessionaires of their obligations under the Concession Agreement. Furthermore, if the Eurotunnel Group should be in breach of its obligations under the Concession Agreement, the IGC could impose significant daily penalties. The IGC has the power to make decisions (particularly in relation to the distance between trains using the Tunnel) that could lead to a reduction in Tunnel capacity. Eurostar introduced an action of this type as indicated in section 20.8 of this Registration Document. The regulatory authorities could also adopt new measures relating to safety or other matters, particularly concerning infrastructure access conditions. This could force the Eurotunnel Group to incur significant additional expenditure, or could impose restrictions on its business activities and impact its revenue.

The Public Affairs Department is responsible for ensuring compliance with the rights and obligations arising from the Concession, by both the States and the Concessionaires, and for monitoring relations with the IGC. The Eurotunnel Group has no control over the IGC, which represents the two governments, particularly the French Minist ere des Transports ` and the British Department of Transport. That being the case, the obligations assumed under the Concession Agreement require the States to conduct themselves in a specific manner in the performance of their duties. The Concession Agreement grants the Concessionaires the option of requesting, before the arbitration tribunal, in accordance with the terms of the Treaty of Canterbury, compensation for breaches of contract by the States.

RFF, the state-owned industrial and commercial enterprise responsible for the planning, development and improvement of the French national rail infrastructure, has undergone significant changes following the pricing reforms adopted in the 2008-2012 multi-year contract. This contract set out the ambitions of the government and the responsibilities of RFF to increase the performance of the national rail network, particularly through an increase in tolls once the constant volume subsidy paid over 2009-2015 comes to an end. The costs of access to the national rail network are high. Their increase and/or a drop in government subsidies could contribute to a worsening of Europorte's financial results. The end of the subsidies would give rise to a marked increase in the operating costs of rail operators, including EPF, which would be likely to significantly disrupt the market and the pricing policy, and to threaten the competitiveness of rail freight in the long term. In 2013, although RFF did not receive any subsidies from the French government, RFF undertook not to pass its additional expenses on to the railway companies.

In the area of transport, the public authorities are recommending the promotion and development of alternative modes of transport. Encouraging a modal shift from road to rail is one of the main levers of this policy. Yet, France's secondary rail network, which was historically very dense, has been neglected and, following a lack of maintenance and use, is gradually being dismantled. However, this network is essential to the survival of rail freight, since it allows a large part of freight flows to be channelled into the main network. Without political will on the part of the actors responsible for developing transport infrastructure and the implications of that lack of political will for the modal shift strategy, the progressive deterioration or eventual disappearance of the feeder networks could have a major impact on the revenue of EPF, which obtains a third of its business from the transportation of grain.

With regard to the maritime sector, by the time the MARPOL 73/78 regulations for the Prevention of Air Pollution from Ships come into force in 2015, the Eurotunnel Group, as a ship owner, will have had to do what is necessary in order to obtain International Air Pollution Prevention Certificates for the ships, confirming that the conditions of the regulations are complied with.

Europorte France, Europorte Channel and GBRf operate under rail freight operators' licences. These activities may only commence on the infrastructure after approval of the safety documentation and issuance of a safety certificate by the competent authority. Furthermore, in order to obtain authorisation to transport certain hazardous materials on a given infrastructure, a safety plan is submitted and validated by the manager of the infrastructure in question.

The plan to harmonise the conditions of employment of railway workers (both freight and passenger) is one of the objectives of the draft railway reform which is due to be debated in parliament in the first half of 2014. It is anticipated that a decree will set the common rules regarding organisation and working time, guaranteeing the ''requirements of safety and continuity of public services'', and that the decree will be supplemented by a sector-wide collective agreement, the drafting of which has been entrusted to a joint committee composed of the French Public and Rail Transport Union and seven trade union organisations. The establishment of a harmonised social framework for the whole rail sector could affect the social equilibrium of the company and adversely affect the competitiveness of Europorte.

Businesses within the Group are subject to different laws and regulations. An amendment or tightening of those regulations could result in additional investment or operating costs for the Group in order to bring itself into line with those regulatory developments. Changes in regulations or case law concerning the application of tax rules could also have an impact on the Group's results. Moreover, other measures, not directly related to the regulation of the Eurotunnel Group's business activities, could still affect them. By way of example,

increased measures to enforce regulations relating to immigration, customs and excise duties could cause delays or affect customer satisfaction levels.

4.1.6 RISKS RELATED TO EXTREME WEATHER EVENTS

The Shuttle Service, unlike the ferries, is unaffected by sea conditions and is not dependent on the weather. However, the occurrence of events related to extreme weather conditions, such as major storms or heavy snowfall, can make road networks impassable, thus preventing customers from accessing the Fixed Link. Such events could also disrupt the functioning of the Fixed Link infrastructure, reducing its operating capacity or even leading to its temporary closure. Extreme weather can also have an impact on the rail companies using the Fixed Link and on essential service providers or supply networks that are indispensable for the operation of the Fixed Link (electricity, water, roads, fuel, etc.). Finally, they can also affect rail freight transport activities and prevent the MyFerryLink ships from making sea crossings.

Thus, extreme weather events can affect the Group's business and impact its revenue.

For the Concession, the Eurotunnel Group has on-site weather stations to forecast these events. Moreover, operational continuity plans ensure the continuity of operations in degraded mode for a given period. In such cases, the Group also has management plans for road traffic in the vicinity of the terminals.

4.1.7 RISKS LINKED TO TERRORIST THREATS AND ATTACKS

Like other infrastructure operators, the Eurotunnel Group constantly faces the risk of a terrorist threat or attack on its installations, particularly the Fixed Link, or on neighbouring infrastructure required for circulation of the trains or Shuttles. The Eurotunnel Group carries out certain activities on behalf of the States and, consequently must implement security and public health measures along with specific measures for the application of national programmes (such as the Vigipirate security alert system) in accordance with the Concession Agreement. The Eurotunnel Group adapts its operational practices to meet these requirements and to deliver the required quality of service. It is not possible to rule out a change in these requirements that would make it necessary for the Group to adapt its business and commercial practices, leading to an increase in operating costs or deterioration in service quality. That could have an adverse effect on the Group's image, competitive advantages, activity, financial position and results. Irrespective of the insurance cover in place (see section 4.3 below) and government responsibilities, if this risk were to materialise, it could have a significant adverse impact on the business, revenue and image of the Eurotunnel Group. In addition, safety and security measures could be stepped up, which could increase passenger inconvenience, reduce capacity and substantially increase the Group's safety and security-related expenditure.

Risk management procedures related to the risk of terrorism are described in section 17.2.4 of this Registration Document.

4.1.8 RISKS RELATED TO HEALTH EPIDEMICS

In the European and global health context, the outbreak of an epidemic or the fear of an epidemic are likely to have a negative impact on traffic, leading to a fall in revenue and/or an increase in costs linked to public health measures.

For the implementation of its operational continuity plans, particularly with regard to operation of the Concession, the Eurotunnel Group has a crisis management unit which decides on any operational adjustments that may be required, working closely and continuously with the competent authorities.

4.1.9 RISK OF HARM TO IMAGE AND/OR REPUTATION

The Group may be exposed to reputational risks, particularly when the Group's values or operational excellence are questioned, or when its legitimacy as an infrastructure manager or transport operator is challenged.

Through its organisation and procedures, the Eurotunnel Group makes every effort to prevent the occurrence of operational risks and disparaging attacks that could harm its image and/or reputation.

Furthermore, in relation to its development, the Group could face opposition from local communities or organisations to the installation or operation of certain types of equipment or the setting up of new activities. A deterioration in these conditions could result in permits and licences being refused or delayed, and have a negative impact on the Group's business. Therefore, the Eurotunnel Group engages in broad consultation upstream of its projects, builds partnerships with civil society and ensures that its activities generate economic benefits consistent with the expectations of the communities.

4.2. RISKS RELATED TO CONDUCTING THE BUSINESS OF THE EUROTUNNEL GROUP

4.2.1 RISKS RELATED TO DEVELOPING AND INVESTING IN THE GROUP'S BUSINESS

As part of its development strategy, the Eurotunnel Group has pursued in the past, and may pursue in the future, external growth through acquisitions. Such transactions involve a certain number of risks related to their implementation, the integration of the newly acquired activities and personnel, failure to generate expected synergies, maintaining uniform controls, procedures and policies, the appearance of unexpected costs or liabilities and applicable regulations. These risks could have a significant negative effect on the Group's business, financial position or results, or on its ability to achieve its objectives.

In order to maintain its quality of service, the Eurotunnel Group is planning large-scale maintenance and replacement of part of its rolling stock. Given the time required to maintain, build and commission these complex elements, the capital expenditure must be planned several years in advance. The length of the investment cycle carries risks for the expected return on past investments. The uncertainties linked to this type of long-term investment could cause significant budget overruns.

4.2.2 OPERATIONAL RISKS

The Eurotunnel Group faces risks inherent in rail transport and infrastructure operation

• The Eurotunnel Group has more than 20 years of experience in maintaining its rolling stock, equipment and infrastructure. It has a standard maintenance programme, a long-term large-scale maintenance programme, as well as a rolling stock and equipment replacement plan, as indicated in section 6.2.4 of this Registration Document. However, given the specific nature of the rolling stock, equipment and infrastructure used for the Fixed Link, the particular conditions and intensity of their use and technological advances, these programmes and plans may prove insufficient or unsuitable, particularly in the event of premature obsolescence or an increase in technical faults. This would lead to unforeseen costs or partial or temporary service interruptions, which could affect Eurotunnel Group's business, financial position and results. The Eurotunnel Group has implemented standardisation and reconditioning programmes designed to reduce future maintenance needs and improve the availability of its rolling stock. The impact of the new industrial solutions introduced to improve operating performance may be hard to master or grasp and could lead to temporary disruptions to services.
• During the repair or maintenance of its systems, technical incidents/accidents may jeopardise the safety of Eurotunnel Group employees and subcontractors. The Eurotunnel Group is committed to implementing all safety plans necessary to ensure the wellbeing of all persons working on its sites.
• Risks related to safety and fire in the Tunnel are covered by the design of the System itself and by a series of principles, procedures and controls that have been validated by the IGC. With regard to past incidents, the occurrence of another major fire would result in a substantial increase in the insurance premium. The introduction and effective operation of the SAFE stations reduces the impact of this historical risk, but cannot reduce the possibility of recurrence. The Group regularly monitors innovations in fire detection and prevention systems. The Group also takes into account the fact that these risks could come from external entities using the Group's facilities and, therefore, as part of its policy to improve safety and service quality, it has two additional independent rescue locomotives.

• Concerning risks related to security, the Eurotunnel Group continues to implement intrusion prevention measures. A sharp increase in incursions by migrants could require the investment of additional resources or result in a deterioration in service quality and consequently impact the results of this activity.
• The current state of the rolling stock market requires Europorte in France to place orders to buy and/or lease long before they are produced and brought into service, creating the risk that the market offering may be inappropriate to Europorte's needs. When the time comes, this could affect Europorte's ability to fulfil its commitments in a timely manner. On the British side, rolling stock that meets European and national regulations seems to be increasingly difficult to obtain and this could hold back GBRf's development.

Lack of control by the Group over the activities of the Railways and Railway Companies

The Tunnel is used by High Speed Passenger Train operators and Train Operators' Rail Freight Services, whose results could be affected by external events and circumstances beyond the control of the Eurotunnel Group. The Eurotunnel Group does not operate these services and cannot exert direct influence on the commercial operation of High Speed Passenger Train services or the Train Operators' Rail Freight Services. The performance, service level and prices offered by these operators to their customers, along with other factors that may be beyond the operators' control, influence the use of their services; in turn, these factors affect the revenue that the Eurotunnel Group receives from the Railways and Railway Companies. The Train Operators' Rail Freight Services face organisational problems relating to coordination of national operators, technical constraints and the priority of freight versus passenger traffic on infrastructures within the European Union. These organisational difficulties could make it hard to achieve significant growth in the volumes transported by the Train Operators' Rail Freight Services, and could even lead to a substantial decline in traffic. A significant portion of the Eurotunnel Group's revenue therefore depends on the successful operation of these services by entities over which it has no control.

The railway facilities used by the High Speed Passenger Train services and rail freight trains are outside the Eurotunnel Group's Concession and could be subject to disruption from various sources. This could result in the stoppage or reduction of this traffic. Such events could have a negative impact on the Group's revenue derived from the usage of its railway network.

4.2.3 RISKS RELATED TO HUMAN RESOURCES

Skills

The Group's business encompasses a wide range of occupations, calling on a variety of skills. In the context of an inverted age pyramid for the Fixed Link, the replacement of some staff and potential retraining plans are areas that are anticipated by the Group's Human Resources Department. The Eurotunnel Group has increased its forward planning in terms of skills management and the transfer of know-how.

Occupations in the rail industry require lengthy training and other operators are prepared to pay higher salaries. Staff shortages and the difficulty of replacement within existing teams, including within the management, could affect certain developments. In order to anticipate the risk of the loss of key skills or the growing scarcity of workers for certain jobs, the Group is pursuing a human resources policy that is highly oriented towards job management adapted to different contexts and a concern for employability through the development of training, as indicated in chapter 17 below. Faced with the absence of government training programmes leading to qualifications in the rail sector, the Group has set up an organisation dedicated to rail industry training courses. In order to retain its key employees, the Group has introduced long-term incentives and a bonus share scheme open to all Group employees.

Labour relations

In the current economic downturn, the risk of deteriorating labour relations and staff disputes cannot be ruled out. Strikes, walkouts, industrial action or other forms of unrest could disrupt the activities of the Eurotunnel Group. These could occur not only within the Eurotunnel Group, but could also affect its customers, subcontractors or suppliers. Developments within the Group could mean that consultation and negotiation no longer effectively regulate relations between management and staff. In the event of a breakdown in the negotiation process, those relations could deteriorate, leading to loss of motivation and trust among employees, and affecting the Group's external and internal image.

The Group has already implemented restructuring and reorganisation in the past. Further measures cannot be completely ruled out in the future. Reorganisation could affect the Group's relations with its employees, giving rise to labour disputes and specifically stoppages, strikes and other forms of disruption that could have a negative effect on the Group's business and results.

Labour-related risk management procedures are described in section 17.2 of this Registration Document.

Quality of working life

One of the Group's ambitions is to create the right conditions for employee engagement and motivation and to prevent work-related stress. To help its managers cope with the growing complexity of their work, the Group has invested in the promotion of managerial practices that place an emphasis on staff development. The Group has implemented initiatives in the most appropriate areas of the organisation: listening to employees (telephone helpline, psychological support unit, etc.), strategic workforce planning, career ladder information, development of skills and optimisation of internal mobility. Details of the Group's strategy and its results are regularly shared through internal communication, which fosters cohesion.

4.2.4 RISKS RELATED TO DEFAULTING SUPPLIERS OR SUBCONTRACTORS

The Eurotunnel Group relies on subcontractors for parts of its business, particularly relating to security, cleaning (primarily industrial) and vehicle chocking. It is possible that some of these subcontractors might fail to fulfil their obligations, which could affect the Eurotunnel Group's results or financial position. Subcontractor default risk is managed through the Purchasing Department's careful supplier selection procedure, as well as through the monitoring of suppliers' financial positions and close contract management.

The rolling stock and some of the Fixed Link installations have been supplied in very small volumes by a very limited number of suppliers to meet highly specific operating requirements. The Eurotunnel Group believes that if its original suppliers were unable to supply replacement parts or whole Shuttles for any reason, or were unwilling to do so on acceptable terms, it would be able to obtain the necessary equipment from other manufacturers. However, the price or timeframe for such replacements could have an adverse impact on the Eurotunnel Group's financial position and prospects. For Europorte, the need to lease new locomotives in coming years brings an increased risk of reliance on key suppliers. Equipment and materials risk is managed through the purchase of reserve stocks, the dynamic (annual or six-monthly) review of suppliers, and research into alternative materials and technologies.

The allocation by RFF of poor quality slots or the unavailability of slots could harm Europorte's image and affect its business. On 22 January 2013, Europorte signed a framework agreement with RFF on the infrastructure capacity required for the rail company to operate, in addition to a new agreement on slot quality. For the service timetable covered by the deal, RFF agreed to confirm or withdraw freight slots at least two months before the service is scheduled to run.

The ferries owned by the Group are operated exclusively by a worker cooperative which is external to the Group and could default. The need to switch operators could have an impact on the results of the maritime segment.

4.2.5 ENVIRONMENTAL RISKS

The Concessionaires are subject to French, English and European environmental regulations, as well as local regulations that require them to either obtain authorisation for the disposal of certain waste materials or contract an accredited company to remove and dispose of the waste. Any breach of the environmental regulations would result in them being fined for causing pollution. The regulations also stipulate that the authorities may force the closure of any facility that does not comply with decisions requiring certain environmentally harmful activities to cease or be modified.

The Eurotunnel Group has an environmental protection and sustainable development policy which is described in chapter 17 of this Registration Document. However, there is no guarantee that United Kingdom, French, European, national or local authorities will not impose new regulations leading to additional expenditure which could have an adverse impact on the results or financial position of the Eurotunnel Group.

These risks are managed through an environmental analysis, which identifies the various risks and assesses their potential impact. The resources required to minimise this impact can then be identified. The regulations outline the risks associated with some activities carried out at the terminals, and specify requirements for reducing and monitoring their impact.

In the United Kingdom, the Concessionaires, as managers of an infrastructure of major importance to the British economy, were required by the Department for Environment, Food and Rural Affairs (DEFRA), under the 2008 Climate Change Act, to carry out a study of the ability of its infrastructure to withstand the foreseeable effects of climate change.

4.2.6 SOCIAL ACCEPTABILITY

The industrial sites and areas in which Europorte operates, and the products transported, present a risk in terms of the environment and industrial safety

The main customers of Socorail, the Europorte subsidiary specialising in the provision of industrial logistical services, include actors from the chemical and oil industries subject to the Seveso classification. These industries are subject to very strict safety regulations, therefore extremely stringent safety criteria are imposed on subcontractors. Although Socorail has, for several years, been engaged in a voluntary process of ISO 9001: 2008 quality certification and MASE (business safety improvement manual) safety certification, the danger, toxicity or flammability of some raw materials could cause risks, particularly risks of accidents, fires, explosions and damage to the environment and wildlife, and could harm the environmental image of Europorte and the Group. The same applies when Europorte's rail freight subsidiaries transport various hazardous, toxic or flammable products. Furthermore, the business of rail freight haulage may present environmental risks in the event of a rail accident, due to the materials transported or the zones crossed. The industrial safety and environmental risk prevention policy is described in chapter 17.4.2 of this Registration Document.

4.2.7 LEGAL RISKS

Risks related to specific terms of the Concession Agreement

The Concession Agreement under which the Eurotunnel Group operates may only be modified through amendments negotiated with the States. These negotiations could be long and complex. Were economic, financial or technical developments affecting the Eurotunnel Group to make rapid changes necessary, the specific terms of the Concession Agreement could limit the Eurotunnel Group's ability to adapt or to adjust its business to those developments, which could affect its results and financial position.

Risks related to competition regulation

The Eurotunnel Group's market, pricing practices and behaviour are governed by competition law, the application of which is supervised by the French and British competition authorities and the European Commission. This could give rise to the introduction of new regulatory measures concerning prices, penalties, third-party proceedings for damages and restrictions on the Group's business activities. These or other measures could have a significant negative impact on the Eurotunnel Group's financial position, particularly in the case of divergent interpretations of a given operation by the French authority and the British authority. As indicated in section 20.8 of this Registration Document, the French competition authorities did not come to the same conclusion as the British competition authorities concerning the purchase of certain ex-SeaFrance assets. Furthermore, the Eurotunnel Group cannot be entirely sure that other future decisions of the competition authorities will not jeopardise the existence of the MyFerryLink subsidiary.

The Group's management of legal risks is carefully monitored by several departments and, in particular, by the Group's Legal Department through a monitoring procedure and meetings with the relevant operational departments.

Risks related to failure to meet contractual obligations

Like any business, the Eurotunnel Group is, by definition, exposed to risks related to failure to meet its contractual obligations to its customers, suppliers, employees and financial partners.

Customers

The Concessionaires' obligations to the Railways under the Railway Usage Contract which ends in 2052, or to Railway Companies under the Network Statement, and the consequences of failing to meet those obligations are detailed in chapter 22 of this Registration Document. The Group did not see any significant reduction in the Railways' contributions to its fixed annual charges in 2013 as a result of unavailability of the Fixed Link. It cannot be ruled out that the Railways may wish, before the end of the Railway Usage Contract, to renegotiate it or dispute certain of its provisions.

As part of its transport activity, the Eurotunnel Group transports passengers and trucks on board its Shuttles. The Eurotunnel Group's commitments are governed by its general conditions of carriage.

Within its rail freight transport and industrial-site management business, Europorte, to secure its activity and reduce the risk of dependency on a few key customers, has identified possibilities for diversification and growth. Europorte's commercial policy seeks to mitigate risks of dependency on a few customers or sectors of activity by diversifying the customer portfolio and developing growth opportunities in the infrastructure management market.

Suppliers

The Group's purchasing procedures and general purchasing conditions set forth the terms of payment for supplier invoices. The conditions applied by the Group in France are compliant with the obligations defined in the French Economic Modernisation Act of 4 August 2008. The Group has established systems and procedures for processing supplier invoices to make sure that they are paid in accordance with the contractual terms and conditions.

The following table shows the payment schedule of the Group's accounts payable at 31 December 2013:

IN MILLIONS	Total	Not yet due	0-30 days	31-90 days	Over 90 days
France (c)	28.6	21.7	5.7	0.4	0.8
United Kingdom (£)	9.4	6.1	2.6	0.4	0.3

The following table shows the payment schedule of the Group's accounts payable at 31 December 2012:

IN MILLIONS	Total	Not yet due	0-30 days	31-90 days	Over 90 days
France (c)	22.1	15.4	5.0	0.8	0.9
United Kingdom (£)	8.9	6.5	1.9	0.3	0.2

Financial partners

The obligations related to the Group's Term Loan are described in chapter 22 of this Registration Document. These obligations, combined with the level of the Eurotunnel Group's debt, could affect its ability to obtain additional financing in the future and limit its ability to react to changes that affect its business or the markets in which it operates. The loans and other financing could become subject to early repayment in full should the Group fail to meet certain of its contractual obligations, or in the event of occurrence of the events or defaults mentioned in chapter 22 and note V to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

As part of the procedures for the management of these risks, the Finance Department continually monitors the Group's commitments and restrictions within the framework of the Treasury Risk Management Committee.

Significant legal proceedings

The Eurotunnel Group is now, and could be in the future, involved in certain administrative or judicial proceedings. The most significant current or potential proceedings are described in section 20.8 of this Registration Document.

More generally, it cannot be ruled out that, in the future, new legal proceedings, whether related to ongoing proceedings or not, could be brought against any of the Eurotunnel Group's entities; were such proceedings to have an unfavourable outcome, they could have an adverse impact on the business, financial position or results of the Eurotunnel Group.

The main shareholder of GET SA holds a significant percentage of the capital and voting rights

GS Infrastructure Partners (GSIP) holds, through various funds, a significant ownership interest in the capital of GET SA, as indicated in chapter 18 of this Registration Document.

Consequently, it could be in a position to exert an influence at the general meeting on the Group's corporate decisions requiring shareholder approval (the election and dismissal of members of the board of directors, the distribution of dividends, changes to the articles of association and decisions to undertake important operations for the Group, including new issues of equity securities). Also, the organisation of corporate governance within the Group (number of independent board members, board committees) as described in chapter 16 of this Registration Document is another way to moderate this risk.

4.2.8 RISKS RELATED TO INFORMATION SYSTEMS

With the arrival of new technologies, the information system is extending beyond the Group with the outsourcing of certain IT systems (cloud computing) and new uses by employees (Bring Your Own Device). Attacks via the internet are increasingly complex and numerous. At the same time, the Group's activities and processes are becoming increasingly dependent on information systems. Information system failures could result in losses or leaks of data, delays or additional costs, posing a risk to the Group's strategy or image.

These risks are addressed through functional, technical and legal security measures: securing smartphones, automatic detection of security vulnerabilities on Group servers, annual intrusion tests, and so on. System redundancy, contingency plans and recovery plans are in place for strategic systems. Moreover, the Concessionaires that generate a large part of their revenue online and are considered to be a critical infrastructure operator are subject to particular audit and control obligations in terms of information system security.

4.3. INSURANCE

The Eurotunnel Group's insurance programmes consist primarily of policies covering material damage and business interruption (including terrorism) and third-party liability.

For the Fixed Link, the material damage and business interruption policy (including terrorism) is composed of two layers of respectively c400 million and c300 million, providing total cover of c700 million. The first layer was renewed on 1 January 2014 for two years ending 31 December 2015, and the second layer for one year ending 31 December 2014. Premiums are paid annually.

The Eurotunnel Group's third-party liability policy (excluding specific programmes) was renewed on 1 January 2014 for two years, ending 31 December 2015.

The dedicated insurance programme for EPF, EPP and Socorail which was already in place, has been renewed for the period 1 December 2013 to 30 November 2014. It includes cover for material damage and business interruption, third-party liability and environmental damage.

In certain circumstances, payments by insurance companies under existing insurance guarantees may not be sufficient to cover all of the loss suffered. Losses in excess of the agreed indemnity limits or the application of deductibles or certain exclusion clauses could result in the Eurotunnel Group incurring unforeseen costs or could affect its business, financial position or results.

In addition, changes to the insurance market and the occurrence of operational incidents could lead to an adverse change in the Eurotunnel Group's insurance programme and the terms and conditions of such insurance, such as the level of premiums, the level of insurance deductibles and the scope of any exclusions which could have an adverse impact on the Eurotunnel Group's business, financial position or results.

As part of the Group's risk management procedures for this type of risk, it regularly ensures that it has the appropriate level of coverage and takes corrective actions when needed.

5. INFORMATION ABOUT GET SA

5.1. HISTORY AND DEVELOPMENT OF GET SA

5.1.1 COMPANY NAME

Groupe Eurotunnel SA.

5.1.2 REGISTRATION PLACE AND NUMBER

GET SA is registered at the Paris Trade and Companies Registry under registration number 483 385 142.

Its SIRET number is 48338514200029. Its NAF code is 6420Z.

5.1.3 DATE OF INCORPORATION AND DURATION

GET SA was incorporated on 6 July 2005 and was registered on 3 August 2005 for a fixed period of 99 years from the date of its registration in the Trade and Companies Registry, save for early winding-up or extension, i.e. until 3 August 2104.

5.1.4 REGISTERED OFFICE, LEGAL FORM AND APPLICABLE LAW

The registered office of GET SA is located at 3 rue La Bo etie, 75008 Paris. ´

Telephone: +33 (0)1 40 98 04 60

GET SA is a French public limited company (Soci et´ ´e Anonyme) with a board of directors, incorporated under French law. GET SA is governed by Part II of the French Commercial Code and decree no. 67-236 of 23 March 1967 regarding commercial companies, codified in the regulatory section of the French Commercial Code.

5.1.5 IMPORTANT EVENTS IN THE DEVELOPMENT OF THE BUSINESS OF GET SA

a) Maritime activity: procedure before the UK Competition Commission

In 2012, the Eurotunnel Group created the company Euro-TransManche Holding SAS as part of the project to acquire certain assets of the SeaFrance group in liquidation, including notably the ferries the Berlioz, the Rodin and the Nord Pas-de-Calais, for a total of c65 million. The transfer of ownership of these assets occurred on 2 July 2012, with a clause prohibiting the transfer of the ferries for a period of five years. The ferries are owned by three subsidiaries of Euro-TransManche Holding SAS. The commercial activity is carried out by another subsidiary of Euro-TransManche Holding SAS, MyFerryLink SAS.

Eurotunnel SA (or any connected party) from operating ferry services out of the port of Dover, either directly or indirectly, for a period of ten years using the ferries the Berlioz and the Rodin, and for a period of two years for any other ferry.

The Tribunal considered that the UK Competition Commission, having failed to demonstrate that Groupe Eurotunnel SA had acquired an enterprise and not just individual assets, had not justified that it has jurisdiction in the matter. The Tribunal therefore remitted to the Competition Commission the question of whether the Eurotunnel Group acquired an enterprise.

In a press release dated 8 January 2014, the UK Competition Commission announced that it would reconsider the question of the nature of the acquisition by Groupe Eurotunnel SA of the three ferries and the other assets of the former SeaFrance. The Competition Commission is expected to announce its decision at the beginning of May 2014. The previous decision of the Competition Commission provided for the implementation of the required remedies within a period of six months from the date of the order.

The Eurotunnel Group confirms its determination to continue its maritime activity and maintains its position that the acquisition of the former SeaFrance ferries nine months after the liquidation of SeaFrance and the cessation of its activity, does not constitute the acquisition of an enterprise that would fall within the Competition Commission's jurisdiction. The Eurotunnel Group believes that the performance of MyFerryLink increases competition in the cross-Channel market.

In this context, the financial statements at 31 December 2013 have been prepared on the basis that the maritime business will continue.

b) Reasoned opinion issued by the European Commission on the implementation of the first railway package

On 20 June 2013, the European Commission issued a formal request to France and the United Kingdom in the form of a ''reasoned opinion'', asking the French and UK authorities to comply with the provisions of the 2001 first railway package (Directives 91/440/EEC and 2001/14/EC) with respect, in particular for the financial aspects, to the track access charges for Railway Companies using the Channel Tunnel and the duration of the contract with the railways. The Commission states that the Shuttle activity is not affected by this procedure.

In their response to the European Commission in September 2013, the French and UK authorities rejected all the points raised by the Commission and confirmed the validity of the cross-Channel Fixed Link's track access charges in relation to European directives.

The Eurotunnel Group does not expect any significant consequences to result from this procedure.

c) Accounting for deferred tax

Given its earnings outlook and its significant cumulative losses, the Group has accounted for a net deferred tax asset of c127 million at 31 December 2013, of which c83 million has been accounted for in the income statement and c44 million in other comprehensive income. Details of this are shown in note L to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

5.1.6 RECENT EVENTS

As outlined in section 20.8.2 of this Registration Document, the Competition Commission announced on 8 January 2014 that it would reconsider the question of the nature of the acquisition by Groupe Eurotunnel SA and that it would give its decision in May 2014. In accordance with the procedure in the United Kingdom, the Competition Commission published its preliminary findings on 21 March 2014. The Competition Commission maintains its position that the acquisition of the ferries from the former maritime company SeaFrance constitutes an acquisition of an enterprise and not the acquisition of assets.

The purpose of this report is to allow interested parties to comment on the provisional findings. The Group intends to contest this analysis and to submit its response within the required timeframe. The final decision is still expected in May 2014.

5.2. INVESTMENTS

5.2.1 SIGNIFICANT INVESTMENTS MADE BY THE EUROTUNNEL GROUP DURING THE LAST THREE YEARS AND SIGNIFICANT CURRENT INVESTMENTS

The total amount of the Eurotunnel Group's investments in the last three years is respectively c96,012,000 for the 2011 financial year, c182,139,000 for the 2012 financial year and c74,382,000 for the 2013 financial year.

Over the last three financial years, the Eurotunnel Group's main investments in the Fixed Link were:

• the programme to renovate and increase the engine power of 18 locomotives from 5.6 to 7 MW, at a cost of around c39 million, which will give the Eurotunnel Group a 44-strong fleet of 7 MW locomotives at the end of 2013, better able to handle the heavier loads that result from the lengthening of Truck Shuttles to 32 carriers and increased truck weights;
• the installation of the GSM-R (approximately c17 million);
• the entry into service of the GSM-P in the North tunnel which is an important element in improving the offer to the customer by enabling them to use mobile communications services from French or British telecoms operators whilst in the Tunnel on Shuttles and passenger trains (approximately c14 million);
• the installation of SAFE stations (approximately c11 million);
• decocooning of the ninth Passenger Shuttle and comprehensive periodic maintenance by rake (approximately c10 million);
• catenary power to be cut at platforms and installation of compressors under Passenger Shuttle double-deck loaders (approximately c5 million);
• floor renovations on the Arbel and Breda Truck Shuttles (approximately c9 million);
• renovation of the fleet of dedicated vehicles that operate in the service tunnel.

Over the last three financial years, the Eurotunnel Group's main investments in the Europorte segment totalled approximately c131 million, and consisted mainly of the purchase of rolling stock as part of the ongoing rationalisation of the locomotive fleet, notably locomotives for Europorte France and GBRf.

As indicated in chapter 6 of this Registration Document, on 2 July 2012 the Eurotunnel Group acquired certain assets from the former shipping company SeaFrance which was in liquidation, consisting mainly of the vessels Berlioz, Rodin and Nord Pas-de-Calais. The total investment to acquire and rehabilitate these vessels was c80 million, of which c65 million was for the initial acquisition.

In 2011 and 2012, the Group acquired variable rate notes with a nominal value of c167 million for c150 million. These notes were issued by Channel Link Enterprises Finance (CLEF), the securitisation vehicle for the Group's debt, and are identical in their characteristics to tranche C of the Group's debt, including their maturity of between 2041 and 2050. This acquisition will improve the Group's financial results. These transactions do not result in the modification of the existing contractual obligations relating to tranche C of the debt. As a result, these notes are accounted for in other financial assets and the related interest income is accounted for in other financial income as described in note Q to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

5.2.2 SIGNIFICANT FUTURE INVESTMENTS

Investment projects planned for 2014 fall into three categories: those undertaken in response to outside constraints, those to replace equipment before it becomes obsolete and those to improve the Group's performance. Each project has a level of flexibility in terms of scope and phasing which can be adjusted as circumstances change.

In the current economic environment and given the risk of increased competition in the cross-Channel market, these investments are for the most part essential to sustaining the competitiveness and market share of the Eurotunnel Group's activities.

The project to equip the Tunnel with GSM-R continues and requires a total investment estimated at c44 million, of which c14 million is expected in 2014. This project is to meet obligations under the European directive on interoperability of the European networks and will allow the circulation of trains run by new entrants, including Deutsche Bahn.

A major project which is required to meet environmental regulations and which forms part of the Group's sustainable development is the replacement of chillers for Tunnel cooling plant and air conditioning systems using R22 gas which is prohibited from 1 January 2015.

● ⁵ INFORMATION ABOUT GET SA

Replacement projects in 2014 include floors for the Truck Shuttles, a number of track switches and couplings on the Passenger Shuttles and locomotives and on Truck Shuttle loader wagons and Club Cars to allow them to operate under optimum conditions of reliability, safety and security.

Intensive use and the natural life cycle of rolling stock have led to deterioration in some of the wagon equipment. To remedy this, several programmes have been recently launched to renovate the floors of the Passenger Shuttle carrier wagons. These projects will strengthen the structure and bodies of the wagons and extend their useful life.

Other projects are designed to boost the Group's performance, capacity or productivity, notably including the development plan for the Truck Shuttle activity:

• the comprehensive redevelopment of the French and British terminals including equipping and developing the car parks used by customers of the Truck Shuttle Service;
• the design of a new generation Truck Shuttle; and
• the reorganisation and development of rolling stock maintenance workshops in order to meet requirements for the next two decades.

The ElecLink project, in which GET SA holds a 49% share, has received authorisations as described in section 6.4.2 of this Registration Document. The investment required for this project will be financed by equity and debt raised by Eleclink in accordance with terms and conditions which have not yet been determined.

GBRf is studying a project for the acquisition of new locomotives to support its growth.

As the owner of ferries, the Eurotunnel Group will need to carry out the modifications required by the MARPOL regulations as indicated in chapter 4 of this Registration Document.

6. DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

6.1.	INTRODUCTION	24
6.2.	CROSS-CHANNEL ACTIVITIES	25
6.2.1	Main Markets	25
6.2.2	Fixed Link: Activities	28
6.2.3	Fixed Link: Capacities	34
6.2.4	Fixed Link: System Reliability	35
6.2.5	Myferrylink Maritime Activities	37
6.3.	ACTIVITIES GROUPED WITHIN EUROPORTE	38
6.3.1	Europorte's Main Markets	38
6.3.2	Europorte's Activities in France	39
6.3.3	Europorte's Activities in the United Kingdom	41
6.4.	OTHER ACTIVITIES	42
6.4.1	Euro Carex	42
6.4.2	Eleclink	42
6.5.	DEPENDENCY	42

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

6.1. INTRODUCTION

GET SA, the Group's listed holding company, controls the two Channel Tunnel Concessionaires and Europorte SAS in relation to rail freight transport activities and, since 2012, Euro-TransManche Holding SAS in relation to maritime activities.

The two Concessionaires operate the Tunnel in accordance with the Treaty of Canterbury and the Concession Agreement. The Treaty of Canterbury, signed on 12 February 1986, authorised the construction and operation of the Fixed Link by private concessionaire companies and established the framework of the Concession Agreement, which was signed on 14 March 1986.

Under the terms of the Concession Agreement, the States granted the Concessionaires the right and obligation to design, finance, build and operate the Fixed Link between France and the United Kingdom for an initial period of 55 years. This term was extended by 10 years in 1994 and by a further 34 years in 1999. The Concession Agreement thus extended will expire in 2086. The main provisions of the Treaty of Canterbury and the Concession Agreement are described in chapter 22 of this Registration Document.

The Concessionaires operate the System, which links France and the United Kingdom. The System comprises three tunnels, each approximately 50 kilometres long, which run mostly under the Channel, along with the Folkestone terminal in the United Kingdom and the Coquelles terminal in France, the fixed equipment and related installations. Two of the tunnels are single-track rail tunnels, which in normal service are used by trains travelling in one direction only. The third tunnel, which for most of its length lies between the two main rail tunnels, provides a safe means of emergency evacuation and access for Tunnel maintenance. There are also four crossing points between the rail tunnels, so that when maintenance work is being done on a section of one tunnel, trains can switch to the other.

The System is directly linked to the British and French motorway networks. The Folkestone and Coquelles terminals are the departure and arrival points for vehicles using the Shuttle Services. Shopping and food service facilities are available to customers at each terminal. Border controls and security checks take place at the departure terminal, so in principle no checks are required at the arrival terminal. The System is also linked to the French and British railway networks, in particular to their high-speed lines. All rail traffic in the System is controlled from railway control centres at the French and British terminals.

The holding company Europorte SAS groups all the rail freight transport subsidiaries (Europorte segment) providing a wide range of integrated rail freight services, including national and international haulage, local services for secondary lines, and services to industry (individual junction management, infrastructure maintenance, and wagon loading and unloading). The external-growth operations carried out between 2009 and 2010 thus give Europorte a greater density on the ground in France and Britain, allowing it to extend its range of services.

The holding company Euro-TransManche Holding SAS groups all the maritime subsidiaries (MyFerryLink maritime segment) owning three vessels, which are operated commercially using a series of charter agreements under which SCOP SeaFrance is responsible for the equipment and nautical management of the vessels on the sea route between the ports of Calais in France and Dover in the United Kingdom, and which are marketed by the subsidiary MyFerryLink SAS.

In 2013 Eurotunnel Group earned its revenue from four main sources:

• the Fixed Link activities, mainly:
– the Shuttle Service (Le Shuttle) for both the transport of trucks and the transport of cars, motor homes, caravans, coaches, motorcycles and trailers on its Passenger Shuttles;
– payments made for use of the Railway Network by High-Speed Passenger Trains (Eurostar) and by Train Operators' Rail Freight Services;
• the Europorte rail freight segment;
• the MyFerryLink maritime segment.

The breakdown of the Eurotunnel Group's 2013 revenue is as follows:

		2012
IN d MILLION	2013	restated( *)	Variance	2012
Exchange rate c/£	1.187	1.187		1.23
Shuttle Services	477	470	+2%	478
Railway Network	289	280	+3%	286
Other revenues	13	13	+2%	13
Sub-total Fixed Link Concession	779	763	+2%	777
Europorte	239	206	+16%	209
MyFerryLink	74	7		7
Revenue	1,092	976	+12%	993

* Restated at the exchange rate used for the 2013 income statement (£1= d1.187).

MyFerryLink began operations on 20 August 2012.

Unless otherwise indicated, the information in this chapter 6 originates from sources within the Eurotunnel Group.

6.2. CROSS-CHANNEL ACTIVITIES

6.2.1 MAIN MARKETS

The Eurotunnel Group operates in the transport market between continental Europe and the United Kingdom. It offers (i) a Shuttle Service between Calais and Folkestone, and which competes directly with ferry operators between Dover and the Continent in the transport of passengers, cars, coaches and trucks, and (ii) a Railway Network on which Railway Companies can run rail freight trains and High-Speed Passenger Trains (Eurostar), and (iii) a maritime transport service between Dover and the Continent, under the MyFerryLink brand, in direct competition with other ferry operators and Shuttle Services between Calais and Folkestone.

a) Freight market

Freight traffic between continental Europe and the United Kingdom is commonly divided into four modes:

• Roll-On/Roll-Off accompanied: trucks and trailers crossing the Channel or the North Sea on Shuttles or ferries at the same time as the road tractor and driver, mostly via the Short Straits;
• Roll-On/Roll-Off unaccompanied: trailers crossing the Channel or the North Sea independently of the road tractor, mostly via North Sea routes;
• Rail freight: conventional or intermodal trains through the Tunnel; and
• Lift-On/Lift-Off: moveable containers or swap bodies loaded on Lift-On/Lift-Off container ships, mostly on the North Sea routes.

The market is based on three corridors:

• the Short Straits: all routes from continental Europe to Dover, Folkestone and Ramsgate (including the Tunnel);
• the English Channel: all routes from continental Europe to ports on the south coast of the United Kingdom to the south-west of Folkestone; and
• the North Sea: all routes from continental Europe to ports on the east coast of the United Kingdom to the north of Ramsgate (including the Thames Estuary).

The modal distribution varies by geographic zone. For accompanied trucks, the long trip across the English Channel or the even longer trip across the North Sea is costly. These routes are more suitable for Roll-On/Roll-Off unaccompanied and Lift-On/Lift-Off solutions.

By contrast, the shorter crossing times of the Short Straits are more appropriate to time-sensitive traffic, and attract a much larger share of Roll-On/Roll-Off accompanied traffic.

Short Straits

In the freight market, the Truck Shuttle Service is in direct competition with ferry operators on the accompanied road transport route across the Short Straits, including MyFerryLink.

Over the last 15 years, there has been a marked shift towards the use of accompanied trucks in the freight market between continental Europe and the United Kingdom. The trend in favour of accompanied trucks has now come to an end and market shares between the routes are now relatively stable.

However, the Roll-On/Roll-Off accompanied mode on the Short Straits routes continues to grow because it provides the shortest and quickest route for crossing the Channel.

The Short Straits' (Truck Shuttles' and ferries') share of the freight market rose on the back of the success of the Roll-On/Roll-Off accompanied mode, reflecting:

the lack of development of cross-Channel rail freight;
capacity increases and changes in pricing policies by the various operators.

The freight market continued to grow in 2013 by an estimated 4.7% compared with 2012, but nevertheless remains some 5% below 2007, before the economic crisis and in particular the economic slowdown in the United Kingdom. The extent and timing of the economic recovery in the United Kingdom are difficult to determine.

b) Passenger market

Until 2008, the international passenger transport market from and to the United Kingdom grew steadily. Most of this growth was concentrated on trips to southern or Eastern Europe, markets in which the Eurotunnel Group is not active. The impact of the global economic environment largely reversed this trend between 2009 and 2012. The passenger market achieved significant growth in 2013 compared with 2012, mainly during the summer period (source: International Passenger Survey estimates).

The Passenger Shuttle Service and the MyFerryLink maritime service transport all passengers travelling with their vehicles between Calais, Folkestone and Dover. They are in direct competition with ferry operators in the Short Straits market. The transport services for passengers travelling without their vehicles provided by airlines or by High-Speed Passenger Trains constitute a marginal and indirect source of competition to these two services.

Eurostar services principally operate in the market for transporting passengers travelling without their vehicles between Paris and London and between Brussels and London. Eurostar's main competitors are airlines.

Short Straits

During the 1990s, this market was characterised in particular by a high proportion of day trips, with passengers attracted by duty-free purchases or other economic benefits. These advantages have disappeared, so the number of day trips on the Short Straits route is on a sustained downward trend. However, the number of long-stay (five days and over) and short-stay (fewer than five days) trips increased as a result of:

the withdrawal of passenger services on other cross-Channel routes, which led to a transfer of traffic to the Short Straits;
the adoption of dynamic pricing by some operators, particularly the Eurotunnel Group;
airline pricing policies and an end to the steady fall in air fares; and
airport disruption and delays.

The car market declined significantly in 2012, partially offset by one-off events such as the Diamond Jubilee and the 2012 London Olympic Games in June, August and September. The market contracted by 2.4% in 2012 compared with 2011. The car market significantly recovered by about 2.8% compared with 2012, mainly during peak periods, the summer and school holidays in the United Kingdom.

c) Competitive position in the Short Straits market

The Shuttle Services and the MyFerryLink maritime service are in direct competition with the ferry services operated by P&O Ferries and DFDS Seaways. They compete indirectly with airlines and to a lesser extent with Eurostar.

i) Ferry operators

Cross-Channel ferry operators are using larger ships to handle greater volumes of traffic and to achieve economies of scale over the long term, looking for growth in the freight market rather than in the passenger market (cars). On 15 October 2012, the Nord-Pas de Calais region approved the declaration of the project for the development and expansion of the Port of Calais in the public interest. The Port of Dover plans to create a new terminal in the Western Docks to accommodate larger ferries.

Following the withdrawal of Hoverspeed in October 2005, SpeedFerries in November 2008, LD Lines in September 2010 and the liquidation of SeaFrance in January 2012, the Eurotunnel Group's main competitors are P&O and DFDS Seaways.

P&O

Since March 2006, P&O Ferries (''P&O'') has been a subsidiary of DP World, a worldwide operator of port facilities.

P&O is the most important ferry operator on the Short Straits, with five vessels, and is in direct competition with Eurotunnel Group both in the freight market and in the passenger market.

P&O operates up to five vessels (Pride of Kent, Pride of Burgundy, Spirit of Britain, Spirit of France and European Seaway), two of which are new and, at 210 metres, are the longest ships deployed on routes to and from Dover. These two vessels can each carry 180 heavy goods vehicles, double the capacity of the existing ships(1).

DFDS Seaways

Previously a subsidiary of the Danish group AP Moeller-Maersk, Norfolkline DFDS Seaways has been owned by the Danish company DFDS since the end of 2009.

In 2013, DFDS Seaways had three ships operating on the Dover-Dunkirk link, all delivered in 2005 and 2006. They have a lower passenger capacity than those traditionally used by P&O Ferries.

Once SeaFrance ceased trading, LD Lines' Norman Spirit was transferred from Le Havre to bolster DFDS's fleet on the Dunkirk-Dover route. Since 17 February 2012, DFDS Seaways has been running a service between Calais and Dover. In 2013, DFDS Seaways operated two vessels on the Dover-Calais link (Norman Spirit and the former Moli ere ` of SeaFrance) . (2)

MyFerryLink

The MyFerryLink maritime service is described in section 6.2.5.

ii) Shuttle Services

Competitive advantages of the Shuttle Service

The Eurotunnel Group considers that, under normal operating conditions, its Shuttle Service enjoys considerable competitive advantages over ferries even though certain market segments are inaccessible to it, notably out-of-gauge vehicles and certain dangerous goods. These competitive advantages are as follows:

• speed: the standard travel time between the French and British motorways is much shorter than via the ferries;
• departure frequency: the Eurotunnel Group's Shuttle Service runs more frequently than any of its competitors and it runs every day of the year;
• reliability: the Shuttle Service, unlike the ferries, is unaffected by sailing conditions and is not dependent on the weather; and
• environmentally friendly: the electric power it uses for traction generates much lower greenhouse gas emissions than fossil fuels.

Eurotunnel's Shuttle Service also offers:

• a freight service that is independent of the passenger service, which has a peak tourist season;
• more efficient management of loading/unloading; and
• the direct management of its terminals, in contrast to the ferries, for which port operations are managed by third parties.

Eurotunnel Group considers that the maritime transport service under the MyFerryLink brand, while completely different from the Shuttle Service, offers its customers a lower-cost alternative with the same Eurotunnel Group standards in terms of security, safety and customer service.

iii) Airlines

Airlines, and particularly low-cost airlines, also have an indirect impact on the Short Straits market. These companies serve many destinations in continental Europe and so compete with operators in the Short Straits, including the Passenger Shuttle Service in the

⁽¹⁾ www.poferries.com

⁽²⁾ www.dfdsseaways.fr

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

short-stay leisure market. Many destinations in France are now served by low-cost airlines offering an alternative means of transport between France and the United Kingdom.

iv) Eurostar

To a lesser extent, Eurostar's High-Speed Passenger Trains compete indirectly with the Passenger Shuttle Service in the leisure market.

6.2.2 FIXED LINK: ACTIVITIES

The Eurotunnel Group operates and directly markets a Shuttle Service through the Tunnel and also manages the safe and efficient passage of High-Speed Passenger Trains and of the Train Operators' Rail Freight Services on the Railway Network.

a) Shuttle transport activities

The Eurotunnel Group's sales, marketing and operations strategy is focused on clearly differentiating its product from that of its competitors. This strategy aims to ensure outstanding service quality and optimum security, and involves the following key measures:

• constant alignment of supply with demand, ensuring optimal load factors on the Shuttles;
• commercial strategies providing a product offering even better suited to customers' needs and ensuring better control of Eurotunnel Group's distribution network; and
• cost control achieved through programmes to optimise maintenance and production management cycles and renegotiating the main sub-contracting agreements (the areas in which Eurotunnel Group uses sub-contractors are described in section 17.2.1 i) of this Registration Document).

This business model focuses on operating margins and seeks to maximise profitability rather than to increase volume and market share.

i) Truck Shuttle Service

Introduction

The Truck Shuttle Service carries trucks between France and the United Kingdom on Shuttle trains. In each terminal, drivers pass through dedicated check-in, security and border control facilities. Other facilities for trucks are located close to the terminals. Drivers and their passengers do not remain in their vehicles during the crossing, but travel in a separate carriage (''Club Car'') specially designed for this purpose.

The Eurotunnel Group has 15 Truck Shuttles (six of which have capacity for 31 trucks and nine have capacity for 32 trucks), thus enabling the Group to operate up to six departures per hour in each direction.

Strategy

Truck service marketing strategy

The strategy is based on an optimisation of Truck Shuttle revenue and a pricing policy that reflects the value of the service provided by the Eurotunnel Group and its speed, ease and reliability.

Throughout the year, the Eurotunnel Group gives priority to customers under contract, only providing transport to occasional customers as available capacity allows.

Truck Shuttle Service market share

Eurotunnel Group estimates that its share of the Truck Shuttle Service market on the Short Straits corridor has evolved as follows:

	2013		2012
	Market share( *) Vehicles( ) (estimate)		Vehicles( *)	Market share( **)
Accompanied trucks	1,362,849	38.6%	1,464,880	43.5%

* Number of accompanied trucks transported by the Truck Shuttle Service.

** The market share percentages are derived by calculating the Truck Shuttle Service's accompanied truck traffic as a proportion of the total of such traffic on the Short Straits market as reported by IRN Services Ltd.

2012 was marked by the absence of the traditional operator SeaFrance and the resulting redistribution of traffic, as well as by additional traffic generated by the London Olympic Games. The market share of Truck Shuttles therefore continued to rise, reaching 43.5% for the year, a record since the Fixed Link was opened. The introduction of the MyFerryLink maritime service, as well as the new Calais-Dover service provided by DFDS, helped to re-establish at the Port of Calais a range of transport services comparable to that which existed before the departure of the traditional operator SeaFrance.

The resulting partial redistribution of traffic resulted in a significant fall in market share of the Truck Shuttle Service in 2013, which stood at 38.6% for the year, comparable to that of 2007.

ii) Passenger Shuttle Service (Le Shuttle)

Introduction

The Passenger Shuttle Service carries cars, motor homes, caravans, coaches, motorcycles and trailers between France and the United Kingdom on Shuttles. Tickets can be bought in advance at www.eurotunnel.com, by telephone from the customer service centre, from travel agents and on arrival at check-in. Customers remain in their vehicle throughout the crossing, which normally lasts approximately 35 minutes from platform to platform. Each Passenger Shuttle has two sections: a double-deck section mainly for cars and motorcycles and a single-deck section reserved for vehicles higher than 1.85 metres, mainly coaches, minibuses and cars with roof boxes or towing caravans.

Eurotunnel Group has nine Passenger Shuttles able to carry up to 180 cars or 120 cars and 12 coaches. The Passenger Shuttle Service can operate up to five departures per hour in each direction.

Strategy

The business model aims to optimise Passenger Shuttle revenue by increasing the average revenue per Shuttle departure.

Pricing policy (''Dynamic Pricing'')

The Group's pricing system calculates and adjusts ticket prices according to departure time and Shuttle load factor. Currently, more than 80% of Le Shuttle car customers who book their tickets do so online. This policy optimises passenger revenue and the average ticket price for passenger vehicles (cars, motor homes, caravans, motorcycles, etc.).

Adapting capacity to demand

The capacity of the Passenger Shuttle Service is constantly adjusted to improve loading rates and reduce costs. Several operational changes have been made to continuously improve this strategy, such as better distribution of Shuttle departures during the day, fewer Passenger Shuttles running at off-peak times and more during peak times, and the introduction of more flexibility in train crew management.

Over the medium term, this policy has allowed the Eurotunnel Group to optimise the load factor, which went from 45% in 2004 to 60% in 2013.

Passenger Shuttle Service market share

The Eurotunnel Group estimates that its share of the car and coach passenger markets on the Short Straits were as follows:

	2013		2012
	Vehicles	Market share (estimated)	Vehicles	Market share
Cars( *)	2,481,167	50.5%	2,424,342	50.8%
Coaches( **)	64,507	41.6%	58,966	41.2%

* Number of vehicles transported by the Passenger Shuttle Service. The market share percentages are calculated by converting the number of vehicles transported into Car Equivalent Units (''CEU'') and determining the Passenger Shuttle Service's share of total CEU transported on the Short Straits as reported by IRN Services Ltd.

** Number of vehicles transported by the Passenger Shuttle Service. The market share percentages are calculated by determining the Passenger Shuttle Service's share of the total number of coaches transported on the Short Straits as reported by IRN Services Ltd.

Despite a subdued market environment in 2012, traffic growth was made possible by gains in market share. In 2012, as a result of the contraction in supply following the exit of the traditional operator SeaFrance, the Shuttle Service increased its share of the car market to almost 51% for the year, up 4.4 percentage points on the previous year.

In a rapidly growing passenger transport market and despite the re-establishment of a range of maritime services comparable to that existing before the departure of the traditional operator SeaFrance, the market share of the Passenger Shuttle Service remained relatively stable (-0.3% compared with 2012).

b) Railway Network

In 2013, Eurotunnel Group earned 26% of its revenue (37% of Fixed Link revenue) from the use of the Railway Network by High-Speed Passenger Trains and Train Operators' Rail Freight Services. The Eurotunnel Group does not operate these trains but manages their safe and efficient passage through the Tunnel infrastructure.

The use of the Tunnel by the Railway Companies is governed by the Railway Usage Contract with the national Railways, which is in force until 2052. Under this charging framework, the Railways are obliged to pay to the Eurotunnel Group fixed annual charges and variable charges according to the number of passengers on High-Speed Passenger Trains (Eurostar). The variable charges are determined according to a toll formula that applies throughout the life of the Railway Usage Contract, and which takes into account the effects of inflation to a certain extent. In addition, the Railways are required to contribute to the operating costs of the System, as well as to investment costs relating to the modernisation of equipment.

A simplified pricing mechanism for freight trains has been put in place, with charging per freight train instead of charging per tonne of freight. This scale is published annually by the Eurotunnel Group in its Network Statement, which sets out access conditions to its Railway Network implementing the charging framework of the Railway Usage Contract for all Railway Companies for the operation of High-Speed Passenger Trains and freight trains.

The Eurotunnel Group's revenue for its Railway Network depends solely on receiving variable charges payable according to the number of passengers transported by the Eurostar High-Speed Passenger Trains and the number of freight trains, and the annual fixed charges as well as the contribution made by the Railways to operating costs.

In 2013, the Eurotunnel Group generated c289 million of revenue from the use of its Railway Network.

i) High-Speed Passenger Trains (Eurostar and new market entrants)

Market developments

The market for High-Speed Passenger Train services (Eurostar and future new market entrants) comprises business and leisure passengers travelling between the United Kingdom and continental Europe. The market is geographically diverse and includes passengers travelling between London and Paris or London and Brussels and passengers travelling between other points in the United Kingdom and France, Belgium, the Netherlands and Germany. Eurostar's High-Speed Passenger Trains connect London with the centre of Paris and Brussels and compete directly with airlines on travel time, frequency, comfort and price. For short-stay leisure travel, Eurostar also competes with low-cost airlines in terms of price, capacity and choice of destinations. Eurostar operates a direct service to Disneyland Paris, a winter service to Bourg Saint Maurice and a summer service to Avignon in the south of France.

Combined data on market growth for Eurostar and the airlines are presented below.

	2013 (estimated)		2012
Paris-London and Brussels-London passenger market	Passengers (thousands)	Growth	Passengers (thousands)	Growth
Air and Rail
Paris-London	8,985	3.0%	8,720	1.5%
Brussels-London	3,538	1.7%	3,480	2.6%

Sources: BRB, SNCF and CAA.

The combined volume of air traffic and rail traffic, in number of passengers, between Paris and London increased by 3.0% between 2012 and 2013. During this same period, the volume of Eurostar rail passenger traffic increased by 2.6%.

The combined volume of air traffic and rail traffic, in number of passengers, between Brussels and London increased by 1.7% between 2012 and 2013. During this same period, the volume of Eurostar rail passenger traffic increased by 1.3%.

Market share

The data below summarises the growth in Eurostar's share of the High-Speed Passenger Train market on the Paris-London and Brussels-London routes.

	2013 (estimated)		2012
High-Speed Passenger Train market share (Eurostar)	Passengers (thousands)( *)	Market share( **)	Passengers (thousands)( *)	Market share( **)
Paris-London	7,163	79.7%	6,979	80.0%
Brussels-London	2,969	83.9%	2,932	84.3%

* Sources: SNCF and BRB.

** Market share percentages are derived by calculating the volume of rail passengers as a proportion of the total volume of air and rail passenger traffic between Paris and London and between Brussels and London as provided by the CAA, BRB and SNCF.

The share held by Eurostar High-Speed Passenger Trains in the passenger market for the Paris-London route has reduced slightly to 79.7% on average for 2013, against 80.0% for 2012. Over the same period, their market share on the London-Brussels route fell slightly from 84.3% to 83.9%.

The competitive environment of High-Speed Passenger Trains (Eurostar)

In the business travel market, Eurostar's High-Speed Passenger Trains compete with the traditional and low-cost airlines that offer regular flights between Paris and London and between Brussels and London. In the leisure travel market, Eurostar's main competitors are the low-cost airlines, not only on the routes served by Eurostar but also to other destinations. Eurostar has taken several successful initiatives in terms of marketing and special offers over the internet, targeting the leisure travel segment. However, the Eurotunnel Group believes that there is still growth potential in these markets, particularly through the addition of extra capacity, and, in future, in the London-Amsterdam, London-Cologne/Frankfurt, London-Geneva and London-Mediterranean markets, by offering direct services by Eurostar or other Train Operators.

In this context, the liberalisation of the international rail passenger transport market on 1 January 2010, to which the Eurotunnel Group responded by publishing efficient and non-discriminatory conditions for access in its Network Statement, offers new entrants the option to operate cross-Channel High-Speed Passenger Train services in competition with Eurostar and the airline sector, to existing or new destinations.

High-Speed Passenger Trains (Eurostar)

Since 1 September 2010, Eurostar's High-Speed Passenger Train services have been jointly operated by Eurostar International Limited, now 55% owned by SNCF, 40% owned by London and Continental Railways Limited (which is under the control of the British government, as is BRB) and 5% owned by SNCB. In December 2013, the government announced its intention to sell its 40% share.

Since 2007, when High Speed 1 and the London terminal at St Pancras International opened, the Eurostar High-Speed Passenger Train service has used a high-speed line between London and the Eurotunnel Group's UK terminal. This line improves service reliability and reduces the transit time between Paris and London or Brussels and London by around 20 minutes. In addition, St Pancras International

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

station improves rail links with Northern England, due to the proximity of rail services from St Pancras, King's Cross and Euston stations. Ebbsfleet International station, located near the M25 London orbital motorway, also allows Eurostar's operators to expand their catchment area.

In 2013, Eurostar ran 16 departures in each direction between Paris and London and eight to ten trains in each direction between London and Brussels on business days, with adjustments depending on the day, the season and the destination. Some trains make intermediate stops at Ebbsfleet or Ashford International in the United Kingdom and at Calais-Fr ethun or Lille-Europe in France. Eurostar ´ also runs a service to Disneyland Paris five days a week and a seasonal direct service from London and Ashford to Bourg Saint-Maurice (from December to April) and to Avignon (from July to September).

In 2013, the number of Eurostar passengers going through the Tunnel rose by 2.2% to 10.1 million compared with 2012 (source: Eurostar).

Eurostar International Limited has announced plans to run a new service between London and Lyon and Marseille from 2015, and between the United Kingdom and the Netherlands from 2017, with the other possibilities being Germany, the south of France and/or Switzerland.

Deutsche Bahn has also declared its intention to launch Intercity-Express (ICE) passenger train services from London to Brussels, then Rotterdam and Amsterdam on the one hand, and Cologne and Frankfurt on the other from 2017. The trainsets needed for these services received IGC approval in June 2013.

ii) Train Operators' Rail Freight Services

Market developments

Train Operators' Rail Freight Services compete with most modes of sea and road freight transport between continental Europe and the United Kingdom.

The freight volume transported by the Train Operators' Rail Freight Services is summarised below.

Train Operators' Rail Freight Services	2013	2012
Cross-Channel rail freight (million tonnes)	1.36	1.23
Number of journeys	2,547	2,325

Sources: Eurotunnel, DB Schenker, SNCF/Captrain and Europorte Channel.

Competitive environment of Train Operators' Rail Freight Services

Rail freight through the Tunnel, originally developed by state-run Railways, initially had disappointing results and organisational difficulties which resulted in a drop in traffic from 3 million tonnes to 1 million tonnes between 1998 and 2007. International rail freight is also held back by inadequate national infrastructure (train gauge and length, quality and availability of paths), distortions that favour sea or road transport and excessive constraints (whether regulatory, social or technical).

In order to retain and relaunch Train Operators' Rail Freight Services, since 2007 the Eurotunnel Group has pursued a comprehensive competitive strategy aimed at addressing the specific challenges in the cross-Channel freight market through the implementation of certain measures in respect of open-access rail development, border restrictions and competitive pricing policies for rail freight services. Between 2007 and 2010, the disappearance of conventional wagonload services resulted in the loss of more than a third of traffic, which was partially offset by the revival of intermodal traffic and conventional full trains. Between 2010 and 2013, the development of these services generated 21% growth in traffic.

In May 2013, still with a view to encouraging the development of freight train traffic of Railway Companies in the Tunnel, Eurotunnel Group launched a programme to help launch new services (ETICA).

Train Operators' Rail Freight Services

The Train Operators' Rail Freight Services between continental Europe and the United Kingdom are run by Railway Companies including DB Schenker (on behalf of BRB), SNCF (and its Captrain subsidiaries), Europorte, and potentially any freight train operator in open access. Three different types of freight trains use the Railway Network:

• intermodal trains, composed of platform wagons transporting containers or swap bodies;
• conventional trains (carrying goods on pallets in enclosed wagons or bulk loads in adapted wagons such as tankers, hoppers, platforms, etc.) making up a full train;

• trains with specialised wagons for transporting new cars.

Rail freight trains are in competition with most modes of freight transport in operation between continental Europe and the United Kingdom.

In order to revive cross-Channel rail freight, the Eurotunnel Group has adopted a strategy that is based on three policies: (i) development of open access for all operators of rail freight trains, (ii) dealing effectively with border restrictions, and (iii) a simplified and competitive pricing policy:

• an average toll charge of £3,000 (c4,500) per train (in 2007 values), for a train travelling at 120 km/h during an average busy period;
• a simplified pricing structure (one toll charge per train, taking account of speed and peak and off-peak transit) allowing operators to optimise their trainloads;
• real and effective open access and the capping of essential cross-Channel service costs (dealing with border restrictions and specialised Class 92 locomotives) at c600 (in 2007 values); and
• competitive total costs compared with the road transport sector in order to encourage rail freight development.

After 2010, with its repeated disruptions to rail freight and the end of single wagonload services, the development of new services between 2011 and 2013 drove an increase in traffic of 21% in the number of trains (and 21% in tonnage transported) compared with 2010, including both the creation of new intermodal services and a short-term increase in the transportation of steel. Following the announcement by RFF of a security surcharge of around c600 per train, growth came to a halt in 2012. This was followed by a return to growth in 2013, intensified by the introduction of the ETICA growth plan, resulting in annual growth in 2013 of 10% compared with the previous year.

c) Other revenues

The Fixed Link generated c13 million in other revenues in 2013, representing 1% of the Eurotunnel Group's total revenue (2% of Fixed Link revenue).

These other revenues consist mainly of (i) revenue from third-party retail businesses in the terminals on both sides of the Tunnel, (ii) revenue paid for telecommunication lines in the Tunnel, (iii) revenue related to the property business, (iv) the sale of travel insurance products in the United Kingdom, and (v) revenue related to CIFFCO training.

i) Revenue from third-party retail businesses

The Eurotunnel Group has built facilities for its customers on its two terminals in France and the United Kingdom, including shops and other retail outlets.

Access to the shops, bars and restaurants is available only to customers travelling on the Shuttle Services. They are located inside the terminals, after check-in. These facilities are operated by third parties under three- to ten-year concession agreements on the French side and under leases on the British side.

In 1994, a 30-year contract was signed to operate three service stations on the two terminals' access and egress roads.

The Eurotunnel Group also earns modest revenues from the leasing of advertising space at the two terminals and alongside the egress routes from the terminals.

The Eurotunnel Group's strategy is to offer travellers who choose to stop before making the crossing a choice and level of service consistent with the overall quality and value of service offered by the Eurotunnel Group. In 2013, the Victor Hugo passenger terminal building in Folkestone was refurbished (shortly to be followed by the Charles Dickens building in Coquelles) to the highest international airport standards in order to create a pleasant environment for customers.

ii) Property business

The Eurotunnel Group owns and manages plots of land near its French and British terminals.

As an extension of its mission to design, build and operate the Fixed Link, the Eurotunnel Group was also given responsibility for local land development. The Fixed Link is not just a transport infrastructure: it was also designed as a platform for the future economic development of the Kent and Calais regions. On the ZAC joint development zone, seven plots remain to be sold covering a total area of 11.8 hectares. Three plots were sold in 2013, one to a supermarket chain and two to fast food chains.

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

The Eurotunnel Group, in the interests of sustainable development, has restored the site of the former factory where the tunnel lining segments were made, and which was later used as a shelter for illegal immigrants (''Red Cross Centre''). This restoration work has paved the way for a major commercial and tourism development project to stand alongside the Cit e de l'Europe shopping centre ´ in Coquelles.

As part of efforts to strengthen its partnership with the town of Sangatte-Bl eriot and the Conseil G ´ en´ ´eral of the Pas-de-Calais, the Eurotunnel Group signed an agreement with the Conseil G en ´ eral of the Pas-de-Calais on 6 January 2009 covering measures to support ´ this ambitious tourism development project.

As part of the responsibility for local land development given to it by the French authorities at the beginning of the Fixed Link project, and in order to further boost the appeal of the Pas-de-Calais region as a tourist destination, Euro-Immo GET, a Groupe Eurotunnel SA subsidiary, submitted a successful bid for the land development concession for the integrated seaside eco-village and golf course project at the Porte des Deux-Caps. The concession agreement was signed on 18 February 2013.

In general terms, the development of the area entrusted to Euro-Immo GET, the project supervisor, encompasses all the work relating to roads, networks, open spaces and various facilities designed to meet the needs of the future occupiers, owners, inhabitants and users of the new buildings. The concessionaire will manage the assets acquired until they are transferred to the builders. The concession will last for 10 years.

iii) Training

The Centre International de Formation Ferroviaire de la C ote d'Opale (CIFFCO) is the Group's specialist subsidiary for providing ˆ professional training for the rail industry. The training centre is open to all European rail companies, infrastructure maintenance companies and their subcontractors. It can train engineers working on the French national rail network, as well as those of neighbouring countries. Accredited by the French public rail safety authority (EPSF), CIFFCO prepares trainees for 15 different occupations.

6.2.3 FIXED LINK: CAPACITIES

a) The System

i) The Tunnel

A limited number of trains or Shuttles can pass through the Tunnel every hour. The Tunnel capacity is expressed in terms of the number of standard paths per hour in each direction. A standard path is defined as the time it takes a Shuttle train operating at 140 km/h to cover that part of the System which, under normal operating conditions, is used by all other trains travelling through the Tunnel.

One of the key factors determining the Tunnel's capacity is the signalling system. At the date of this Registration Document, the System permits 20 standard paths per hour in each direction. Under the Railway Usage Contract, trains belonging to the Railways have the right to use up to 50% of the hourly capacity in each direction. High-Speed Passenger Trains and Train Operators' Rail Freight Services, because of their faster or slower speeds relative to the Eurotunnel Group's Truck and Passenger Shuttle Services, use more than one standard path to travel through the Tunnel. At peak times, speeds can be adjusted to maximise the number of trains and Shuttles travelling through the Tunnel. In 2013, the maximum number of standard paths used by Passenger and Truck Shuttle Services was ten per hour in each direction.

At the date of this Registration Document, the Tunnel's capacity under normal operating conditions does not constitute a significant constraint limiting growth in the different types of traffic.

In the medium or long term, the Eurotunnel Group believes that it will be possible to increase the Tunnel's capacity by the following means:

• setting uniform operating speeds for all trains, which would allow more trains to run on the same number of standard paths. At the date of this Registration Document, goods trains travel in the Tunnel at a speed of 100 or 120 km/h, while High-Speed Passenger Trains can reach a speed of 160 km/h in the Tunnel. These speed differentials use a large part of the System capacity, because they require the Eurotunnel Group to leave greater intervals between trains than would be necessary if they all travelled at the same speed. Use of the System's capacity could therefore be improved by shifting slow or infrequent freight trains to off-peak times, and by scheduling trains that travel at speeds higher (160 km/h) or lower (120 km/h) than the standard path (140 km/h) so that they run in flights during peak hours;
• increasing the power of the locomotives pulling the Shuttles to allow the use of longer trains or reduce transit times;
• reducing the space between trains using the Tunnel (to 2 minutes 30 seconds instead of 3 minutes currently) so as to raise System capacity to 24 standard paths per hour in both directions, although this would mean improving the fixed equipment; and
• improving the signalling system, notably with ERTMS (this initial phase creates no additional capacity).

Some of these measures require approval by the IGC, which has supervisory authority over Tunnel operation.

The Eurotunnel Group and the French and British mobile telephone operators signed an agreement for a dedicated optical relay system using 2G and 3G telephone and GSM-P mobile internet networks. This service enables passengers on Shuttle Service and High-Speed Passenger Trains to use their mobile to make calls and access the internet. These services have already been put in place in the north tunnel and will shortly be extended to the south tunnel.

ii) Terminals

Currently, ten boarding platforms are in service at the French terminal and ten at the British terminal.

Both terminals were designed so that the number of boarding platforms could be increased to 16. In order to maintain traffic fluidity and to increase the number of hourly Truck Shuttle departures, capacity at the terminals will be expanded. The Terminal 2015 project notably includes the development of a secure parking area for approximately 300 trucks in Coquelles and an increase in the number of tolls and in the number of access lanes to the check-in barriers.

The terminals have self check-in lanes for all customers, along with an automatic number plate recognition system. These systems improve traffic flow and reduce operating costs. In a constant drive to improve its quality of service, the Coquelles and Folkestone terminal buildings have been refurbished. A play area with a variety of play equipment and a digital display screen was created in the Charles Dickens building in Coquelles. Meanwhile, the Victor Hugo building in Folkestone was given award-winning sanitary facilities, a prayer room and special facilities for severely disabled people.

b) Rolling stock

Plans to develop the Shuttle fleet are described in section 6.2.4 of this Registration Document.

c) Railway Services (passenger and rail freight)

Under the Railway Usage Contract, trains using the Railway Network are entitled to use up to 50% of the total capacity of the Tunnel that is allowed by the signalling system. This currently amounts to ten standard paths per hour in each direction for High-Speed Passenger Trains (Eurostar and new entrants) and Train Operators' Rail Freight Services. Goods trains currently transport an average load of about 500 to 600 tonnes each, although some of them can transport up to 1,000 tonnes of freight, and travel at speeds varying between 100 and 120 km/h. An increase in the average load or the travel speed of goods trains would allow the Railway Companies to increase freight train traffic without additional use of the Tunnel's capacity. Similarly, increasing load factors on High-Speed Passenger Trains (those of Eurostar and new market entrants) and synchronising them so that they run in flights would enable more passengers to be transported without using additional Tunnel capacity. Under the terms of the Railway Usage Contract, the Eurotunnel Group may use any surplus capacity not used by the Railway Companies if they have not confirmed their capacity requirement by the previous day. Use of this surplus capacity provides the Eurotunnel Group with additional flexibility in optimising the flow of traffic and scheduling passenger and freight trains and Shuttle Service departures.

6.2.4 FIXED LINK: SYSTEM RELIABILITY

a) Tunnel availability and maintenance

Scheduled weekly maintenance of the Tunnel is planned and structured so as to promote efficient use of the Tunnel and cause minimal disruption to commercial operations.

The Eurotunnel Group has set itself an objective of limiting service disruptions due to fixed equipment failure to less than 0.75% despite continual traffic growth. In 2013, Tunnel availability was maintained at 99.71% compared with 99.79% in 2012.

It should be noted that the creation of special fire-fighting stations (SAFE) helps to preserve the infrastructure in case of a fire on board a Truck Shuttle.

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

b) Rail replacement

Rails on the terminals are replaced as part of the routine maintenance programme, without major disruption to commercial services. A new strategy has reduced costs without harming the quality of the track. This strategy aims to avoid systematically replacing both lines of rails, but only those rails that are worn or that present defects.

A new tunnel rail replacement campaign will start in 2014 and will be completed in early 2016. Thirty-three kilometres of track will be replaced each year, on Friday, Saturday and Sunday nights over 11 weekends at the start of each year. Resin rails will be installed along the 11 km of the Tunnel which are most susceptible to corrosion.

c) Maintenance and availability of rolling stock

The Eurotunnel Group has also set itself the objective of achieving better utilisation of its transport capacity by improving load factors on its rolling stock. This is in addition to improving the availability of the rolling stock by modifying maintenance procedures in order to optimise periods of operation between maintenance visits.

The repair and maintenance programmes implemented by the Eurotunnel Group have helped to improve the reliability of the electric locomotives and Truck and Passenger Shuttles. In planning its maintenance programmes, the Eurotunnel Group's objectives are the following:

• ensure that safety requirements are met;
• avoid rolling stock being out of service for prolonged periods; and
• maximise the number of Shuttles available at peak hours.

Under current maintenance programmes, light maintenance and safety inspections are carried out every 44 days or 30,000 km for the locomotives, Truck Shuttles and Passenger Shuttles. Every 600 to 1,200 days, depending on the vehicle and the number of kilometres it has covered, each Shuttle is taken out of service for six weeks to undergo an extensive preventive maintenance programme. The entry into service of the ninth Passenger Shuttle made it necessary to bring back the mothballed rake into service and to concentrate the extensive preventive maintenance programmes on shuttles outside peak times. The entry into service of this additional capacity will address the unavailability caused by the mid-life programme for Passenger Shuttles, scheduled from 2018 to 2022.

The departure cancellation rate for Passenger Shuttle Services due to faults in rolling stock was 1.4% in 2013, lower than in 2012. The departure cancellation rate for Truck Shuttle Services due to faults in rolling stock was 1.6% in 2013, while it was 1.8% in 2012. The number of stops in the Tunnel due to faults in rolling stock was 37 in 2013, compared with 33 in 2012. The Eurotunnel Group is embarking on simplification and renovation programmes aimed at further reducing future maintenance requirements and improving reliability.

The LSM (Large Scale Maintenance) programme is being stepped up with a view to:

• meeting safety requirements (bogie, brake, coupling, batteries, etc.);
• restoring and improving the reliability of systems that have reached about a third or half of their overall potential (canopy, SDL hydraulic, etc.);
• extending the life of wagons (Breda floors, Arbel floors, etc.); and
• ensuring customer comfort (air conditioning, toilets, interiors, etc.).

d) Maintenance strategy

The TIME (Tunnel Infrastructure Maintenance Excellence) programme has led to a reduction in overnight maintenance from three to two nights per weekend from September 2012, as a result of reduced sub-contracting costs, optimisation of maintenance times and efficient working methods. This optimisation is ongoing and, since early 2013, maintenance work on the terminals on Friday and Saturday nights has been limited and is now transparent for commercial operation and all of the Tunnel's capacity is fully available to customers.

The process of optimising the rolling stock maintenance strategy has continued. Its aims are:

• to improve the availability, performance and quality of the Shuttles,
• to increase processing capacity and so minimise the total cost of maintenance, and
• to rationalise technical choices and industrial resources.

This process is based on several lines of work:

• the extension of the light and in-depth preventive maintenance cycles, both for Truck Shuttles and for Passenger Shuttles, which has a significant impact on the availability of Shuttles and processing capacity;

• the technical redesign of maintenance on systems with a high impact on performance and quality, focusing on the relevance of maintenance instructions and the implementation of appropriate LSM programmes; and
• the optimisation of key processes such as corrective maintenance, re-profiling and axle replacement, with improvement in the efficiency of human, industrial and IT resources.

e) Projects

In 2013, the Eurotunnel Group pursued its locomotive renovation and power-increase programme for 18 additional units, which will bring the fleet of 7 MW locomotives to 44 in 2014.

Various projects are planned in the short or medium term to further improve System reliability and efficiency, including:

• an overhaul of the maintenance IT system, including implementation of an infrastructure maintenance planning system;
• the replacement of the two main radio systems one handling the transmission of information between trains and the control centre and the other handling radio transmissions throughout the entire Concession – with a GSM-R system based on European standards. To this end, a contract was signed on 15 December 2009 and the launch of the GSM-R service is planned for 2014. The GSM-R project, involving the replacement of the current analogue radio by a digital radio system for track-to-train radio communications, continued during the year, with the aim of launching the service by the end of 2015. The concession radio will also become digital by the end of 2014 for all land, Tunnel and terminal communications; and
• the pilot study for third-generation Truck Shuttles.

6.2.5 MYFERRYLINK MARITIME ACTIVITIES

The Eurotunnel Group's MyFerryLink maritime subsidiaries lease their ships to the SCOP (an operating company outside the Eurotunnel Group) and market the cross-Channel crossings for freight and passenger vehicles.

The Eurotunnel Group has entered into lease agreements with the SCOP which operates the ferries on the Short Straits route. In turn, the Eurotunnel Group, via its subsidiary MyFerryLink SAS, purchases capacity from the SCOP and sells the crossings under the MyFerryLink brand. These contractual relationships are described in chapter 22 of this Registration Document.

The status of these activities as regards the French and British competition authorities is presented in section 20.8 of this Registration Document.

The Berlioz and Rodin ferries can carry from 1,200 to 1,900 passengers and 120 trucks or 700 cars. The freight ferry Nord Pas-de-Calais can transport up to 85 trucks. The three vessels in service make up to 24 crossings a day.

Over the 12 months of trading in 2013, this activity generated revenue of c74 million for the Group, compared with c7 million for the four and a half months of trading in 2012.

i) MyFerryLink maritime freight activity

The Eurotunnel Group considers that the market share of maritime freight transport under the MyFerryLink brand across the Short Straits is as follows:

	2013		2012
	Units( *)	Market share( **) (estimated)	Units( *)	Market share( **)
Accompanied and unaccompanied freight	326,274	9.1%	11,417	0.3%

* Accompanied and unaccompanied freight transported under the MyFerryLink brand.

** The market share percentages are calculated by determining MyFerryLink's share of the total number of units transported on the Short Straits as reported by IRN Services Ltd.

MyFerryLink's share of the cross-Channel Short Straits freight market in 2013 was 9.1%; it reached 9.6% in December 2013, compared with 4.2% in January 2013.

ii) MyFerryLink passenger maritime activity

The Eurotunnel Group considers that the market share of maritime passenger transport under the MyFerryLink brand across the Short Straits is as follows:

	2013		2012
	Vehicles	Market share (estimated)	Vehicles	Market share
Cars( *)	316,811	6.5%	45,908	0.9%
Coaches( **)	721	0.5%	11	N/S

* Number of vehicles transported under the MyFerryLink brand. The market share percentages are calculated by converting the number of vehicles transported into Car Equivalent Units (''CEU'') and determining MyFerryLink's share of the total CEUs transported on the Short Straits as reported by IRN Services Ltd.

** Number of vehicles transported under the MyFerryLink brand. The market share percentages are calculated by determining MyFerryLink's share of the total number of coaches transported on the Short Straits as reported by IRN Services Ltd.

In 2013, MyFerryLink's share of the cross-Channel Short Straits car market was 6.5%.

6.3. ACTIVITIES GROUPED WITHIN EUROPORTE

6.3.1 EUROPORTE'S MAIN MARKETS

a) UK rail freight market

Rail freight is growing and is set to take an even larger share of the UK's freight market in future. The UK rail freight market is valued at circa £900 million with GB Railfreight having a current market share of approximately 12%.

The market operates within the following sectors:

• bulk: coal, construction, petrochemicals, steel and waste,
• intermodal: international and domestic,
• automotive,
• infrastructure: Network Rail/London Underground/rail services.

The volume increase of freight moved by rail between 1993 and 2013 has increased from 21 billion tonne-kms to 156 billion tonne-kms. Rail's share of overland freight movement is 12%, up from 8% in 1993. Approximately 35% of the coal consumed by UK power stations is transported by rail.

Around 30% of rail freight is intermodal container traffic. This number is forecast to grow subject to government grant support.

In the United Kingdom, the sensitivity and behaviour of customers in response to environmental issues is already influencing purchasing criteria and has led companies to pursue or prove their commitment in this field. Thus, for example, two large British supermarket chains, Tesco and Sainsbury's, are making increasing use of rail freight in their supply chains to reduce their carbon footprint.

The environmental advantages of rail freight are clear: 26% of the UK's CO2 emissions come from transport, 90% of this being road transport(3), while rail freight produces three to four times less CO2 per tonne transported than road transport, and up to ten times fewer polluting emissions(4).

⁽³⁾ www.freightonrail.org.uk

⁽⁴⁾ www.freightonrail.org.uk

⁽⁵⁾ www.dft.gov.uk

⁽⁶⁾ www.dft.gov.uk

The UK's three main political parties are in favour of rail for freight distribution, recognising its role as a green alternative to road transport. This support is obvious when we consider the following points:

• promotion of the growth of rail freight 2007 White Paper on rail transport(5) which included the launch of the Strategic Rail Freight Network and supported a doubling in rail freight volumes,
• promotion of the efficiency and capacity of the railway network, as specified in the publication from the Department for Transport in September 2009 entitled: ''Strategic Freight Network: The Longer-Term Vision''(6), and
• the strategic funding of the freight programme: through the Transport Initiatives Fund, the Department for Transport has contributed funding to Network Rail specifically for investments focused on rail freight.

b) French rail freight market

In the first three quarters of 2013, French rail freight volumes reached 25.4 billion t/km, an increase of 2.8% compared to 2012 (24.7 billion t/km). In the same period, Europorte in France transported 1.2 billion t/km, an increase of 10.3% compared with the first three quarters of 2012.

6.3.2 EUROPORTE'S ACTIVITIES IN FRANCE

Europorte was able to consolidate its businesses in France during 2013. Thanks to its denser coverage in France, Europorte is positioned as a growth vehicle for the Group, present across the entire rail freight transport logistical chain, from the collecting and routing on primary and secondary networks (Europorte France) or loading and unloading of wagons on private branch lines on industrial sites (Socorail), to running freight trains in the Channel Tunnel (Europorte Channel) and managing rail infrastructure (ports, private and public/private industrial sites) in France and Belgium. Europorte is developing its various complementary activities concurrently in order to offer its customers complete and customised solutions that meet their expectations in terms of integrated logistical chains and high quality of service.

Europorte's activities in France generated revenues of c110 million during 2013.

a) Europorte France (EPF)

Europorte France is a private rail company that offers its customers a service hauling freight trains throughout the railway network. Every day, EPF carries out main line rail haulage operations 24 hours a day and seven days a week throughout France with connections to neighbouring European countries, in partnership or as an open-access operator, particularly in Belgium where EPF has railway authorisations (licence and certificate).

For its operations, which averaged 210 trains per week in 2013, EPF has a fleet of approximately 70 main line electric and diesel locomotives interoperable with neighbouring European countries. They are used on average by 264 drivers and operators authorised for safety operations on the French railway network and, in some cases, in Belgium.

EPF has designed its operating model based on six key parameters, specifically with a view to serving its private industrial customers:

optimising transport plans based on regular paths,
organisation of the rail businesses through regional hubs (Le Havre, Dunkirk, L erouville, Dijon, Lyon, Marseille, etc.), ´
• guaranteed service through the provision of reliable human and other resources dedicated to traffic,
• regular and punctual delivery of goods,
• safety on customers' private branch lines and on the national railway network, and
• communication on the status of customers' freight traffic.

Europorte transports all types of goods, with the exception of explosive, nuclear and biological materials. Its entire operating system is designed in accordance with the rules on transporting dangerous goods, to maximise the safety of its operations. A major feature of 2013 was the start of large-scale hydrocarbon transportation and the continued development of the grains business from a production centre based around Dijon and the Champagne region of Burgundy, making Europorte the second biggest rail operator in this sector in France.

EPF has sought to diversify the goods it transports and its customers, to balance out the risk of seasonal fluctuations in the volumes transported; revenues from EPF's two largest customers in maritime and land containers, which accounted for 44% of its revenue in 2010, fell to 15% in 2013.

Europorte France also continued to consolidate its rail business along France's north/south corridor through its hubs at L erouville, Dijon ´ Lyon, Fos/Marseille and Toulouse. This allowed it to handle, in partnership with other operators, nearly 44,000 single wagonloads in 2013. Europorte France also developed a complementary range of ''spot'' trains, to meet growing demand from rail freight customers for one-off transport requirements.

b) Socorail

For more than 40 years, Socorail has been providing internal logistical services on industrial sites: wagon handling operations, track maintenance, loading/unloading wagons and trucks, and operations on ships. Socorail's activities cover a range of services to industry, mainly involving dispatch and reception of basic, semi-finished or finished products, and management of rail infrastructure:

• the management of branched terminal installations including reception, handling and dispatch of loaded or unloaded wagons and the associated administrative processing,
• loading or unloading wagons, particularly tank-wagons,
• terminal rail services in port zones and on the French railway network,
• the provision of rail haulage engines on a full-service basis,
• track maintenance,
• traffic management of rail networks at various ports,
• the management of front offices and loading tracks for tank-wagons,
• the operation of the port terminal for an oil refinery, and
• ancillary activities.

Socorail works on 40 industrial sites and the infrastructure of seven ports, including 20 sites classified as SEVESO II in the oil, chemicals, steelmaking, automotive and construction materials sectors. Socorail is MASE and ISO 9001 certified. Present throughout France, Socorail manages wagons, trucks, operations on ships and port infrastructure.

Since 2011, with the integration of Europorte Services, Socorail has developed a service offering for rail infrastructure managers, consisting of traffic management and railway maintenance. Over the last few years, these activities have expanded considerably since Socorail has won all the tenders it has bid for. It now manages the delegated management contracts for the ports of Dunkirk, Nantes Saint Nazaire, Bordeaux, Strasbourg and La Rochelle, in addition to the maintenance contract for the ports of Le Havre and Rouen. In 2013, Socoral continued to expand by offering wagon maintenance services. This new business complements its logistics activities on industrial sites and local services.

For the first time in its history, the delegated port infrastructure management sector is Socorail's main business, accounting for 33% of its 2013 revenue, followed by oil/hydrocarbon refining with 28%. The contributions from chemicals and services to the French railway network and port terminals were 11% and 10%, respectively.

c) Europorte Proximit e (EPP) ´

Europorte Proximit e operates and manages full trains or individual wagons over short distances with reduced traffic, and manages rail ´ infrastructure subcontracted from SNCF or local authorities. EPP operates 80 km of lines around the branch at Gray, in eastern France, where there is also a maintenance workshop for diesel locomotives. EPP maintains its own rolling stock and that of Europorte France.

d) Bourgogne Fret Service

Europorte has set up a local railway operator in partnership with its customer Cerevia (a union of agricultural cooperatives) to offer other customers or train operators a way to collect grain along secondary lines. Bourgogne Fret Services, which began operations in July 2013, is designed to make better use of Europorte's resources while offering Cerevia a logistics system that will allow it to form strategic alliances and grow its zone of influence.

e) Europorte Channel

Europorte Channel provides rail traction services. It uses specialised Class 92 Brush locomotives to haul freight trains between the Tunnel's two terminals at Dollands Moor in the UK (Kent) and Fr ethun in France (Pas-de-Calais). The locomotives are equipped to go ´ through the Tunnel and are certified for the whole of the UK's electrified railway network, including, since the end of 2011, for HS1. Europorte Channel is a key part of Eurotunnel Group's plans to develop cross-Channel rail freight, bringing to this business the same qualities and straightforward service that made the Shuttle a success. Europorte Channel also offers integrated cross-Channel solutions, including hauling trains in the UK:

• Europorte Channel operates a link, three times a week, for the logistics specialist DFDS providing multimodal goods transport through the Tunnel from Daventry (Northamptonshire, UK) to Novara (Piedmont, Italy).

• Since February 2013, Europorte Channel has managed the infrastructure maintenance contract for the rail freight transport service for Network Rail (High Speed) Limited on HS1.
• Since November 2013, Europorte Channel has been responsible for delivering car transport trains to UK depots.

Europorte Channel has provided ground services for all rail freight moving through Fr ethun since 2007. These services include coupling ´ and uncoupling locomotives, shunting, safety checks, management of regulatory documents and monitoring of cross-Channel traffic.

6.3.3 EUROPORTE'S ACTIVITIES IN THE UNITED KINGDOM

GB Railfreight (GBRf) is the United Kingdom's third largest rail freight operator employing some 550 staff and generating turnover of c129 million in 2013. Its activities cover all rail freight service segments, both short and long haul: intermodal combined transport, bulk traffic (including coal), infrastructure equipment, rail industry services, construction materials, petrochemicals and metals, and general commodities.

As a result of the business relationship established with energy suppliers Drax Power and more recently with E-On Energy, GBRf is the first company to transport biomass as an alternative to coal in the United Kingdom. It has also been also a major supplier to the Crossrail project, the suburban rail network of more than 100 km which will serve London and its environs from 2018.

The company has long-term contracts in place for the majority of its customers. During 2013, the company renewed several of its existing contracts, most notably with two major customers, Network Rail and Mediterranean Shipping Company UK. The new Network Rail contract, which runs for five years, brings a significant increase in activity. The company has also secured major new contracts for the transport of aggregates.

The main sectors of GBRf's activity are summarised below:

Bulk transport

Bulk transport services represented 56% of GBRf's revenue in 2013. The transport of coal between ports and power stations represents half of this activity and is complemented by a service transporting biomass. GBRf was the first company in the United Kingdom to transport biomass as an alternative to coal.

Intermodal transport

The transport of containers is the second largest sector of activity for GBRf (21% of revenue) after bulk transport. This sector is largely concentrated on services out of the Port of Felixstowe, the UK's major container port. GBRf is the main rail operator from the port.

This sector is particularly susceptible to the economic environment since it is linked to the level of imports and exports to and from the United Kingdom. The gradual recovery of the UK economy should have a positive effect in this regard. The planned extension to the Port of Felixstowe represents an opportunity to develop GBRf's container services.

Infrastructure services

Infrastructure maintenance activities whereby the company transports equipment to and evacuates waste material from infrastructure construction sites represented 20% of revenue in 2013.

GBRf's long-term strategy is based on differentiating itself from its competitors in terms of quality of service and safety management, and has three main strands:

• Organic growth: The company's strategy is to continue developing its business in the infrastructure modernisation and bulk transport sectors, by building on existing contractual agreements and winning new business. In particular, GBRf is looking to expand its business of transporting biomass and to benefit from the development of this product as an alternative to coal in the UK power generation sector.
• Rolling stock: GBRf continues to invest in new material, and in 2013 launched a programme for the acquisition of 21 new class 66 locomotives in order to support its growth and maintain service quality. The company's growth is also supported by the mutualisation of locomotives between the different Europorte companies.
• GBRf seeks to offer optimal working conditions to its employees, thereby ensuring that it retains the expertise needed to maintain the high level of service quality expected by its customers.

Furthermore, in conjunction with Europorte France, GBRf continues to promote cross-Channel rail freight traffic.

6.4. OTHER ACTIVITIES

6.4.1 EURO CAREX

The Eurotunnel Group is involved in the Euro Carex project via its subsidiary London Carex Limited. Faced with ever stricter environmental constraints and rising fuel prices, Paris CDG, Amsterdam Schipol, Lyon St Exup ery and Liege airports linked up with ´ ` logistics companies including FedEx, TNT and La Poste to try to encourage a transfer of air freight onto the European high-speed railway network. London Carex is part of this umbrella organisation, the Euro Carex Association, tasked with developing the British end of the network. The Carex concept is similar to a cargo aircraft running on rail: high-speed trains that have been modified to carry air freight containers. A full-scale trial was carried out in March 2012 with a Carex TGV carrying parcels from Lyon St-Exup ery to London ´ St Pancras with a stop at Roissy-CDG. The trial proved the concept to the satisfaction of all Carex partners. In 2013, London Carex continued its studies into setting up a branched terminal on HS1 and, under the aegis of Euro Carex, coordinated the drafting of specifications, notably examining the conversion of high-speed passenger wagons that have reached the end of their commercial life into freight wagons, as is the case in the aviation industry.

6.4.2 ELECLINK

Via its subsidiary GET Elec Limited, the Eurotunnel Group joined forces with European venture capital company Star Capital Partners in 2011 to create ElecLink Limited, a joint venture 49% owned by GET SA and 51% by Star Capital. The ElecLink project aims to lay a new electricity interconnector between the French and British grids by running two direct current cables through the Tunnel. The project fits in with the European policy to develop infrastructure between member states and will provide a completely secure way to optimise electricity transmission. In 2013, the construction and operation of the interconnector were approved by National Grid and R eseau de ´ transport d'Electricit e (RTE). On 7 February 2014, the IGC gave its prior approval for the installation of the electricity interconnector for ´ the transmission of energy through the Fixed Link. Various special applications required for the development of the project are being examined by the competent authorities. The project represents an investment as indicated in chapter 5 of this Registration Document.

6.5. DEPENDENCY

Other than the material agreements described in chapter 22 of this Registration Document, the Eurotunnel Group's business activity is not dependent on any industrial, commercial or financial contract. Furthermore, the Eurotunnel Group's business is not dependent on any patent or licence agreement.

ORGANISATIONAL STRUCTURE ● ⁷

7. ORGANISATIONAL STRUCTURE

The Group, of which Groupe Eurotunnel SA (GET SA) is the parent company, is organised around the following three business sectors:

the Fixed Link segment;
the Europorte segment; and
the MyFerryLink maritime segment.

7.1. FIXED LINK

France Manche SA (FM) and The Channel Tunnel Group Limited (CTG) are the Concessionaires of the Tunnel. These two companies, whose shares are twinned, have formed a partnership operating under the Eurotunnel name. FM and CTG are the borrowing entities under the current bank financing agreements.

Eurotunnel Services GIE (ESGIE) and Eurotunnel Services Limited (ESL) employ and manage the personnel of the Eurotunnel Group, essentially for the activities of the Concession. Eurotunnel Trustees Limited is now inactive. The Centre International de Formation Ferroviaire de la C ote d'Opale (CIFFCO), provides professional training services in the rail sector and undertakes any activity leading ˆ directly or indirectly to the development of the business of a provider of professional training.

Eurotunnel SE heads the distribution of Truck Shuttle Service activity.

Eurotunnel Financial Services Limited is authorised by the Financial Services Authority to resell insurance products offered to passengers when they make their reservations. CTG acts as a representative of Eurotunnel Financial Services Limited for these requirements.

Gamond Insurance Company Limited, a subsidiary entirely controlled by CTG, is registered in Guernsey and its sole purpose is to provide the Eurotunnel Group with insurance against acts of terrorism. Gamond Insurance Company Limited takes out reinsurance with Pool Re.

7.2. EUROPORTE

The subsidiaries of the holding company Europorte SAS are as follows:

´ Channel (EPC) • The French subsidiaries of Europorte SAS: Europorte France (EPF), Europorte Proximit e (EPP), Socorail and Europorte
EuroSco, incorporated to optimise management of the rolling stock belonging to the Europorte companies; and
GB Railfreight Limited (GBRf), a freight operator in the United Kingdom.

In January 2013, Europorte SAS registered Bourgogne Fret Services, jointly owned with C erevia. ´ ´

7.3. MARITIME ACTIVITIES

The maritime activity comprises the hiring out of the ship and the marketing of cross-Channel crossings. It is headed by Euro-Transmanche Holding SAS and includes:

• the entities that own the boats (Euro-TransManche, Euro-TransManche 3Be, Euro-TransManche 3NPC);
• MyFerryLink SAS and MyFerryLink Limited which deal with the marketing activities.

Following the acquisition of the ships in early July 2012, business commenced on 20 August 2012.

7.4. OTHER

The corporate purpose of Euro-Immo GET SAS, a subsidiary of Soci et´ ´e Immobili ere et Fonci ere Eurotunnel (SIFE), is the management and development of property assets, and the performance of associated activities.

Eurotunnel Developments Limited and its subsidiary Orbital Park Limited were responsible for the development of all property in the United Kingdom which was not used in connection with the operation of the System. These companies are no longer active.

The Cheriton Resources companies are finance or investment companies, mostly inactive. London Carex Limited is involved in a potential project for the development of rail freight in the United Kingdom, as explained in section 6.4 of this Registration Document.

GET Elec Limited acts as holding company for the Group's stake in the ElecLink project, as indicated in section 6.4.

The transactions to buy floating rate notes described in note Q.2 to the consolidated financial statements in paragraph 20.3.1 of this Registration Document, were carried out by Eurotunnel Agent Services Limited.

7.5. FLOWS BETWEEN THE COMPANIES OF THE GROUP

Various agreements have been entered into between GET SA and its subsidiaries (provision of services and financing) to structure the following operational and financing flows:

Concerning operational flows, GET SA undertakes, on behalf of its subsidiaries, various services which include financing and administrative management or general strategy. The cost of these services is equally shared between FM and CTG, in accordance with article 19 of the Concession Agreement under which the two Concessionaires share equally at cost price, all expenses and all revenues from the Fixed Link for the period during which they operate. GET SA also charges its services to the other operating subsidiaries of the Group (Euro-TransManche Holding SAS and Europorte SAS), as ''management charges'' which correspond to head office charges and services provided for the needs and the development of its subsidiaries.

The financial flows between GET SA and its subsidiaries fall within three categories:

• flows resulting from debts and receivables created under the 2007 financial restructuring of the Group, as governed by the Master Intra group Debt Agreement (MIGDA) as described in chapter 22 hereafter;
• flows relating to the financing of GET SA's activities by the Concessionaires;
• flows put in place in order to finance new businesses.

Specific loans have also been set up for the purposes of financing the business of GET ElecLink Ltd and EASL.

Simplified organisational structure of the Eurotunnel Group

8. PROPERTY, PLANT AND EQUIPMENT

8.1. EUROTUNNEL GROUP'S PROPERTY, PLANT AND EQUIPMENT

On 31 December 2013, the Eurotunnel Group owned or was using the following property, plant, equipment and other moveable assets:

Gross value (d000)	2013	2012
Concession property, plant and equipment
Tunnels	6,549,501	6,549,501
Terminals, and related land and buildings	2,071,725	2,072,245
Fixed equipment and machinery	3,283,923	3,278,892
Rolling stock	2,012,800	2,002,294
Office equipment	108,709	103,010
Assets in the course of construction	52,970	48,152
Other property, plant and equipment
Property, plant and equipment	234,587	226,504
Total	14,314,215	14,280,598

The net book value of property, plant and equipment is set out in note O to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document.

The Eurotunnel Group's Concession property, plant and equipment comprised the land and works required for the operation of the Tunnel pursuant to the Concession Agreement in France and the United Kingdom. It includes the railway infrastructure (tunnels, tracks, fixed equipment, rolling stock, roads, networks etc.), the Passenger and Truck Service terminals and the office buildings in Coquelles and Folkestone, as well as various maintenance buildings and workshops.

In France, all immoveable property, plant and equipment cited in the Concession Agreement is the property of the French State and will revert to it upon expiry of the Concession period in 2086. In the United Kingdom, the government has required CTG to transfer to it the title to freehold land and property acquired for the purpose of construction and operation of the Tunnel and in exchange has granted leases for the duration of the Concession Agreement.

Upon expiry of the Concession Agreement, the interests of CTG and FM (in their capacity as Concessionaires) in all moveable property and intellectual property rights necessary for the operation of the Tunnel pursuant to the Concession Agreement will become, without consideration, the joint property of the two States.

Other property, plant and equipment is principally composed of the rolling stock fleet belonging to Europorte and its subsidiaries and the ferries owned by the Euro-Transmanche companies.

In addition, the Eurotunnel Group owns various plots of land as part of its property development activities, described in chapter 6 of this Registration Document.

Moveable assets owned by the Eurotunnel Group comprised mainly office equipment, IT equipment, vehicles and furniture.

The Eurotunnel Group's budgets do not include the acquisition of any other major item of property, plant and equipment, and the Eurotunnel Group does not intend to make any such acquisitions in the near future, with the exception of the investments described in section 5.2 of this Registration Document.

The security interests in the Eurotunnel Group's fixed and moveable property granted in connection with the Term Loan are described in paragraph 22.4.2 of this Registration Document and in notes V and BB to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

8.2. ENVIRONMENTAL CONSTRAINTS

Environmental constraints are described in chapter 17 of this Registration Document.

9. REVIEW OF FINANCIAL RESULTS

9.1.	SIGNIFICANT FACTORS THAT HAVE OR COULD HAVE A MATERIAL INFLUENCE ON THE GROUP'S OPERATING REVENUE	49
9.2.	COMPARISON OF FINANCIAL YEARS ENDED 31 DECEMBER 2012 AND 31 DECEMBER 2013	49
9.2.1	Summary	49
9.2.2	Fixed Link Concession segment	51
9.2.3	Europorte segment	52
9.2.4	MyFerryLink segment	53
9.2.5	Other income	53
9.2.6	Operating margin (EBITDA)	53
9.2.7	Operating profit (EBIT)	54
9.2.8	Pre-tax profit	54
9.2.9	Net result	54

Pursuant to EC Regulation 1606/2002 of 19 July 2002 on the application of international accounting standards, the consolidated financial statements of GET SA for the financial year ended 31 December 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union at 31 December 2013.

Pursuant to article 28-1 of EC Regulation 809/2004, the comparison of the results of the Eurotunnel Group for the financial years ended 31 December 2011 and 31 December 2012 as found in chapter 9 of the 2011 and 2012 Registration Documents respectively, and the financial statements relating to the years ended 31 December 2011 and 31 December 2012 as found in paragraph 20.3.1 of the 2011 and 2012 Registration Documents respectively, are included by way of reference in this Registration Document.

The following information relating to Groupe Eurotunnel SA's financial situation and consolidated results must be read in conjunction with the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document.

9.1. SIGNIFICANT FACTORS THAT HAVE OR COULD HAVE A MATERIAL INFLUENCE ON THE GROUP'S OPERATING REVENUE

The main factors with an impact on revenue are described in chapters 4 and 6 of this Registration Document.

9.2. COMPARISON OF FINANCIAL YEARS ENDED 31 DECEMBER 2012 AND 31 DECEMBER 2013

In order to enable a better comparison between the two years, the 2012 consolidated income statement presented in this section has been recalculated at the exchange rate used for the 2013 income statement of £1 = c1.187. The 2012 income statement presented in this section has been restated in accordance with the amended IAS 19 (see note GG to the consolidated accounts as set out in paragraph 20.3.1 of this Registration Document).

9.2.1 SUMMARY

In 2013, the Group's consolidated revenues exceeded c1 billion for the first time, increasing by c116 million (12%) compared to 2012, to c1,092 million. Operating costs totalled c643 million, an increase of c86 million, c76 million of which resulted from the new maritime activity MyFerryLink (12 months of operations in 2013 compared to four and a half months in 2012). EBITDA amounted to c449 million, including a c22 million loss for the MyFerryLink segment. Excluding c30 million of insurance indemnities relating to the 2008 fire accounted for in 2012, EBITDA improved by c30 million (7%) compared to 2012, of which c22 million was generated by the Fixed Link, c17 million by Europorte along with a decrease of c9 million for the MyFerryLink segment. Excluding the impact of the insurance indemnities, the operating profit increased by c31 million to c285 million. The Eurotunnel Group's result before tax for the 2013 financial year was a profit of c20 million. Excluding the losses generated by MyFerryLink and the impact of the insurance indemnities, the pre-tax result for the Fixed Link and Europorte segments improved by c39 million.

After taking into account a net tax credit of c81 million arising from the initial recognition of a deferred tax asset, the Group's result after tax for the 2013 financial year was a profit of c101 million.

Free Cash Flow(1) of c129 million was generated in 2013 compared to c133 million in 2012 (which included c30 million of insurance indemnities). At 31 December 2013, the Group held cash balances of c277 million (c256 million at 31 December 2012).

⁽¹⁾ The calculation of Free Cash Flow is shown in section 10.8 of this Registration Document.

●⁹ REVIEW OF FINANCIAL RESULTS

d MILLION	2013	2012 restated(*)	Variance	2012 adjusted(**)
Exchange rate g/£	1.187	1.187		1.23
Fixed Link	779	763	+2%	777
Europorte	239	206	+16%	209
MyFerryLink	74	7		7
Revenue	1,092	976	+12%	993
Other income	–	30		30
Total turnover	1,092	1,006	+9%	1,023
Fixed Link	(327)	(333)	-2%	(338)
Europorte	(220)	(204)	+8%	(206)
MyFerryLink	(96)	(20)		(20)
Operating costs	(643)	(557)	+15%	(564)
Operating margin (EBITDA)	449	449	=	459
Depreciation	(166)	(161)	+3%	(161)
Trading profit	283	288	�2%	298
Other net operating income/(charges)	2	(4)		(4)
Operating profit (EBIT)	285	284	0%	294
Share of result of equity-accounted
companies	(1)	–		–
Net finance costs	(269)	(265)	+2%	(269)
Net other financial income	5	8		7
Pre-tax profit	20	27		32
Income tax expense	81	–		–
Profit for the year	101	27		32

* Restated at the rate of exchange used for the 2013 income statement (£1 = d1.187).

** Adjusted in accordance with the amended IAS 19 (see note GG to the consolidated accounts as set out in paragraph 20.3.1 of this Registration Document).

The evolution of the result before tax and excluding insurance indemnities by segment compared to 2012 is presented below:

d MILLION Improvement/(deterioration) of result	Fixed Link( *)	Europorte	MyFerryLink( **)	Total Group
Pre-tax profit: 2012 restated at the 2013 exchange rate	21	(9)	(15)	(3)
Improvement/(deterioration) of result:
Revenue	+16	+33	+67	+116
Operating expenses	+6	(16)	(76)	(86)
EBITDA	+22	+17	(9)	+30
Depreciation	+2	(1)	(6)	(5)
Trading result	+24	+16	(15)	+25
Other net operating income/(charges)	+4	+1	+1	+6
Operating result (EBIT)	+28	+17	(14)	+31
Net financial charges and other	(5)	(1)	(2)	(8)
Total changes	+23	+16	(16)	+23
Pre-tax profit for 2013	44	7	(31)	20

* Excluding insurance indemnities for operating losses resulting from the fire in 2008 (d30 million in 2012).

** MyFerryLink began operations on 20 August 2012.

9.2.2 FIXED LINK CONCESSION SEGMENT

The Group's core business is the Channel Tunnel Fixed Link Concession which operates and directly markets its Shuttle Services and also manages the circulation of High-Speed Passenger Trains (Eurostar) and the Train Operators' Rail Freight Services through its Railway Network. This segment also includes the Group's corporate services.

d MILLION	2013	2012( *)	Variance
Exchange rate g/£	1.187	1.187
Shuttle Services	477	470	+2%
Railway Network	289	280	+3%
Other revenue	13	13	+2%
Revenue	779	763	+2%
External operating costs	(182)	(184)	-3%
Employee benefits expense	(145)	(149)	-2%
Operating costs	(327)	(333)	-2%
Operating margin (EBITDA)	452	430	+5%
EBITDA( *) /revenue	58.0%	56.2%	1.8pts

* Excluding insurance indemnities for operating losses resulting from the fire in 2008 (d30 million in 2012).

a) Fixed Link Concession revenues

Revenue generated by this segment, which in 2013 represented 71% of the Group's total revenue, increased by 2% compared to 2012, to c779 million.

i) Shuttle Services

Traffic (number of vehicles)	2013	2012	Change
Truck Shuttle	1,362,849	1,464,880	-7%
Passenger Shuttle:
Cars( *)	2,481,167	2,424,342	+2%
Coaches	64,507	58,966	+9%

* Includes motorcycles, vehicles with trailers, caravans and camper vans.

Shuttle Services' revenue for 2013 amounted to c477 million, up 2% (c7 million) compared to the previous year.

Truck Shuttle

The cross-Channel Short Straits truck market continued to grow in 2013, up by an estimated 4.7% compared to 2012, but nevertheless remained some 5% below 2007 (before the economic crisis).

In 2012, Truck Shuttle traffic benefitted from the demise of the historic operator SeaFrance as well as from a large part of the additional traffic generated by the London Olympic Games. In 2013, the number of trucks transported by Shuttles decreased by 7%, but at 38.6% in 2013, the Truck Shuttle's market share remains above the average market share recorded before 2012.

Passenger Shuttle

The cross-Channel Short Straits car market returned to growth in 2013 (estimated at 2.8%). The number of cars transported by the Passenger Shuttles increased by 2% in 2013 compared to 2012 and the car activity's market share remained stable at 51%.

The cross-Channel Short Straits coach market recorded strong growth compared to 2012 (estimated at 8%) and the Fixed Link's coach market share increased by 0.5 points to 41.6%. The Passenger Shuttle's coach traffic increased by 9% in 2013, boosted by the new scheduled services launched in the second half of 2012.

●⁹ REVIEW OF FINANCIAL RESULTS

ii) Railway Network

Traffic	2013	2012	Change
High-Speed Passenger Trains (Eurostar):
Passengers( *)	10,132,691	9,911,649	+2%
Train Operators' Rail Freight Services( **) :
Number of tonnes	1,363,834	1,227,139	+11%
Number of trains	2,547	2,325	+10%

* Only passengers travelling through the Channel Tunnel are included in this table, excluding those who travel between Paris-Calais and Brussels-Lille.

** Rail freight services by train operators (DB Schenker on behalf of BRB, the SNCF and its subsidiaries, and Europorte) using the Tunnel.

The Eurotunnel Group earned revenues of c289 million in 2013 from the use of its Railway Network by Eurostar's High-Speed Passenger Trains and by the Train Operators' Rail Freight Services, an increase of 3% compared to 2012.

In 2013, the number of Eurostar passengers using the Tunnel increased by 2% compared to 2012 and passed the symbolic milestone of 10 million passengers in a year for the first time, thanks to strong demand in the leisure market.

In order to generate addition cross-Channel rail freight, Eurotunnel announced on 30 May 2013 the ETICA scheme (Eurotunnel Incentive for Capacity Additions) which provides financial assistance to railway undertakings who start up new rail freight services using the Tunnel, aiming to support their initial investment costs.

The number of rail freight trains increased by 10%, mainly due to an increase in steel transport, an upturn in certain intermodal traffic and, at the end of the year, the new services generated by ETICA.

b) Fixed Link Concession operating costs

The Fixed Link segment's operating costs amounted to c327 million in 2013, a decrease of 2% compared to 2012. Excluding non-recurring items, charges remained stable.

9.2.3 EUROPORTE SEGMENT

The Europorte segment covers the entire rail freight transport logistical chain in France and the UK. It includes GBRf in the UK, and Europorte France, Socorail, Europorte Proximit e and Europorte Channel. ´

d MILLION	2013	2012	Variance
Exchange rate g/£	1.187	1.187
Revenue	239	206	+16%
External operating costs	(135)	(128)	+6%
Employee benefits expense	(85)	(76)	+11%
Operating costs	(220)	(204)	+8%
Operating margin (EBITDA)	19	2	+c17m

a) Europorte revenues

The increase of c33 million in Europorte's revenues (16%) has been generated by new contracts started in 2013 and in the second half of 2012, as well as by an increase in volumes on some existing contracts.

b) Europorte operating costs

In the context of the growth in activity levels, the increase in operating expenses has been limited to 8% in the year reflecting the impact of measures to improve productivity that began in 2011 and which have been demonstrating their effectiveness since the second half of 2012 as well as the effect of lower start-up costs for new contracts.

Europorte's operating margin improved significantly compared to 2012, with a positive EBITDA of c19 million, up c17 million.

9.2.4 MYFERRYLINK SEGMENT

The Eurotunnel Group's maritime subsidiaries ''MyFerryLink'' lease their ships to the SCOP (an operating company outside the Eurotunnel Group) and market the cross-Channel crossings for freight and tourist vehicles.

The Eurotunnel Group's maritime activity began on 20 August 2012 with two of the ferries (the Rodin and the Berlioz). Since February 2013, all three of the ferries have been in operation on the Short Straits (including the Nord Pas-de-Calais).

d MILLION	2013	2012
Revenue	74	7
Operating costs	(96)	(20)
Operating margin (EBITDA)	(22)	(13)

a) MyFerryLink revenues

Traffic	2013	2012
Freight	326,274	11,417
Cars( *)	316,811	45,908
Coaches	721	11

* Includes motorcycles, vehicles with trailers, caravans and camper vans.

The segment generated revenues of c74 million in 2013 compared to c7 million in the four and a half months of operations in 2012.

MyFerryLink's share of the cross-Channel Short Straits freight market in 2013 was 9%; it reached 9.6% in December 2013 compared to 4.2% in January 2013. For the car activity, market share was 6.5% for 2013.

b) MyFerryLink operating costs

Operating costs of c96 million for the year mainly comprise the purchase of ferry crossings from the SCOP as well as commercial and administrative costs.

9.2.5 OTHER INCOME

In 2012, other income of c30 million related to cash received in the year for the final settlement of insurance indemnities arising from the fire in 2008.

9.2.6 OPERATING MARGIN (EBITDA)

EBITDA by business segment (excluding other income) evolved as follows:

d MILLION	Fixed Link( *)	Europorte	MyFerryLink	Total Group
EBITDA( *) 2012	430	2	(13)	419
Improvement/(deterioration):
Revenue	+16	+33	+67	+116
Operating costs	+6	(16)	(76)	(86)
Total	+22	+17	(9)	+30
EBITDA 2013	452	19	(22)	449

* Excluding insurance indemnities for operating losses following the fire in 2008 (d30 million in 2012).

● ⁹ REVIEW OF FINANCIAL RESULTS

At c449 million in 2013, the Group's operating margin improved by c30 million compared to 2012 excluding insurance indemnities in 2012; c22 million of this increase was generated by the Fixed Link segment and c17 million by Europorte, whilst MyFerryLink's EBITDA reduced by c9 million.

9.2.7 OPERATING PROFIT (EBIT)

Depreciation charges increased by c5 million to c166 million in 2013, mainly as a result of the new maritime activity.

The operating profit in 2013 amounted to c285 million, an improvement of c31 million compared to 2012 (excluding the c30 million of insurance indemnities relating to the 2008 fire).

9.2.8 PRE-TAX PROFIT

At c269 million in 2013, net finance costs increased by c4 million compared to 2012 at a constant exchange rate, as a consequence of the additional 2% margin on tranche C of the debt since July 2012, partially compensated by the decrease in inflation rates and the resulting effect on the nominal value of the index-linked tranche of the debt.

In 2013, ''net other financial income'' included interest receivable on the floating rate notes of c7 million (2012: c6 million).

The Eurotunnel Group's consolidated result before tax for the 2013 financial year was a profit of c20 million.

9.2.9 NET RESULT

Given its earnings outlook and its significant accumulated tax losses, the Group has accounted for a credit of c83 million in its 2013 income statement in relation to a net deferred tax asset. This credit consists of the initial recognition of a c70 million net deferred tax asset arising from temporary differences and the activation of c13 million of carryforward tax deficits reflecting those losses which are expected to be utilised in the next three years. At 31 December 2013, unrecognised deferred tax assets amounted to c1,554 million. See note L to the consolidated accounts as set out in paragraph 20.3.1 of this Registration Document for further details.

In 2013, income tax expense also includes a charge of c2 million for tax on dividends (3% of the c65 million dividend paid in 2013).

The consolidated result after tax for the Eurotunnel Group for the 2013 financial year was a profit of c101 million.

10. CASH FLOW AND SHARE CAPITAL

10.1.	INFORMATION CONCERNING THE EUROTUNNEL GROUP'S SHARE CAPITAL	56
10.2.	CASH FLOWS IN 2013 AND 2012	56
10.3.	BORROWING CONDITIONS AND FINANCING STRUCTURE OF THE EUROTUNNEL GROUP	57
10.4.	RESTRICTIONS ON THE USE OF CAPITAL RESOURCES	57
10.5.	SOURCES OF FUNDS FOR FUTURE INVESTMENTS	57
10.6.	DEBT SERVICE COVER RATIOS	57
10.7.	LONG TERM DEBT TO ASSET RATIO	58
10.8.	FREE CASH FLOW	58

10.1. INFORMATION CONCERNING THE EUROTUNNEL GROUP'S SHARE CAPITAL

Information concerning the Eurotunnel Group's share capital is set out in note R of GET SA's consolidated financial statements contained in paragraph 20.3.1 of this Registration Document.

In 2007, the Moody's credit rating agency assigned a rating of Baa2 to GET SA which remains in effect at the date of this Registration Document.

10.2. CASH FLOWS IN 2013 AND 2012

d MILLION	Year ended 31 December 2013	Year ended 31 December 2012
Exchange rate g/£	1.199	1.225
Net cash inflow from trading	459	459
Other operating cash flows and taxation	(6)	2
Net cash inflow from operating activities	453	461
Net cash outflow from investing activities	(49)	(183)
Net cash outflow from financing activities	(380)	(301)
Increase/(decrease) in cash in year	24	(23)

In total, the net cash inflow in 2013 was c24 million, compared to a net cash outflow of c23 million in 2012, an improvement of c47 million.

a) Cash flow from operating activities

Net cash inflow from operating activities remained stable in 2013 compared to 2012 at c459 million. After net other operating payments and taxation of c6 million in 2013, the net cash inflow from operating activities decreased by c8 million to c453 million. This is explained mainly by:

• a net increase of c14 million for the Fixed Link activity (increase of c20 million in receipts and c6 million in operating costs),
• the absence of c30 million of insurance indemnities received in 2012 in respect of the fire in 2008,
• a net increase of c20 million in Europorte's operating cash flows, and
• a net operating cash out flow from the MyFerryLink segment's activity in 2013 of c17 million in 2013 compared to the net cash out flow of c21 million for the start up of the business and the four and a half months of operations in 2012.

b) Cash flow from investing activities

Net cash flow from investing activities decreased from c183 million in 2012 to c49 million in 2013. In 2012, net cash flows from investing activities included payments of c74 million for the acquisition of certain assets from the ex-SeaFrance group and the cost of the rehabilitation of the three ferries and c51 million for the acquisition of new locomotives for Europorte.

The net cash flow from investing activities of c49 million in 2013 included:

• c37 million relating to the Fixed Link (2012: c59 million) of which c10 million was spent on the project to install the GSM-R (digital radio communication) system and c5 million on the renovation and power upgrade of locomotives,
• net payments of c3 million for Europorte, the investment in the multi-year programme to acquire new locomotives for Europorte in France and GBRf having been financed by sale and lease back transactions,
• payments of c6 million for the MyFerryLink segment mainly in relation to the rehabilitation of the ferries,
• net payments of c5 million relating to the Group's investment in ElecLink Limited, a joint venture 49%-owned by GET SA, which was established to build and operate a new electricity interconnector between the French and British national grids by running two direct current cables through the Tunnel, and
• c2 million received in respect of sales of fixed assets.

CASH FLOW AND SHARE CAPITAL ●¹⁰

c) Cash flow from financing activities

Net cash outflow from financing activities in 2013 amounted to c380 million compared to c301 million in 2012. During 2013, it comprised mainly:

• c241 million of interest paid on the Term Loan and associated hedging transactions (2012: c228 million); the increase results from the application of the 2% step-up on the margin applicable to the tranche C debt since 28 June 2012,
• c46 million paid in respect of the first scheduled repayments on the Term Loan,
• c35 million paid under the share buy back programme (2012: c44 million),
• c65 million paid in dividends (2012: c44 million),
• interest received totalling c8 million of which c6 million was in respect of the floating rate notes owned by the Group (2012: c9 million of which c6 million was in respect of the floating rate notes).

10.3. BORROWING CONDITIONS AND FINANCING STRUCTURE OF THE EUROTUNNEL GROUP

The financing structure of the Eurotunnel Group is set out in section 22.4 of this Registration Document.

10.4. RESTRICTIONS ON THE USE OF CAPITAL RESOURCES

The restrictions resulting from the financial covenants provided in the Term Loan are described in section 22.4 of this Registration Document.

10.5. SOURCES OF FUNDS FOR FUTURE INVESTMENTS

Significant future investments for the Fixed Link are expected to be self-funded. Acquisition of rolling stock for Europorte may be funded by external loans or sale and leaseback operations.

10.6. DEBT SERVICE COVER RATIOS

Pursuant to the terms of the Term Loan, the Eurotunnel Group is required to meet the following financial covenants:

• At each half-year closure, the debt service cover ratio may not be less than 1.10. For the purposes of this test, the ratio is calculated, on a rolling 12 month period, on a consolidated basis taking into account (i) as regards the calculation of available cash flow for the servicing of debt, the borrowers and guarantors in connection with the Senior Facilities, and (ii) as regards the calculation of debt servicing, the Eurotunnel Group. Failure to meet this financial covenant amounts to one of the events of default and accelerated payment as described in note V of the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document.
• At each six-monthly test date after 31 December 2007, the ratio of operating cash flow to the total synthetic debt service on the Term Loan may not be less than 1.25. For the purposes of this test, the ratio is calculated taking into account the hypothetical amortisation on the Term Loan and on the basis of a rolling 12 month period prior to the date of the test. Failure to meet this ratio on a six-monthly testing date would lead to restrictions on the use of the Group's excess available cash flow on the date of the next interest payment on the Term Loan until such time as the test is met once again. These restrictions include, in particular, the ability of the Eurotunnel Group to pay dividends and to finance new activities. Failure to meet this test on three consecutive six monthly testing dates would trigger a prepayment event, under which the Group's excess available cash flow would have to be used towards prepayment of the Term Loan until the testing date on which the ratio is met once again.

The debt service cover ratio and the synthetic service cover ratio for Groupe Eurotunnel SA at 31 December 2013 were 1.63 and 1.73 respectively, and thus the financial covenants for the period were respected.

●¹⁰ CASH FLOW AND SHARE CAPITAL

10.7. LONG TERM DEBT TO ASSET RATIO

The Group defines its Long Term Debt to Asset Ratio as the ratio between long-term financial liabilities less the value of the floating rate notes held by the Group as a percentage of tangible fixed assets. At 31 December 2013, the ratio was 57.3% compared to 56.3% at 31 December 2012 (restated at the exchange rate at 31 December 2013).

		31 December 2013	31 December 2012
d MILLION			restated	published
Exchange rate c/£		1.199	1.199	1.225
Long-term financial liabilities	A	3,890	3,893	3,934
Other financial assets: floating rate notes	B	151	151	152
Long-term financial liabilities less other financial assets	A-B=C	3,739	3,742	3,782
Tangible fixed assets: property, plant and equipment( *)	D	6,529	6,647	6,648
Long-Term Debt to Asset Ratio	C/D	57.3%	56.3%	56.9%

* Concession fixed assets are converted using historic exchange rates.

10.8. FREE CASH FLOW

The Group defines its Free Cash Flow as net cash flow from operating activities less net cash flow from investing activities (excluding the initial investment in new activities and the acquisition of shareholdings in subsidiary undertakings) and net cash flow from financing activities relating to debt service plus interest received (on Cash and cash equivalents and other financial assets).

The Group's Free Cash Flow in 2013 remained relatively stable compared to 2012 at c129 million, the increase in interest paid and the first scheduled debt repayments having been compensated by the decrease in investments (see paragraph 10.2 above for more details).

d MILLION	31 December 2013	31 December 2012
Exchange rate c/£	1.199	1.225
Net cash inflow from operating activities	453	461
Net cash outflow from investing activities	(49)	(183)
Adjustment for investment in subsidiary undertakings	–	1
Adjustment for the acquisition and rehabilitation of the maritime assets	6	74
Interest paid on loans and hedging instruments	(242)	(229)
Scheduled debt repayments	(47)	–
Interest received	8	9
Free Cash Flow	129	133

11. RESEARCH AND DEVELOPMENT, TRADEMARKS, PATENTS AND LICENCES

11.1. RESEARCH AND DEVELOPMENT

The high traffic volumes in the System have led the Eurotunnel Group to focus its research and development strategy on the investigation of materials, designs, tools and systems with the potential to extend the life of tracks both in and out of the tunnels.

Moreover, in order to deal with issues specific to it, the Eurotunnel Group has mobilised its own resources and those of external partners for the purposes of research and development in order to make fresh improvements and solve the technical uncertainties and stumbling blocks in connection with operations outside standard criteria. A number of innovative projects were carried out, such as the installation of catenary infrastructure and automation systems that allow catenaries to be turned off at the loading platforms without affecting Shuttle operations, the reinforcement of the floors and chassis of Truck Shuttles and a design study for a new generation of Truck Shuttles.

The Group is also a founding member of the Railenium Scientific Cooperation Foundation's board of directors. Railenium is an Institute for Technological Research in the rail industry, selected within the framework of France's economic stimulus plan (''le Grand Emprunt''). It is composed of a Scientific Cooperation Foundation and a test centre. Railenium's mission is to provide a platform for rail infrastructure R&D, testing, engineering and training. The Foundation pools the work of research bodies and companies to develop research and development programmes in the field of rail infrastructure and systems, which may go as far as industrial prototyping. The Institute's partners include seven research and training organisations, fifteen industrial companies involved in construction, services and engineering, and three infrastructure operators (RFF, SNCF and the Eurotunnel Group).

The Eurotunnel Group wishes to develop standard rail traffic between continental Europe and the United Kingdom, which means avoiding the use of Class 92 locomotives. The Group carried out tests with Siemens' new generation Vectron locomotives, on the night of 25 to 26 January 2013, to check compatibility with systems and safety standards in the Tunnel. A locomotive in standard configuration was put through traction, braking and pantograph tests while hauling wagons with a total weight of 1,350 tonnes. The Eurotunnel Group had previously carried out similar trials in September 2012 with Alstom's new generation Prima II locomotives.

11.2. TRADEMARKS, PATENTS AND LICENCES

11.2.1 TRADEMARKS AND DOMAIN NAMES

The Eurotunnel Group's main trademarks are the nominative, figurative and semi-figurative trademarks that protect the ''Eurotunnel'' name and the design of the logo. The other trademarks used are registered mainly to protect the corporate names of the Eurotunnel Group companies, particularly ''France Manche'', ''Europorte'' or ''MyFerryLink'', and certain brand names, such as ''Le Shuttle''.

At the date of this Registration Document, the Eurotunnel Group also owns approximately 380 domain names, including ''eurotunnel.com''.

11.2.2 PATENTS

The Eurotunnel Group has also filed for patents relating to specific aspects of its business.

At the date of this Registration Document, three systems, including that relating to the SAFE stations, are the subject of patents in force filed by FM. Europorte's patent application for a system for transferring sand to train sandboxes was published on 22 November 2013.

11.2.3 LICENCES

The Eurotunnel Group has no licence granted by a third party allowing it to use a third party's trademark. It has granted a non-exclusive licence to use the trademark ''Autoconvergent maintenance system for complex high-volume equipment''.

12. INFORMATION ON TRENDS

For several years now, the Eurotunnel Group has been pursuing a development strategy based on creating value over the long term. This theme, based on a series of plans to improve competitiveness, draws on the Group's key strengths:

• unique know-how as a rail infrastructure manager, a source of great credibility with its partners;
• a continuously improving service offering;
• an economic model with robust fundamentals.

In 2014, the Eurotunnel Group will strive to strengthen its alternative sources of growth, while also reaffirming the priority given to safety and service quality. The Eurotunnel Group will endeavour to improve its competitiveness by continuing to adapt its activities and seeking to improve its operational efficiency.

Improving competitiveness requires investment, which is a key lever of differentiation in relation to competitors. Moreover, in a context of intense competition between operators and depressed economic conditions, service quality remains a crucial distinguishing factor. Therefore, the Eurotunnel Group plans to make substantial investments, more specifically in the terminals and rolling stock with the aim of supporting performance in the long term, to increase EBITDA-generating capacity and operational cash flow.

Thus, for the Fixed Link, in order to transport over ten million customers a year in the best possible conditions of comfort while also optimising journey times, the Eurotunnel Group will step up its efforts to improve its organisation and facilities:

• As has been done for the Victor Hugo terminal in Folkestone, the Charles Dickens passenger terminal building in Coquelles will be refurbished to the best international airport standards, to accommodate customers in a pleasant setting.
• To support the growth in freight traffic and increase the number of departures per hour, the capacity of the terminals will be expanded. The Terminal 2015 project, which will kick off in 2014, will include the construction in Coquelles of a secure parking area as well as the creation of additional toll lanes and check-in access lanes at the Coquelles and Folkestone terminals.
• Renewal of the rolling stock is continuing at a steady pace. Focus areas for 2014 include a campaign to renew and modernise the club car wagons for truck drivers, and continuation of the preparatory work for the acquisition of new Truck Shuttles with aerodynamic studies and other tests.
• Improving competitiveness also requires innovation. The Eurotunnel Group plans to continue its modernisation drive and adopt state-of-the-art technology, equipping the Concession with the necessary infrastructure and tools for the next twenty years (GSMP in the North tunnel, real-time information tools) by 2015.

A leading logistics and rail-services operator, Europorte differentiates itself through service quality. Europorte has implemented major continuous improvement actions, including the optimisation of processes for the manufacture and reliability of its equipment. After years of strong growth, Europorte plans to continue improving its competitiveness by optimising use of its human, technical and financial resources.

MyFerryLink is now positioned in the Short Straits market in line with the Group's expectations, as a challenger with two powerful competitors. MyFerryLink's future is however dependant on the UK Competition Commission's final decision in respect of its services from the port of Dover, which is expected in May 2014.

Based on the anticipated increase in the Group's business coupled with implementation of its investment policy, the Group has set itself the following financial goal for 2014: an EBITDA of c460 million for 2014 and of more than c500 million for 2015.

This goal is based on data, assumptions and estimates which are considered to be reasonable, although they may change or be modified due to uncertainties linked to the economic, financial, competitive and regulatory environment. In addition, the materialisation of certain risks described in Chapter 4 ''Risk factors'' of this Registration Document would have an impact on the Group's activities and ability to achieve its objectives. Moreover, the achievement of targets supposes successful implementation of the strategy presented in Chapter 6 ''Activity'' of this Registration Document. Consequently, the Eurotunnel Group makes no commitments or guarantees regarding achievement of the targets, and the forward-looking information contained in this chapter should not be used to establish results forecasts.

13. FORECASTS

The Group does not publish forecasts.

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND ●¹⁴ GENERAL MANAGEMENT

14. BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT

14.1.	BOARD OF DIRECTORS	64
14.2.	COMPOSITION OF THE COMMITTEES OF THE BOARD OF DIRECTORS	72
14.3.	GENERAL MANAGEMENT	72
14.4.	CONFLICTS OF INTEREST WITHIN THE BOARD OF DIRECTORS, THE MANAGEMENT AND SUPERVISORY BOARDS AND IN GENERAL MANAGEMENT	74
14.5.	DIRECTORS' INTERESTS IN GET SA'S SHARE CAPITAL AS AT THE DATE OF THIS REGISTRATION DOCUMENT	75
14.6.	STATEMENTS REGARDING DIRECTORS AND OFFICERS	75
14.7.	CONCESSION COORDINATION COMMITTEE	75

14.1. BOARD OF DIRECTORS

As at the date of this Registration Document, the members of the board of directors of GET SA are as follows:

Name	Position	Gender	Nationality	Date of Appointment	Date term expires
Jacques Gounon	Chairman and Chief Executive Officer	M	French	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013
Philippe Camu	Director	M	Belgian	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013
Patricia Hewitt	Director	F	Australian	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013
Peter Levene	Director	M	British	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015
Colette Lewiner	Director	F	French	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015
Colette Neuville	Director	F	French	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015
Perrette Rey	Director	F	French	20 March 2013	General meeting called to approve the financial statements for the year ending 31 December 2015
Robert Rochefort	Director	M	French	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013
Jean-Pierre Trotignon	Director	M	French	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015
Philippe Vasseur	Director	M	French	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013
Tim Yeo	Director	M	British	26 May 2010	General meeting called to approve the financial statements for the year ending 31 December 2013

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND ●¹⁴ GENERAL MANAGEMENT

The table below sets out the appointments held by members of the board of directors of GET SA in French and foreign listed companies outside of the Eurotunnel Group, as at the date of this Registration Document.

Name	Office	Company	Listed on
Jacques Gounon	Director, Chairman of the audit committee	´ Aeroports de Paris	Euronext Paris
Philippe Camu	Partner-Managing Director	The Goldman Sachs Group, Inc	New York Stock Exchange
Patricia Hewitt	Senior Independent Director	BT Group plc	London Stock Exchange
Peter Levene	Director	China Construction Bank (Asia) Corporation Limited	Shanghai
Colette Lewiner	Director	Bouygues/Colas	Euronext Paris
	Director	Nexans (S.A.)	Euronext Paris
	Director	Crompton Greaves	Mumbai
	Director	TGS Nopec Geophysical Company (ASA)	Oslo Borse ¨
	Director	Lafarge (S.A.)(1)	Euronext Paris
Colette Neuville	Director	ATOS	Euronext Paris
Perrette Rey	None	None	None
Robert Rochefort	None	None	None
Jean-Pierre Trotignon	None	None	None
Philippe Vasseur	Director	CIC	Euronext Paris
	Director	Bonduelle SA	Euronext Paris
Tim Yeo	Chairman of the board of directors	AFC Energy PLC	AIM London

⁽¹⁾ End of term: 7 May 2014

●¹⁴ BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT

The table below lists the companies outside the Eurotunnel Group in which members of the board of directors of GET SA have held office (other than in private asset management structures) as a member of a board of directors, or management or supervisory board, or in which they have been a partner with unlimited liability during the last five years, and the companies in which they still hold a position of this nature, as at the date of this Registration Document.

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Jacques Gounon	Director, chairman of the audit committee	A eroports de Paris ´	2008 to date
Philippe Camu	Partner Managing Director	The Goldman Sachs Group, Inc	2010 to date
	Member of the Investment Committee	Goldman Sachs Infrastructure Partners, the Goldman Sachs infrastructure investment fund (GSIP)	2006 to date
	Director	Associated British Ports Holdings Limited	2006 to date
	Member of the remuneration committee	Associated British Ports	2006 to date
	Director	ABP Subholdings UK Ltd	2006 to date
	Director	ABP Acquisitions UK Ltd	2006 to date
	Director	ABP Bonds UK Ltd	2006 to date
	Director	ABP Mezzanine Holdco UK Ltd	2006 to date
	Alternate Director	ABP Finance Plc	2011 to date
	Director	ABPA Holdings Ltd	2011 to date
	Director	Redexis Gas S.L (formerly Endesas Gas T&D)	2010 to date
	Director	Distribuidora Regional del Gas, S.A.U.	2010 to 2014
	Director	Redexis Gas Distribuci on (formerly Endesa ´ Gas Distribuci on, S.A.U.) ´	2010 to 2014
	Director	Redexis Gas Transporte (formerly Endesa Gas Transportista, S.L.U.)	2010 to 2014
	Director	Redexis Gas Baleares SA (formerly GESA Gas, S.A.U.	2010 to 2014
	Director	Transportista Regional de Gas, S.A.	2010 to 2014
	Director	LNi Group Oy	2012
	Director	LNi Verkko	2012
	Director	Sintonia SA	Until 2009
Patricia Hewitt	Senior Independent Director	BT Group plc	2008 to date
	Chair	UK India Business Council (UKIBC)	2009 to date
	Chair	UK India Business Council India (Pvt) Ltd	2013 to date
	Chair	Katha Children's Trust	2010 to date
	Member of the Asia-Pacific Advisory Committee	Barclays Group plc	2009 to 2012
Peter Levene	Chairman of the board	General Dynamics UK Limited	2001 to date
	Director	Haymarket Group Ltd	2006 to date
	Vice Chairman of the board	Starr International Company, Inc.	2011 to date
	Chairman of the board	Starr Underwriting Agents Ltd	2011 to date
	Director	China Construction Bank (Asia) Corporation Limited	2013 to date
	Chairman of the board	Tikehau Investments Limited	2013 to date
	Director	China Construction Bank	1997 to 2012
	Chairman	NBNK Investments plc	2010 to 2012
	Director	Total SA	2005 to 2011
	Chairman	Lloyd's	2002 to 2011

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT ●¹⁴

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Colette Lewiner	Independent Director, chairwoman of the remuneration committee	Bouygues (S.A.)	2010 to date
	Independent Director, member of the strategic committee	Nexans (S.A.)	2004 to date
	Director	Colas (S.A.)	2011 to date
	Independent Director, member of the audit committee	TGS Nopec Geophysical Company (ASA) – Norway	2006 to date
	Director, member of the strategy and sustainable development committee	Lafarge (S.A.)(1)	2010 to 2014
	Chair of the board of directors	TDF (SAS)	2010 to date
	Independent Director, member of the remuneration and appointment committee	Crompton Greaves	2013 to date
	Independent Director	La Poste (S.A.)	2005 to 2011
Colette Neuville	Founder and chair	´ Association de D efense des Actionnaires Minoritaires (ADAM)	1991 to date
	Director	Faider (Federation of Independent Defence Associations for Retirement Savers)	2008 to date
	Director	ATOS	2012 to date
	Member of the supervisory board	ATOS	2008 to 2009
	Censeur	ATOS	2010 to 2012
	Member of the governing body	Ecole de droit et management, Paris II-Assas	2009 to date
	Director	ARCAF (Defense Association for Public Servant Retirement Savers)	2011 to date
	Director	Euroshareholders	2006 to 2007
	Director	Vie financi ere `	2005 to 2007
Perrette Rey	None	None	None
Robert Rochefort	Chief Executive	CREDOC	1995 to 2009
	Director	BNP Paribas Personal Finance (CETELEM)	2003 to date
	Director	French Red Cross	2006 to 2009
Jean-Pierre Trotignon	Member of the supervisory board	Plastic Omnium Environnement SAS (extension of scope of Compagnie Signature SAS)	2000 to date
	Director	BG Bonnard et Gardel Holding SA (Switzerland)	2011 to date
	Deputy chief executive officer	Groupe Eurotunnel SA	2008 to 2009

⁽¹⁾ End of term: 7 May 2014

●¹⁴ BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Philippe Vasseur	Chairman of the supervisory board	Banque Commerciale du March e Nord ´ Europe	2000 to date
	Director	Bonduelle SAS	2008 to date
	Chairman of the board of directors	Caisse de Cr edit Mutuel Lille Libert ´ e ´ (soci et ´ e coop ´ erative de cr ´ edit ´ a capital ` variable)	2005 to date
	Chairman of the board of directors	Caisse F ed ´ erale du Cr ´ edit Mutuel Nord ´ Europe (soci et ´ e anonyme coop ´ erative) ´	2000 to date
	Director	´ Caisse Solidaire du Cr edit Mutuel Nord Europe (soci et ´ e coop ´ erative de cr ´ edit ´ a ` capital variable)	2005 to date
	Director	CIC SA	2001 to date
	Permanent representative – CFCMNE (Director)	Groupe des Assurances du Cr edit Mutuel ´	2005 to date
	Chairman of the board of directors	Chamber of industry and commerce of the Nord-Pas-de-Calais Region (public body)	2011 to date
	Chairman of the supervisory board	Groupe La Fran ¸caise	2006 to date
	Director	Holder SAS	2005 to 2013
	Permanent Representative – CFCMNE (Censeur)	LOSC Lille M etropole ´	2005 to date
	Chairman of the supervisory board	Nord Europe Assurances SA	2006 to date
	Director	Nord Europe Partenariat	2009 to date
	Chairman of the board of directors	Soci et ´ e de D ´ eveloppement R ´ egional de ´ Normandie	2001 to date
	Director	BKCP (SCRL) (Belgium)	2001 to date
	Director	BKCP Securities (SA) (Belgium)	2005 to 2013
	Chairman of the board of directors	Cr edit Mutuel Nord Europe Belgium (SA) ´ (Belgium)	2000 to date
	Director	Cr edit Professionnel SA (Belgium) ´	2000 to date
	Member of the supervisory board	La Fran ¸caise AM Private Bank (SA) (Luxembourg)	2011 to date
	Permanent representative – CMNE Belgium	Mobilease (SA) (Belgium)	2009 to date
	Vice-chairman of the board of directors	Beobank (formely Citibank Belgium SA)	2012 to date
	Chairman of the supervisory board	CMNE France	1999 to 2007
	Permanent representative – CMNE Belgium (director)	BKCP (SCRL)	2007 to 2009
	Director	BKCP Noord (SCRL)	2006 to 2009
	Permanent Representative – CMNE Belgium (Director)	BKCP Noord (SCRL)	2006 to 2009
	Chairman of the board of directors	´ ed ´ eral (SCRL) ´ Cr edit Professionnel Interf	2000 to 2008
	Permanent Representative – CMNE Belgium (Director)	Cr edit Professionnel Interf ´ ed ´ eral (SCRL) ´	2006 to 2008
	Permanent Representative – CMNE Belgium (Vice-chairman)	Federale Kas Voor Het Beroepskrediet (SCRL)	2004 to 2009
	Permanent Representative – CMNE Belgium	Alverzeele (SA)	2009 to 2011

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND ●¹⁴ GENERAL MANAGEMENT

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Tim Yeo	Chairman of the board of directors	AFC Energy PLC	2006 to date
	Chairman of the board of directors	TMO Renewables Limited	2010 to date
	Director	TMOTMO Renewable Energy Group Limited	2013 to date
	Director	TMO Bio Tech Limited	2013 to date
	Director	Anacol Holdings Limited	1979 to date
	Director	Adeptt Ltd	2013 to date
	Chairman of the board of directors	Eco City Vehicles PLC	2007 to 2012
	Director	General Securities Register, Limited	1979 to date
	Director	ITI Energy Limited	2006 to 2013
	Director	Locana Corporation (London) Limited	1979 to date
	Chairman of the board of directors	Univent PLC	1995 to 2009
	Director	First London PLC	2008 to 2010

For the purposes of their corporate appointments within the Eurotunnel Group, the service address of the board members is the registered office of GET SA, 3 rue La Bo etie, 75008 Paris. ´

Biographical details for each of the members of the board of directors of GET SA as at the date of this Registration Document are set out below:

Jacques Gounon

Jacques Gounon, 60, is a graduate of the Ecole Polytechnique and chief engineer of the Ponts et Chauss ees. He started his career in ´ public service in 1977 and later became Chief Executive of the Comatec group (1986-90), Director of development for the Eiffage group (1991-93), Industry advisor to the French Employment Minister (1993-95), Principal Private Secretary to the French Secretary of State for Transport (1995-96), Deputy Chief Executive of Alstom (1996), Chairman of the business sector and Member of the Executive Committee of Alstom (2000), Deputy Chairman and Chief Executive of the Cegelec group (2001). He became Chairman and Chief Executive of Eurotunnel in 2005, and then of Groupe Eurotunnel SA in 2007. He is a director of A eroport de Paris and the French ´ association of companies limited by shares (ANSA).

Philippe Camu

Philippe Camu, 46, a graduate of the French HEC is Partner – Managing Director of Goldman Sachs, London. He manages the European activity of Goldman Sachs Infrastructure Partners, the Goldman Sachs fund for investment in infrastructure. Philippe Camu began his career with Goldman Sachs in 1992 in the Corporate Finance department and joined the Real Estate Principal Investment department in 1997. He is a member of the Goldman Sachs Infrastructure Partners investment committee and a director of Associated British Ports companies, and Redexis Gas (formerly Endesa Gas). He became a member of the board of Groupe Eurotunnel SA on 26 May 2010.

Patricia Hewitt

Patricia Hewitt, 65, a graduate of Cambridge University and Labour Member of Parliament for 13 years until 2010, Patricia Hewitt first worked for Age Concern (the largest UK charity working with the elderly). She was Economic Secretary at the Treasury (1998-1999), then Minister for e-Commerce and Small Business at the DTI (1999-2001) and subsequently Secretary of State for Trade and Industry and Cabinet Minister for Women (2001-2005) before becoming Secretary of State for Health (2005-2007). She is a director of British Telecom. She became a member of the board of directors of Groupe Eurotunnel SA on 26 May 2010.

Hugues Lepic

Hugues Lepic, was a director of Groupe Eurotunnel SA between 26 May 2010 and 20 March 2013. A graduate of the French Ecole Polytechnique and holder of an MBA from Wharton, University of Pennsylvania, he is the founder and chief executive officer of Aleph

●¹⁴ BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT

Capital Partners LLP, an investment company based in London. He joined the merchant banking division and the private equity branch of Goldman Sachs in London in 1996 before becoming managing director in 1998 and partner in 2000. He was partner-managing director of The Goldman Sachs Group, Inc., between 2000 and 2012 and managed the merchant banking division of Goldman Sachs in Europe. He was directly responsible for private equity and distressed investment in Europe between 2006 and 2012. He was a member of the European executive committee of Goldman Sachs and a member of the investment, risk and strategy committees of the merchant banking division of Goldman Sachs. Hugues Lepic started his career in 1990 in the mergers and acquisitions department of Goldman Sachs in New York, then London.

Peter Levene

Peter Levene, 72, a Foundation Shareholder of Eurotunnel, joined the defence group United Scientific Holdings in 1963, and rose to the post of group chairman in 1981. Subsequently, he was asked by Secretary of State for Defence to act as his Personal Advisor in the MoD, and then as Permanent Secretary in the role of Chief of Defence Procurement, a position which he held for six years. He thereafter held the post of Advisor to the Secretary of State for the Environment, to the President of the Board of Trade and to the Chancellor of the Exchequer. He was appointed as Advisor to the Prime Minister on Efficiency and Effectiveness from 1992 to 1997. During this period, he also served as Chairman of the Docklands Light Railway and then Chairman and Chief Executive of Canary Wharf Ltd. He served as a member of the Board of Directors of J. Sainsbury plc from 2001-2004 and of Total SA from 2005-2011. He is currently Chairman of General Dynamics UK Ltd, Starr Underwriting Agents Ltd and vice-president of Starr International Company, Inc, and a member of the boards of Haymarket Publications. He is a member of the House of Lords economic affairs committee. He served as Sheriff of London from 1995-96 and as Lord Mayor of London for the year 1998-99. He received a knighthood in 1989 and became a Life Peer in July 1997 as Lord Levene of Portsoken. Previously, he served as Chairman of Lloyd's of London, the world's leading specialist insurance and reinsurance market from 2002-2011, after having been Vice Chairman of Deutsche Bank. Prior to this, he held the position of Chairman of Bankers Trust International, Morgan Stanley and Wasserstein Perella. Peter Levene's appointment as a director of the board of GET SA was ratified by the general meeting held on 26 April 2012.

Colette Lewiner

Colette Lewiner, 68, is a graduate of the Ecole Normale Sup erieure and holds a degree and doctorate in physics. She is a director of ´ Nexans, TGS-Nopec, Groupe Bouygues Lafarge and Compton Greaves and is non-executive chair of TDF. Colette Lewiner began her career as a university lecturer, conducting research into electrical and magnetic phenomena in new semi-conductors. In 1979, she joined EDF in the research and development directorate and then established the development and commercial strategy division. In 1992, she became chair and chief executive of SGN-Reseau Eurisys, a subsidiary of Cogema, and then joined Capgemini to set up the Utilities sector, which she then managed. In 2000, following the merger of Capgemini and Ernst and Young, Colette Lewiner was appointed managing director of GSU (Global Sector Unit). In 2004 she took on responsibility for the group's Global Marketing unit (which she headed until 2008) alongside responsibility for the global Energy, Utilities and Chemicals sector. In July 2012, Colette Lewiner left this post to become energy adviser to the chairman of Capgemini. Colette Lewiner is the author of a textbook on nuclear power stations and of numerous scientific papers. She is a Commander of the L egion d'Honneur and of the Ordre National du M ´ erite. Colette Lewiner's ´ appointment as a director of the board of GET SA was ratified by the general meeting held on 26 April 2012.

Colette Neuville

Colette Neuville, 77, is a law graduate and a graduate of the Paris Institute of Political Studies, and holds a post-graduate degree in economics and political science. She has worked as an economist for NATO, for the national office for irrigation (ONI), for the government of Morocco and for the Loire-Bretagne agency. Colette Neuville is founding Chairman of ADAM (the French association for the defence of minority shareholders). She is a member of the board of directors of Faider and ATOS. She is also a member of the commission on retail investors and minority shareholders of the AMF. Since 2009, she is a member of the governing board of the MBA school of the Panth eon-Sorbonne university. She became a director of TNU on 15 December 2005. She has been a director of GET SA ´ since 9 March 2007 and chairs the nomination and remuneration committee. She is also a member of the audit committee. She has been appointed as Senior Independent Director by the board of directors on 14 February 2014.

Perrette Rey

Perrette Rey, 71, holds a doctorate in corporate law and a post-graduate degree in economic management both from the University of Paris I; she is a graduate of the Paris political studies institute (IEP), the Paris institute of business management (IAE) and the Paris centre for better management (CPA). She started her career as commercial director for SOVA, a mechanics, metal and steel family businesses prior to setting up her own business as a management, organisation and IT consultant then becoming responsible for a management and IT publication. She joined the Banques Populaires group where she was successively in charge of strategy, budget, finance and IT

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND ●¹⁴ GENERAL MANAGEMENT

and later an advisor to the chairman of the Banques Populaires group. She was elected as a judge on the Paris commercial court in 1992, becoming in turn president of a chamber, vice-president and the first woman (and to date the only woman for 450 years) to be elected president of the Paris commercial court, then president of the general council of commercial courts, which brings together all the French commercial courts, between 2004 and 2008. She chaired the French observatory for businesses in difficulty set up by the chamber of commerce and industry of Paris-Ile-de-France. From 2008 to 2013, she was a member of the French state shareholding commission. Perrette Rey was appointed by the board of directors of GET SA and her appointment was ratified by the general meeting on 15 May 2013.

Robert Rochefort

Robert Rochefort, 58, has been a member of the European Parliament representing a constituency in southwest France since July 2009. He is a graduate of the French Ecole Nationale de la Statistique et de l'Administration, and holds a post-graduate degree in economics and a masters degree in mathematics. He is an economist and sociologist, and was chief executive of CREDOC (French research centre for the study and observation of living conditions) from 1995 to 2009. He was a member of the French Economic Analysis Council and a director of the French Red Cross. His is a director at BNP Paribas Personal Finance (Cetelem). He joined the board of directors of TNU on 7 April 2004. He has been a director of GET SA since 9 March 2007 and chairs the audit committee.

Jean-Pierre Trotignon

Jean-Pierre Trotignon, 63, is a graduate of Ecole Polytechnique and of the Ponts et Chauss ees engineering school, and holds a masters ´ degree in Science from the University of Berkeley. He became Deputy Chief Executive Officer of Autoroutes du Sud de la France (1987-1992) and Chief Executive Officer of Compagnie Signature SA from 1992 to 1998. He joined the Caisse des D epots ´ ˆ Developpement (C3D) group in 1998, where he was in turn Chief Executive Officer of Egis Projects S.A. (1998-2000), Chairman and ´ Chief Executive Officer of ISIS SA (1998-2001), Amministratore Delegato of Egis Italia S.p.A. (2000-2001) and deputy director for continental Europe of Transdev SA (October 2001 to January 2003). Between 1999 and 2003, alongside his appointments with C3D and Ubifrance, he was Chairman of the Port Autonome of Dunkirk. After two years as Chief Executive Officer of Ubifrance, he joined Eurotunnel in August 2005 as Chief Operating Officer in charge of all commercial, operational and technical aspects of the business, in France and in the UK before being appointed as Deputy Chief Executive from 2008 to 2009. He became a member of the board of GET SA in 2010 and chairs the safety and security committee. On 30 June 2011, he became a director of a Swiss company, BG Bonnard et Gardel Holding SA.

Philippe Vasseur

Philippe Vasseur, 70, former Minister for Agriculture, Fisheries and Food from 1995 to 1997, has been the member of French Parliament for the Pas-de-Calais area several times between 1986 and 2000. He has been a member of the Finance Commission for the French Parliament throughout his parliamentary career, regional councillor for the Nord-Pas-de-Calais between 1992 and 1998 and mayor of Saint-Pol-sur-Ternoise (Pas-de-Calais). A former economics journalist, he resigned from all his political appointments in 2000 in order to return to the private sector in which he holds the position of Chairman of Cr edit Mutuel Nord Europe as well as various other positions in ´ companies controlled by Cr edit Mutuel Nord Europe (BCMME, Caisse de Lille-Libert e, La Francaise AM, Nord Europe Assurances, SDR ´ ´ ¸ Normandie). He is also director of Bonduelle and Chairman of R eseau Alliances, which brings together 200 Nord-Pas-de-Calais ´ businesses involved in social and environmental responsibility. In 2011, he was elected chairman of the Chamber of Commerce and Industry of the Nord de France. He has been a director of GET SA since 20 June 2007.

Tim Yeo

Tim Yeo, 68, is a graduate from Cambridge University, Member of the House of Commons representing Suffolk South and Chairman of the House of Commons Energy and Climate Change Select Committee. He was government minister for the environment and rural affairs between 1990 and 1994, and a member of the shadow cabinet between 1998 and 2005, with roles including shadow Secretary for Trade and Industry, and Transport and the Environment. Tim Yeo is Chairman of AFC Energy PLC and TMO Renewables Limited. He was also the founding Chairman of The Children's Trust, a charitable organisation which took over the management of a hospital for disabled children. He has been a director of GET SA since 20 June 2007 and chairs the strategy and sustainable development committee.

14.2. COMPOSITION OF THE COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has put in place an audit committee, a nomination and remuneration committee, a security and safety committee, a strategy and sustainable development committee as well as an ethics and governance committee. The composition and terms of reference of each committee are set out in paragraph 16.2.3 of this Registration Document.

14.3. GENERAL MANAGEMENT

Chief Executive Officer

Jacques Gounon is Chief Executive Officer of GET SA and Chairman of its board of directors.

Emmanuel Moulin was appointed Deputy Chief Executive Officer on 1 January 2014, the date of implementation of a new distribution for the supervision of businesses and support functions between the executive and operating officers:

• Jacques Gounon, Chairman and Chief Executive Officer, keeps the supervision of strategy, communication, safety and ethics, public affairs, internal audit, shareholder relations, investor relations, investment policy and the company secretariat; and
• The two Chief Operating Officers, Michel Boudoussier, Chief Operating Officer in charge of the Concession/Channel Tunnel and Pascal Sainson Chief Operating Officer in charge of the rail freight business, continue to manage their respective current fields of activity, under the supervision of Emmanuel Moulin.

Emmanuel Moulin, Deputy Chief Executive Officer, supervises activities managed by the two Chief Operating Officers (Concession and rail freight) and keeps the supervision of the finance department, the legal department, business services, treasury and the Group human resources department.

Michel Boudoussier is Chief Operating Officer in charge of the Concession business. In this capacity, the directors in charge of each of the following areas report to him: industrial matters, commercial, human resources in France and in the United Kingdom safety and sustainable development, railways and all operational teams.

Pascal Sainson is Chief Operating Officer in charge of the rail freight business development.

Composition of the Executive Committee

Name	Position
Jacques Gounon	Chairman and Chief Executive Officer
Michel Boudoussier	Chief Operating Officer – Concession
Philippe de Lagune	Safety and Ethics Director
Patrick Etienne	Business Services Director
Emmanuel Moulin	Deputy Chief Executive Officer
Pascal Sainson	Chief Operating Officer – Europorte
John Smith	Managing Director – GBRf
Jo Willacy	Commercial Director – Concession

BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND ●¹⁴ GENERAL MANAGEMENT

The table below sets out the list of companies, other than subsidiaries of GET SA, in which the members of the Executive Committee of GET SA have held office as members of a management or supervisory board or in which they have been a partner during the last five years, and the companies in which they still hold a position of this nature:

Name	Position	Company	Dates
Jacques Gounon	Jacques Gounon's appointments are given in section 14.1 of this Registration Document
Michel Boudoussier	–	–	–
Philippe de Lagune	–	–	–
Patrick Etienne	–	–	–
Emmanuel Moulin	–	–	–
Pascal Sainson	Chairman	Calais Developpement ´	2004 to 2010
	Vice-chairman	Calais Promotion	2009 to 2010
	Chairman	Association pour la Promotion du ´ Developpement Economique Territorial	2009 to 2010
John Smith	–	–	–
Jo Willacy	–	–	–

Biographical details for each member of the Executive Committee members appear below.

Jacques Gounon

Jacques Gounon's biographical details are given in section 14.1 of this Registration Document.

Michel Boudoussier

Michel Boudoussier, 50, studied at the Ecole Normale Sup erieure and subsequently became an Engineer at the Corps des Mines. He ´ joined the Eurotunnel Group on 3 May 2010 as Chief Operating Officer in charge of the Channel Tunnel Operations. Following several appointments in the French Ministry for Industry, in 1995, Michel Boudoussier, a specialist of the railway industry, joined the French Ministry for Town and Country Planning. Michel Boudoussier spent a large part of his career with SNCF, starting as manager for freight in the Lorraine region. In 2003, he became SNCF Regional Director for Normandy, before becoming, in 2006, SNCF Regional Director for the Nord-Pas-de-Calais region. From September 2008, Michel Boudoussier was Human Resources Director for the Infrastructure arm of SNCF.

Patrick Etienne

Patrick Etienne, 53, joined the Eurotunnel Group in 1992 after 10 years with SNCF Armement Naval. Manager of the control of sales systems, from 2000 he managed the Group's internet business. In 2004, he was appointed operational restructuring director, and became purchasing director in 2005. In 2009, he was appointed Business Services Director which currently includes purchasing and IT. He also manages the property development department of the Group. He is chairman of EuroSco SAS, Euro-Immo GET and SIFE (Societ´ ´ e Immobiliere et Fonci ere Eurotunnel). He was appointed as a director of GET Elec Limited and ElecLink Limited on 28 November 2011. He is also chairman of all the Euro-TransManche companies and in particular MyFerryLink SAS.

Emmanuel Moulin

Emmanuel Moulin, 45, is a graduate of ENA and of the Institut d'Etudes Politiques of Paris and of ESSEC. He joined Groupe Eurotunnel on 28 August 2012 as Chief Financial and Corporate Officer. He started his career in the Transport Department of the French Treasury in 1996 and moved to the office of Treasury and Monetary policy between 1998 and 2000 before taking up the role of deputy director at the World Bank in Washington. Between 2003 and 2005 he was general secretary of the Club de Paris before joining Citigroup Global Markets in 2006 with responsibility for France and Belgium. In 2007, he was appointed deputy private secretary to the French Finance, Industry and Economy Minister, Christine Lagarde, before taking on the role of economic advisor to the French President between 2009 and 2012. He has been appointed as deputy Chief Executive Officer of GET SA on 1 January 2014.

Pascal Sainson

Pascal Sainson, 56, is a civil aviation engineer. He started his career at the Direction G en ´ erale de l'Aviation Civile from 1983 to 1986, he ´ was Head of Programming and Development at Air Littoral from January 1987 until August 1988, then Manager of Air Operations and

●¹⁴ BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT

Manager of Programming and Planning at TAT European Airlines. He joined TNU in 1996 as Service Delivery Director. Appointed to the management committee in April 2001, he has held successively the positions of Business Services Director, Shuttle Services Director, Divisional Operations Director and Director of Operations. He is chairman of the French companies of Europorte.

Jo Willacy

Jo Willacy, 50, holds an MA in Modern History and Economics from the University of Oxford. She was Commercial Director of Hummingbird Helicopters from 1992 to 1994 and Managing Partner of Quadrant Consultants Ltd. from 1994 to 2003. She joined Eurotunnel in April 2003 as Senior Marketing Manager and was appointed Director of the Commercial Passenger Division in November 2004 and Commercial Director in 2007.

John Smith

John Smith is 52 and graduated from Loughborough University of Technology with an honours degree in Mechanical Engineering. John is also a Chartered Mechanical Engineer. John joined the nationalised British Railways in 1977 and has spent 18 years in the nationalised industry followed by 18 years in the private sector. He set up GB Railfreight in 1999 exploiting the open access arrangements that were facilitated by the privatisation of the UK railway industry. Since this date he has led the business as Managing Director. John Smith joined the Executive Committee of the Eurotunnel Group on 9 September 2013.

Philippe de Lagune

Philippe de Lagune is 65. He joined the Eurotunnel Group as Security and Ethics Director on 9 September 2013. Philippe de Lagune, Prefect, has exercised various senior roles within public service and was previously the French coordinator for security at the London Olympics in 2012. He is in charge of high-level relations with the French and British public authorities in respect of security. He is the designated director for ethics as referred to in the Group's Charter of Ethics and Behaviour.

14.4. CONFLICTS OF INTEREST WITHIN THE BOARD OF DIRECTORS, THE MANAGEMENT AND SUPERVISORY BOARDS AND IN GENERAL MANAGEMENT

To GET SA's knowledge, there are no potential conflicts of interest between the duties owed to GET SA by any of the persons referred to in sections 14.1, 14.2 and 14.3 of this Registration Document, and their private interests or other obligations.

GET SA has measures in place to prevent potential conflicts of interest between the directors and GET SA which are described in paragraph 16.2.1 of this Registration Document.

14.5. DIRECTORS' INTERESTS IN GET SA'S SHARE CAPITAL AS AT THE DATE OF THIS REGISTRATION DOCUMENT

	Number of
Position	GET SA Ordinary Shares
Chairman and Chief Executive Officer	9,743
Member of the board of directors	1,000
Member of the board of directors	1,000
Member of the board of directors	2,000
Member of the board of directors	1,000
Member of the board of directors	5,182
Member of the board of directors	1, 000
Member of the board of directors	5,800
Member of the board of directors	1,667
Member of the board of directors	1,000
Member of the board of directors	*1,024

* Tim Yeo also holds 5,981 share CDIs.

As recommended by the Afep/Medef Code, article 16 of the by-laws was amended in 2012 to increase the minimum number of Shares that directors must hold from 100 to 1,000.

14.6. STATEMENTS REGARDING DIRECTORS AND OFFICERS

As at the date of this Registration Document, there are no family connections between any of the members of the board of directors or the Executive Committee.

In addition, as at the date of this Registration Document, no member of the board of directors or Executive Committee has been:

convicted of fraud during the past five years;
implicated in any bankruptcy, receivership or liquidation proceedings during the past five years; or
charged with any offence or any official public sanction by any statutory or regulatory authority during the past five years.

To GET SA's knowledge, no director has been banned by a court to act as a member of a board of directors, a management or supervisory board of an issuer or from participating in the management or conducting the business of an issuer during the past five years.

14.7. CONCESSION COORDINATION COMMITTEE

The Concession Coordination Committee performs the functions of the common body specified in Article 18 of the Concession Agreement. As set forth in the Concession Agreement, the Concession Coordination Committee is responsible for:

coordinating the operation and maintenance of the Fixed Link; and
representing the Concessionaires at the IGC with respect to all matters concerning the operation of the Fixed Link.

The members of the Concession Coordination Committee are:

• Jacques Gounon;

Michel Boudoussier; and
Emmanuel Moulin.

15. REMUNERATION AND BENEFITS

15.1.	REMUNERATION POLICY FOR EXECUTIVE OFFICERS	77
15.2.	REMUNERATION AND BENEFITS PAID BY GET SA AND ITS SUBSIDIARIES TO EXECUTIVE OFFICERS OF GET SA (INCLUDING ALL CONDITIONAL OR DEFERRED REMUNERATION)	78
15.2.1	Remuneration of the Chairman and Chief Executive Officer	78
15.2.2	Remuneration of the Deputy Chief Executive Officer	84
15.2.3	Attendance fees	85
15.3.	TOTAL AMOUNT SET ASIDE OR OTHERWISE RECOGNISED BY GET SA AND ITS SUBSIDIARIES TO PAY FOR PENSIONS, RETIREMENT, AND OTHER BENEFITS	86
15.4.	REMUNERATION ELEMENTS OWED OR ALLOCATED IN THE 2013 FINANCIAL YEAR TO EACH EXECUTIVE OFFICER OF THE COMPANY, SUBMITTED TO THE SHAREHOLDERS FOR APPROVAL	86
15.5.	OTHER REMUNERATION POLICY CONSIDERATIONS	88

15.1. REMUNERATION POLICY FOR EXECUTIVE OFFICERS

The remuneration policy for the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer is decided by the board of directors based on the work and recommendations of the Nomination and Remuneration Committee.

Following the recommendation of the Nomination and Remuneration Committee, the board of directors wanted the remuneration policy for the Chairman and Chief Executive Officer, as well as the Deputy Chief Executive Officer and other executive officers, to be simple, offer continuity over time and be consistent with the Group's remuneration policy, including for the management.

The board of directors decided that the remuneration policy should encourage long-term performance in all key areas of the business, whether they be strategic, workforce-related, social or environmental, and not only financial issues. In line with the European recommendation of 30 April 2009, the performance criteria for the executive officers' variable remuneration have been designed to encourage long-term performance.

Following a proposal of the Nomination and Remuneration Committee, the board of directors ensures that the remuneration of the executive officers is consistent with the long-term interests of the company and its shareholders, and that the different components of the remuneration of the executive officers (fixed and variable remuneration, possible granting of additional retirement benefits and share options) are commensurate and in keeping with the principles set out in the Afep/Medef Code.

In particular, the board of directors strives to adhere to the following guidelines:

• Completeness: all the elements that make up the remuneration of executive officers and directors are reviewed each year: fixed part, annual variable part and share options, benefits in kind, attendance fees and retirement conditions;
• Intelligibility of the rules and balance: the rules are simple, stable, transparent and, where possible, enduring; each element of the remuneration is clearly substantiated and is in keeping with the general interest of the company: the variable part intended to reflect the actual contribution of the executive officers to the success of the Group changes according to criteria representing the results of the Group and operational targets set for the year. At the start of each financial year, the board of directors, on the recommendation of the Nomination and Remuneration Committee, defines each of the targets set for the executive officers for the year in question and determines what proportion of the overall variable part each of them may obtain. After the close of the financial year, the Nomination and Remuneration Committee evaluates the achievement of said targets and, based on that assessment, the board of directors decides the variable part to be awarded to each executive officer. The variable remuneration awarded for a given financial year is therefore paid in the following year:
– the part based on the achievement of targets linked to the Group's intrinsic annual performance is based on financial indicators determined according to Group objectives;
– the part based on the achievement of operational targets is based on criteria set taking into account the capacity to achieve certain strategic objectives;
– the share options include internal (EBITA target and payment of dividends) and external performance criteria to ensure their financial alignment with the long-term interests of the shareholders.
• Measurement: remuneration is determined taking into account the general interests of the company, market practices and the performance of the directors. Given the general economic context, the company did not offer a new share option plan for the directors for 2013 and limited the adjustment of the fixed part of the Chairman and Chief Executive Officer's remuneration to inflation and the collective salary increases in the company in France and the UK since 2008. In addition, for 2013, given that the overall performance of the company depends on good management of relations with all the stakeholders, a labour relations performance criterion was included in the calculation of the Chairman and Chief Executive Officer's remuneration.
• Consistency and benchmarking: the remuneration of the Deputy Chief Executive Officer was determined taking into account that of the previous Deputy Chief Executive Officer and that of the Chairman and Chief Executive Officer and the Chief Operating Officers, as well as market practice; to set the remuneration of the Chairman and Chief Executive Officer in 2008, the Nomination and Remuneration Committee commissioned a specialised consultancy to undertake a study of the positioning of the Chairman and Chief Executive Officer's remuneration in relation to the salaries paid by other French and British companies for similar positions; this fixed remuneration remained unchanged from 2008 until 2013, when the remuneration was adjusted to take into account inflation.

●¹⁵ REMUNERATION AND BENEFITS

15.2. REMUNERATION AND BENEFITS PAID BY GET SA AND ITS SUBSIDIARIES TO EXECUTIVE OFFICERS OF GET SA (INCLUDING ALL CONDITIONAL OR DEFERRED REMUNERATION)

15.2.1 REMUNERATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The remuneration of the Chairman and Chief Executive Officer, Jacques Gounon, as determined by the board of directors on the recommendation of the Nomination and Remuneration Committee, is composed of:

fixed remuneration;
annual variable remuneration subject to performance criteria;
attendance fees;
a benefit in kind;
a supplementary defined contribution retirement plan;
long-term variable remuneration in the form of company share options, granted subject to performance criteria.

The Chairman and Chief Executive Officer is not entitled to any severance or non-competition payments. He is not eligible to benefit from the collective schemes for the allocation of free shares in place within the Group.

The arrangements for Jacques Gounon's remuneration, as described above, relating to his position within the Eurotunnel Group companies, will remain in place until a subsequent decision is taken by the board of directors of GET SA, on the recommendation of the Nomination and Remuneration Committee.

Annual fixed remuneration:

The fixed part of the gross annual remuneration of the Chairman and Chief Executive Officer was increased from c450,000 to c500,000 as of 1 April 2013. Because this fixed part had not changed since 2008, while company salaries have collectively increased, in line with inflation, on 20 March 2013 the board of directors decided to increase the Chairman and Chief Executive Officer's fixed remuneration to reflect the impact of inflation in France and in the United Kingdom since 2008.

Annual variable remuneration for 2013:

The annual variable remuneration is capped at 100% of the fixed part, i.e. c500,000, and is subject to meeting performance criteria.

For 2013, the board of directors had approved the proposal made by the Nomination and Remuneration Committee to keep the two financial criteria applied each year since 2010, with each representing 25%:

net profit for the last year relative to the net profit stated in the budget (after adjustment for exceptional items): 25%
operating cash flow relative to the cash flow stated in the budget (after adjustment for exceptional items): 25%

The board of directors also defined the following four operational criteria:

maintain Truck Shuttle revenue: 12.5%;
Europorte: operational reorientation in line with the budget: 12.5%;
innovation capacity: innovation and project creation strategy: 12.5%;
CSR: quality of social dialogue to enhance performance: 12.5%.

The financial data are adjusted for exceptional exogenous factors (such as the extraordinary income of c83 million recognised in 2013 for deferred tax assets and foreign exchange gains and losses) in order to neutralise their impact and keep genuinely comparable data.

On 12 February 2014, the Nomination and Remuneration Committee examined these criteria.

The Committee examined the quantitative criteria (financial and operational) and quantified the degree to which they had been met. The Committee found that the net result and operational cash flow targets had been met, the target of maintaining the Truck Shuttle revenue had not been fully met, and the target of operational reorientation of the Europorte activity in line with the budget had been exceeded.

The Committee also undertook a qualitative evaluation of the criterion of quality of social dialogue to enhance performance, as well as the innovation capacity criterion; this evaluation was nonetheless governed and guided by quantified indicators. The Committee found that the quality of social dialogue objective had been achieved and considered that the criterion relating to innovation and project creation strategy had not been fully achieved.

Criteria	Target	Performance
Net result: in line with the budget	25%	25%
Operational cash flow: in line with the budget	25%	25%
Truck Shuttle services: maintain revenue	12.5%	11.25%
Europorte: operational reorientation in line with the budget	12.5%	15%
Innovation and project creation strategy	12.5%	9.375%
Quality of social dialogue	12.5%	12.5%

At its meeting on 14 February 2014, the board of directors considered the performance of the Chairman and Chief Executive Officer by reference to the performance indicators set out above and, following the recommendations of the Nomination and Remuneration Committee, fixed the Chairman and Chief Executive Officer's variable remuneration for the year ended 31 December 2013 at c490,625, or 98% of the target gross annual fixed remuneration, compared with 100% (c450,000) in 2012.

Annual variable remuneration for 2014

For 2014, the board of directors decided to maintain two financial criteria, including the net result criterion, which has been applied since 2010. Until this year, the second financial criterion had been operational cash flow; for 2014, this has been replaced by the published target EBITDA. Given the proximity of operational cash flow for the Group, the choice of published EBITDA as a target for the Chairman and Chief Executive Officer's remuneration makes the objective more intelligible in the interests of consistent and transparent disclosure. As in previous years, the board of directors decided to retain a proportion of 50% based on operational criteria, in order to have performance criteria that cover all key company issues.

Financial objectives:

• Consolidated net profit for the year compared with the net profit estimated in the budget: (25%);
• EBITDA target: c460 million in 2014 at the exchange rate of £1=c1.199 (25%); the target that would enable the Chairman and Chief Executive Officer to receive 100% of the entitlement for this criterion would be a 2014 EBITDA of c460 million.

Operational objectives:

• Consolidation of the Group's long-term growth prospects: 30%;
• Innovation: technological innovation capacity: 10%;

Achievement of this objective will be evaluated on the basis of different factors, such as the renewal in 2014 of the club car wagons (television, etc.), the use of new technologies to optimise operational and business processes, and the implementation of GSM-P in the North Tunnel in 2014 (public telephony);

• Improving the company's performance in terms of social and environmental responsibility: 10%; Achievement of this objective will be evaluated based on various material evidence, subject to three indicators, including staff turnover, which should not exceed 5 in 2014, and professional development, calculated based on the ratio below:

Number of hours of training given >1 Average headcount � 30

The annual variable remuneration ceiling remains equal to 100% of the basic salary, which is currently c500,000.

The financial data is adjusted for exceptional exogenous factors (such as the extraordinary income of c83 million recognised in 2013 for deferred tax assets and foreign exchange gains and losses) in order to neutralise their impact and keep genuinely comparable data.

●¹⁵ REMUNERATION AND BENEFITS

With regard to qualitative criteria, the variable remuneration of the Chairman and Chief Executive Officer is adjusted as follows, depending on the degree of attainment of the budgetary target concerned:

• 50% of the maximum if 80% of the target is attained;
• 60% of the maximum if 85% of the target is attained;
• 80% of the maximum if 90% of the target is attained;
• 90% of the maximum if 95% of the target is attained;
• 100% of the maximum if 100% of the target is attained;
• 110% of the maximum (exceptional bonus) if 110% of the target is attained;
• 120% of the maximum (exceptional bonus) if 120% of the target is attained.

The budgetary targets for 2014 were determined according to the Group's budget, as considered by the board of directors. The performance levels required to attain these targets were established precisely, and may not be disclosed for confidentiality reasons.

Benefits in kind/Attendance fees

For 2013, Jacques Gounon received an allowance of £540 per month for the use of his personal vehicle, i.e. c8,888 over the year (2012: £6,480 or c7,970 based on the exchange rate applied to the 2012 income statement).

Jacques Gounon receives attendance fees for his role as a director of GET SA (see the table in paragraph 15.2.3 below).

Supplementary defined contribution pension plan/Death/disability insurance

The Chairman and Chief Executive Officer does not have a defined benefit pension plan. In the same way as other senior managers employed in France by Eurotunnel Group, the Chairman and Chief Executive Officer benefits, with respect to the French part of his remuneration, from the same supplementary pension plan afforded to any other senior manager employed by ESGIE beyond the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executives and corporate officers, is not a defined benefit plan. It is a defined contribution plan, which would currently grant the Chairman and Chief Executive Officer an estimated pension of c2,748.10 per year (non-commutable annuity), assuming he retires at the age of 65.

With respect to the French and British parts of his remuneration, he benefits from basic retirement benefits and supplementary retirement benefits. In 2013, employee contributions to this supplementary pension scheme totalled c18,230 (2012: c17,905) and employer contributions totalled c29,538 (2012: c29,012). In 2013, employee contributions to the supplementary pension scheme totalled c1,481 (2012: c1,455), out of a total of c12,606 for all employees concerned (2012: c12,395), while employer contributions totalled c5,925 (2012: c5,820), out of a total of c50,424 (2012: c49,580) for all employees concerned.

The Chairman and Chief Executive Officer is covered by the staff private death/disability insurance and the personal accident policy available to employees of GET SA.

Long-term variable benefits

Pursuant to the authorisation granted by resolution 25 of the combined general meeting of 26 May 2010, on the recommendation of the Nomination and Remuneration Committee, the board of directors approved the terms of a share option scheme and proceeded to grant options on 16 July 2010, 21 July 2011 and 20 July 2012.

For each of these grants, the board of directors ensured that the options granted to the Chairman and Chief Executive Officer did not exceed 10% of all options granted.

The Chairman and Chief Executive Officer was excluded from the list of employees eligible to benefit from the 2011 and 2012 collective bonus share award schemes, authorised by the general meeting of 28 April 2011.

In addition to legal requirements, the board of directors resolved, as for the other plans, that the exercise price could not be less than:

• the average share price of the Company's shares on NYSE EURONEXT during the 20 last trading days preceding the date on which the options to purchase shares are granted;
• the average of the last three months preceding the date on which the share options are granted;
• the average of the buyback price for the shares where they are held by the Company as of the grant date, in accordance with articles L. 225-208 and L. 225-209 of the French Commercial Code.

REMUNERATION AND BENEFITS ●¹⁵

2010 share option scheme

On 16 July 2010, under the said scheme, the board of directors granted Jacques Gounon, Chairman and Chief Executive Officer, 116,000 conditional options.

The exercise price is set at c6.42.

In its meetings on 21 July 2011 and 20 July 2012, the board of directors noted that the performance criteria for options granted on 16 July 2010 had been met. Consequently, under article 4.1 of the scheme rules, only continuing employment on the fourth anniversary of the grant remains to be determined.

The internal and external performance criteria were as follows:

• 50% of the options granted are subject to the following performance criterion being met: (i) the general meeting of shareholders of GET SA deciding the distribution of a dividend, and (ii) the EBITDA in the consolidated annual financial statements, for the relevant financial year, being at least equal to that in the scheme rules.
– with respect to 25% of the options, this condition being measured against the 2010 financial statements submitted for approval by shareholders at the 2011 general meeting,
– with respect to 25% of the options, this condition being measured against the 2011 financial statements submitted for approval by shareholders at the 2012 general meeting.
• 50% of the options granted are subject to the following performance criterion being met: GET SA share price performance against the SBF120® share index, such performance being at least equal to the performance of the said index, to be measured over a period starting with the opening share price on the grant date (16 July 2010) and ending 12 months later:
– with respect to 25% of the options, this condition being measured on the basis of actual share price for the period 16 July 2010 to 15 July 2011,
– with respect to 25% of the options, this condition being measured on the basis of actual share price for the period 16 July 2011 to 15 July 2012.

2011 share option scheme

Pursuant to the said scheme, on 21 July 2011, the board of directors granted Jacques Gounon, Chairman and Chief Executive Officer, 130,000 conditional options.

The exercise price is set at c7.52.

The board of directors decided on the internal and external performance criteria, which reflect those of the 2010 share option scheme, and are as follows:

• 50% of the options granted are subject to the following performance criterion being met: (i) the general meeting of shareholders of GET SA deciding the distribution of a dividend, and (ii) the EBITDA in the consolidated annual financial statements, for the relevant financial year, being at least equal to that in the scheme rules:
– with respect to 25% of the options, this condition being measured against the 2011 financial statements that were approved by shareholders at the 2012 general meeting; the board of directors considered on 20 July 2012 that this performance criterion had been met; and
– with respect to 25% of the options, this condition will be measured against the 2012 financial statements that were submitted for approval by shareholders at the 2013 general meeting; at its meeting on 24 July 2013, the board of directors considered that this performance criterion had been met;
• 50% of the options granted are subject to the following performance criterion being met: GET SA share price performance against the SBF120® share index, such performance being at least equal to the performance of the said index, to be measured over a period starting with the opening share price on the grant date and ending 12 months later:
– with respect to 25% of the options, this condition being measured on the basis of actual share price for the period 21 July 2011 to 20 July 2012; the board of directors noted on 20 July 2012 that this performance criterion had not been met; and
– with respect to 25% of the options, for the period from 21 July 2012 to 20 July 2013; at its meeting on 24 July 2013, the board of directors considered that this performance criterion had not been met.

The board of directors ensured that this grant of options to the Chairman and Chief Executive Officer does not exceed 10% of all options granted.

●¹⁵ REMUNERATION AND BENEFITS

2012 share option scheme

Pursuant to the said scheme, on 20 July 2012, the board of directors granted 137,000 conditional options to Jacques Gounon, Chairman and Chief Executive Officer.

The exercise price is set at c6.33.

The internal and external performance criteria are as follows:

• 50% of the options granted are subject to the following performance criterion being met: (i) the general meeting of shareholders of GET SA deciding the distribution of a dividend, and (ii) the EBITDA in the consolidated annual financial statements, for the relevant financial year, being at least equal to that in the scheme rules.

The board of directors will assess whether this performance condition has been met as follows:

– with respect to 25% of the options, this condition being measured against the 2012 financial statements that will be submitted for approval by shareholders at the 2013 general meeting; at its meeting on 24 July 2013, the board of directors considered that this performance criterion had been met;
– with respect to 25% of the options, this condition will be measured against the 2013 financial statements that will be submitted for approval by shareholders at the 2014 general meeting.
• 50% of the options granted are subject to the following performance criterion being met: GET SA share price performance against the SBF120® share index, such performance being at least equal to the performance of the said index or any index which may replace it. The value of the SBF share index and the GET SA share price are to be measured over a period of 12 consecutive months, based on the opening share price on the grant date:
– for 25% of the options, between 20 July 2012 and 19 July 2013; at its meeting on 24 July 2013, the board of directors considered that this performance criterion had not been met;
– for 25% of the options, based on the share price between 20 July 2013 and 19 July 2014 (pending).

The board of directors has ensured that the grant of options to the Chairman and Chief Executive Officer does not exceed 10% of the total grant. Hedging of the options is prohibited.

Share option plans: potential percentage of the capital* represented by allocation to J. Gounon

Share option plans	Potential percentage of the capital* represented by allocation to J. Gounon		Internal performance conditions EBITDA target and dividends 50%		External performance condition Share price performance over 12 months 50%	Percentage of the capital* represented by the J. Gounon options that could be exercised
2010 plan	0.0232%	2010 financial statements 25%	2011 financial statements 25%	16 July 2010- 15 July 2011 25%	16 July 2011- 15 July 2012 25%	0.0232%
		Conditions met	Conditions met	Condition met	Condition met
2011 plan	0.026%	2011 financial statements 25%	2012 financial statements 25%	21 July 2011- 20 July 2012 25%	21 July 2012- 20 July 2013 25%	0.013%
		Conditions met	Conditions met	Condition not met	Condition not met
2012 plan	0.0274%	2012 financial statements 25%	2013 financial statements 25%	20 July 2012- 19 July 2013 25%	20 July 2013- 19 July 2014 25%	pending
		Conditions met	– pending –	Condition not met	– pending –

* Basis: capital at 12 March 2014.

Policy for retention of securities

In accordance with article L. 225-185 of the French Commercial Code, the board of directors resolved that Jacques Gounon, as executive director, shall keep for the entire term of his appointment, 50% of the shares allotted upon exercise of the options granted under various schemes. Mr Gounon does not hedge the share options granted to him by GET SA.

Summary of remuneration, options and shares: Jacques Gounon, Chairman and Chief Executive Officer

GROSS AMOUNTS IN EUROS	2013	2012
Remuneration due for the year	1,042,513	900,000
Value of multi-annual variable remuneration	N/A	N/A
Value of options granted during the year	N/A	291,810
Value of performance shares granted during the year	N/A	N/A
Total	1,042,513	1,191,810

Remuneration summary: Jacques Gounon, Chairman and Chief Executive Officer

	2013		2012
GROSS AMOUNTS IN EUROS	due(1)	paid(2)	due(1)	paid(2)
Fixed remuneration	487,500	488,583(3)	450,000	450,084(3)
Variable annual remuneration	490,625	453,297(5)(3)	450,000	455,127(3)
Multi-annual variable remuneration	N/A	N/A	N/A	N/A
Exceptional remuneration	N/A	N/A	N/A	N/A
Attendance fees	55,500	38,850(4)	57,000	39,900(4)
Benefits in kind	8,888	8,888	7,970	7,970
Total	1,042,513	989,618	964,970	953,081

(1) Sums due for the period.

(2) Sums paid during the period. The annual variable remuneration granted for a financial year is paid in the course of the following financial year. Thus, the variable remuneration paid in 2013 corresponds to variable remuneration owed for the 2012 financial year.

(3) Sums paid in whole or in part in sterling, the euro value of which, restated above at the exchange rate used for the income statement, reflects movements in exchange rates during the year. Sums actually paid, based on the exchange rate effective at the time, were equivalent to the sums due.

(4) 30% tax having been deducted at source.

(5) Variable remuneration for 2012.

Share options granted during the year to Jacques Gounon by the issuer and by any Group company

Plan date and number	2013	20 July 2012	21 July 2011	16 July 2010
Type of option (existing or newly issued shares)	N/A	existing	existing	existing
Value of options based on the method used for the consolidated financial statements	N/A	c2.13	c2.69	c2.02
Number of options granted during the year	N/A	137,000	130,000	116,000
Exercise price	N/A	c6.33	c7.52	c6.42
Exercise period	N/A	July 2016 – July 2022	July 2015 – July 2021	July 2014 – July 2020

Share options exercised by Jacques Gounon during the year

Plan date and number	N/A
Value of options based on the method used for the consolidated financial statements	N/A
Number of options granted during the year	N/A
Exercise price	N/A
Exercise period	N/A

●¹⁵ REMUNERATION AND BENEFITS

Performance shares granted during the year to Jacques Gounon by the issuer and by any Group company

Plan date and number	N/A
Number of shares granted during the year	N/A
Value of shares based on the method used for the consolidated financial statements	N/A
Vesting date	N/A
End of lock-in period	N/A

Performance shares reaching the end of the lock-in period for Jacques Gounon during the year

Plan date and number	N/A
Number of shares reaching the end of the lock-in period during the year	N/A
Vesting terms	N/A
Year of grant	N/A

Executive directors

	Employment contract with GET SA		Supplementary pension scheme		Payments or other benefits due or liable to be due as a result of termination of duties or change of role		Compensation in respect of a non compete clause
	Yes	No( *)	Yes	No	Yes	No( *)	Yes	No
J. Gounon, Chairman and Chief Executive Officer, 2007 to 2012		X	X			X		X

* Other than the minima provided by English law. ESL employment contract by effect of English law (see section 16.7 below).

15.2.2 REMUNERATION OF THE DEPUTY CHIEF EXECUTIVE OFFICER

Emmanuel Moulin was appointed Deputy Chief Executive Officer on 1 January 2014, when his previous employment contract was terminated.

The remuneration of the Deputy Chief Executive Officer, as determined by the board of directors on the recommendation of the Nomination and Remuneration Committee, is composed of:

fixed remuneration;
annual variable remuneration subject to performance criteria;
a benefit in kind;
a supplementary defined contribution retirement plan;
long-term variable remuneration in the form of options.

Annual fixed remuneration

The fixed remuneration of the Deputy Chief Executive Officer, from the time he took up the position on 1 January 2014, has been set at a gross annual sum of c300,000 for the 2014 financial year.

Annual variable remuneration for 2014

The variable remuneration of the Deputy Chief Executive Officer, which is intended to reflect his actual contribution to the success of the Group, will be determined based on a target of 60% of his fixed remuneration. It will vary according to criteria representing the results of the Group, as well as personal targets. The annual variable remuneration is capped at 60% of the fixed remuneration, i.e. c180,000. It is linked to fulfilment of the performance criteria.

REMUNERATION AND BENEFITS ●¹⁵

Financial objectives: 70%

Criteria linked to the performance of the Group (for a maximum of 70% of the variable part) include EBITDA (from 0 to 35%), as well as Free Cash Flow (from 0 to 35%).

• EBITDA target: c460 million in 2014 at the exchange rate of £1=c1.199 (35%); the target that would enable the Deputy Chief Executive Officer to receive 100% of the entitlement for this criterion would be a 2014 EBITDA of c460 million;
• Free Cash Flow target equal to the amount specified in the budget.

Operational objectives: 30%

The criteria set, taking into account the capacity to achieve specific strategic objectives (for a maximum of 30% of the variable remuneration), include the net profit of the Europorte segment (from 0 to 15%) and the debt burden (from 0 to 15%).

For this budgetary criterion, the variable remuneration of the Deputy Chief Executive Officer is adjusted as follows, depending on the degree of attainment of the budgetary target concerned:

• 50% of the maximum if 80% of the target is attained;
• 60% of the maximum if 85% of the target is attained;
• 80% of the maximum if 90% of the target is attained;
• 90% of the maximum if 95% of the target is attained;
• 100% of the maximum if 100% of the target is attained;
• 110% of the maximum (exceptional bonus) if 110% of the target is attained;
• 120% of the maximum (exceptional bonus) if 120% of the target is attained.

The budgetary targets for 2014 were determined based on the Group's budget, as assessed by the board of directors. The performance levels required to attain these targets were established precisely, and may not be disclosed for confidentiality reasons.

Benefits in kind

The Deputy Chief Executive Officer has a company car, which represents a benefit in kind worth c285 per month.

Supplementary defined contribution pension plan/death/disability insurance

The Deputy Chief Executive Officer does not have a defined benefit pension plan. In the same way as other senior managers employed in France by Eurotunnel Group, the Deputy Chief Executive Officer benefits from the same supplementary pension plan offered to all senior managers beyond the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive officers and directors, is not a defined benefit plan. It is a defined contribution plan which would currently grant the Deputy Chief Executive Officer an estimated pension of c618.17 per year (non-commutable annuity), assuming he retires at the age of 65.

The Deputy Chief Executive Officer is covered by the staff private death/disability insurance and the personal accident policy available to employees of GET SA.

Long-term variable benefits

Pursuant to the authorisation granted by resolution 25 of the combined general meeting of 26 May 2010, and on the recommendation of the Nomination and Remuneration Committee, the board of directors has in the past granted share options, notably in 2012. Emmanuel Moulin, who was then an employee, received 35,000 options.

15.2.3 ATTENDANCE FEES

The directors of GET SA receive attendance fees.

The maximum total amount of attendance fees was set by the combined general meeting of 20 June 2007. The rules governing the distribution of attendance fees were decided by the board of directors. In principle, they consist of a fixed part and a variable part, in proportion to the director's attendance at board meetings and committee meetings. The committee chairmen receive an additional fixed fee. Fixed and variable fees are paid monthly. The amount and breakdown of attendance fees were reviewed by the board of directors following the recommendation of the Nomination and Remuneration Committee. Consequently, in accordance with article 21 of the

●¹⁵ REMUNERATION AND BENEFITS

Afep/Medef Code, this remuneration, which already took into account the actual attendance of directors at board and committee meetings, will henceforth predominantly be variable.

GET SA directors' attendance fees* in 2013 totalled c540,750 (2012: c529,125) as detailed in the table below:

d	2013*	2012*
Jacques Gounon	55,500	57,000
Philippe Camu	40,500	40,500
Patricia Hewitt	42,750	40,500
Peter Levene	39,000	31,000
Colette Lewiner	42,000	40,500
Colette Neuville	61,500	57,750
Perrette Rey	31,500
Robert Rochefort	61,500	58,500
Jean-Pierre Trotignon	58,500	56,875
Philippe Vasseur	42,750	41,250
Tim Yeo	53,250	52,500
Other directors no longer in office as of the date of this Registration Document	12,000	52,750
Total	540,750	529,125

* Amounts before withholding tax or deductions at source.

In addition, members of the board of directors of GET SA benefit, along with all other persons who act as officers of any Eurotunnel Group company, from directors' and officers' liability insurance.

15.3. TOTAL AMOUNT SET ASIDE OR OTHERWISE RECOGNISED BY GET SA AND ITS SUBSIDIARIES TO PAY FOR PENSIONS, RETIREMENT, AND OTHER BENEFITS

Jacques Gounon does not benefit from any specific retirement indemnity, nor does Emmanuel Moulin.

15.4. REMUNERATION ELEMENTS OWED OR ALLOCATED IN THE 2013 FINANCIAL YEAR TO EACH EXECUTIVE OFFICER OF THE COMPANY, SUBMITTED TO THE SHAREHOLDERS FOR APPROVAL

As recommended by the Afep/Medef Code, revised in June 2013 (article 24.3) and adopted by the company, pursuant to article L 225-37 of the French Commercial Code, the following remuneration elements due or allocated to each executive officer of the company must be submitted to the shareholders for approval:

the fixed part:
the annual variable part and, where applicable, the multi-annual variable part with the targets on which it is based;
any exceptional remuneration;
share options, performance shares or other long-term remuneration elements;
compensation linked to taking up or leaving a position;
the supplementary retirement plan;
benefits of any type.

At the general meeting on 29 April 2014, a proposal will be tabled for an opinion to be issued on the remuneration elements due or allocated in the 2013 financial year to each executive officer of the company, namely Jacques Gounon, the Chairman and Chief Executive Officer (see resolution 12). As Emmanuel Moulin was not appointed Deputy Chief Executive Officer until 1 January 2014, his remuneration as an ordinary employee of the Group in 2013 will not be voted upon by the general meeting.

Remuneration elements due or allocated in the 2013 financial year to Jacques Gounon, Chairman and Chief Executive Officer

Remuneration element		Amount (euros)	Comments
Fixed remuneration		487,500		• Gross annual fixed remuneration of c500,000 approved by the board of directors on 20 March 2013, on the recommendation of the Nomination and Remuneration Committee, with effect from 1 April 2014.
Annual variable remuneration		490,625		• 98% of the gross annual fixed remuneration: • On the recommendation of the Nomination and Remuneration Committee, at the meeting of 14 February 2014, the board of directors evaluated Jacques Gounon's variable remuneration for the 2013 financial year. • Taking into account the quantitative and qualitative criteria determined by the board of directors at its meeting of 14 February 2014 and the achievements recorded on the same date, the variable part was valued at c490,625, i.e. 98% of the gross annual fixed remuneration.
Multi-annual variable remuneration		N/A		Jacques Gounon does not receive any multi-annual variable remuneration.
Deferred variable remuneration		N/A		Jacques Gounon does not receive any deferred variable remuneration.
Attendance fees		55,500		(Amounts before withholding tax or deductions at source).
Exceptional remuneration		N/A		Jacques Gounon did not receive any exceptional remuneration.
Allocation of stock options and/or performance shares		N/A	No award in 2013.
Benefits in kind		8,888	personal vehicle.	Jacques Gounon receives an allowance of £540 per month for the use of his
Compensation linked to taking up or leaving a position		N/A		Jacques Gounon receives no such compensation.
Non-competition payment		N/A		Jacques Gounon does not have a non-competition agreement.
Supplementary pension plan		No amounts are owed for the year		In the same way as other senior managers employed in France by Eurotunnel Group, Jacques Gounon benefits, with respect to the French part of his remuneration, from the same supplementary pension plan offered to all senior managers beyond the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive officers and directors, is not a defined benefit plan. It is a defined contribution plan, as defined by article 83 of the French General Tax Code and article L 242-1 of the French Social Security Code.
Death, disability and health insurance			insurance scheme.	Jacques Gounon is a member of the company's death, disability and health
schemes			report (L 225-42).	The general meeting has an obligation to vote pursuant to the French Law on Economic Confidence and Modernisation of 26 July 2005. The decision to admit Jacques Gounon to this scheme was taken after publication of said law; as this decision is not subject to the regulated agreements procedure, it is not necessary for this agreement to be ratified by the general meeting based on a special auditors'
Name	Plan date and number		Type of option (existing or newly issued shares)	Value of the options Number of options granted during the year	Exercise price	Exercise period
N/A	N/A		N/A	N/A	N/A	N/A
		Plan date
List of names		and number		Number of options exercised during the year
N/A	N/A		N/A

●¹⁵ REMUNERATION AND BENEFITS

No service provision agreement has been entered into with the executive officers.

15.5. OTHER REMUNERATION POLICY CONSIDERATIONS

Remuneration of the members of the Executive Committee

Each year, the members of the Nomination and Remuneration Committee are informed of changes in the remuneration of the Chief Operating Officers and, where applicable, that of the other members of the Executive Committee.

Through this review of remuneration elements, the members of the Nomination and Remuneration Committee ensure consistency between the policy applied to executive officers and directors and the policy applied to the senior managers of the Group. The members of the Nomination and Remuneration Committee also examine the alignment of the managers' remuneration principles.

The remuneration of the Chief Operating Officers, which is decided by the general management, is made up of fixed annual remuneration supplemented by an incentivising variable part, the criteria for which are largely based on the Group's economic performance, as with the variable remuneration of the Chief Executive Officer and Deputy Chief Executive Officer. The variable financial part is accompanied by qualitative criteria to assess individual performance.

The members of the Executive Committee also receive remuneration made up of a fixed part, the amount of which is proportional to each one's responsibilities, supplemented by a variable part whose quantitative criteria depend on the Group's results in order to improve the sense of solidarity.

16. BOARD AND MANAGEMENT PRACTICES

	91
Chief Executive Officer and Deputy Chief Executive Officers	91
Executive committee	92
CONDITIONS APPLICABLE TO THE PREPARATION AND ORGANISATION OF THE WORK OF
THE BOARD OF DIRECTORS	92
Composition and organisation of the board of directors	92
Operation of the board of directors	97
Committees of the board of directors	98
BOARD OF DIRECTORS SELF-EVALUATION	103
PRINCIPLES AND RULES RELATING TO THE DETERMINATION OF REMUNERATION AND ALL
BENEFITS OF ANY KIND GRANTED TO CORPORATE OFFICERS	104
LIMITATIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER	104
SERVICE CONTRACTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS AND GENERAL
MANAGEMENT AND GET SA	104
SECURITIES TRANSACTIONS INVOLVING EXECUTIVE OFFICERS	105
CONCESSION COORDINATION COMMITTEE	105
INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES	105
Introduction	105
Internal control procedures	106
Risk management procedures	113
CORPORATE GOVERNANCE	115
ATTENDANCE AT THE GENERAL MEETING OF SHAREHOLDERS	116
	GENERAL MANAGEMENT

●¹⁶ BOARD AND MANAGEMENT PRACTICES

The introduction below, sections 16.1, 16.2, 16.3, 16.4, 16.5, 16.6, 16.9, 16.10, and 16.11, the elements likely to have an impact in the event of a public offer listed under item 25 of the cross-reference table in appendix V of this Registration Document, together constitute the report of the Chairman of the board of directors of GET SA pursuant to article L. 225-37 of the French Commercial Code. The Chairman and Chief Executive Officer instructed the company secretary to compile the content of this report, which was prepared by including contributions from several departments, including the finance department, the financial control department, the internal audit department, and the legal department. This report was sent to the statutory auditors and submitted to the general management, which considers it to be consistent with the systems in place within the Group. On the recommendation of the Audit Committee, the board of directors approved it on 12 March 2014.

The policy and rules agreed upon by the board of directors to determine the remuneration and all benefits granted to the executive officers are set out in chapter 15 of this Registration Document.

On 12 March 2014, in accordance with article L. 225-37 of the French Commercial Code, the Chairman of the board of directors drew up a report covering the following matters:

• the composition of the board of directors and the terms for the preparation and organisation of its work;
• the principles and rules established by the Nomination and Remuneration Committee and the board of directors to determine the remuneration and benefits of any kind granted to corporate officers;
• the internal control and risk management procedures implemented by GET SA;
• the limitations, if any, to the powers of the Chief Executive Officer;
• the corporate governance code to which GET SA refers; and
• the specific arrangements relating to the participation of shareholders in general meetings.

The corporate governance code to which GET SA refers is the code for listed companies established by the Association Fran ¸caise des Entreprises Priv ees ´ (AFEP) and the Mouvement des Entreprises de France (MEDEF) (the Afep/Medef Code).

Eurotunnel Group adapts its corporate governance to the specific needs of the business in a bid to ensure continual progress. In its governance structure, GET SA has adopted the combined system which consists of the appointment of one person to serve as both chairman and chief executive officer. The continued combination of the roles of chairman and of chief executive officer is justified to ensure a more efficient and reactive management, linked to the specific history of the business and in difficult regulatory, competitive and market environment. This continued combination of roles is in accordance with the good governance rules to which GET SA has always adhered.

Indeed, the binational nature of the business was reflected early on by the implementation of exacting governance standards within the Group which enable the preservation of the interests of all shareholders as well as a balance of power within the governance structures:

• the size of the board of directors (11 members) allows for real debate to take place and for clear and rapid decision-making, particularly as board members are committed to their role, are independently minded and bring to the business a wide range of skills. As part of the board self-evaluation in 2013, board members expressed their satisfaction with the manner in which discussions take place and how these are managed by the chairman of the board, their freedom of expression and the time allowed for discussion;
• the board of directors is very active, with 12 meetings in 2013;
• the majority of board members are independent (72%) subject to the approval by shareholders of the reappointment of board members on 29 April 2014;
• five board committees have been set up and each is very active: in 2013 more than 20 committee meetings took place, making a total of 32 meetings including full board meetings;
• some of the committees, including the Audit Committee and the nomination and remuneration committee, are exclusively composed of independent board members;
• so as to promote best ethical and governance practices within the Group, the board of directors set up an ethics and governance committee in 2013, the terms of reference for which can be found at paragraph 16.2.3 of this Registration Document;
• the Chairman and Chief Executive Officer is supported by a deputy chief executive officer and two chief operating officers; the board of directors appointed E. Moulin as deputy chief executive officer on 1 January 2014;
• the board of director appointed C. Neuville as a senior independent director who is responsible for monitoring and managing any potential conflict of interest situations that may arise for the executive management and other board members, for suggesting to the chairman of the board additional agenda items for meetings of the board of directors, as required, for ensuring that good governance takes place within the board of directors and committees, and for managing each year the evaluation of the board of directors on the basis of an anonymous detailed questionnaire on the roles and competence of the board, its functioning as a whole and the areas dealt with by the board and its committees.

Board members and the executive management have built a strong tradition of transparency and dialogue. The governance structure and the matter of the dissociation of roles are the subject of a specific item in the board self-evaluation questionnaire. For 2013, the current combined role (chairman and chief executive officer in one person) was also strongly supported.

The 2013 results illustrate the soundness of the strategies adopted and the quality of the teams implementing them. The board of directors strives to ensure the success of the Group and its good governance and so intends to renew the appointment of Jacques Gounon as Chairman and Chief Executive Officer in view of his achievements and performance in his leadership of the Group since 2007. Indeed, since his appointment as Chairman and Chief Executive Officer of GET SA on 9 March 2007, Jacques Gounon has led the financial restructuring – which saw the financial debt reduced from c9 billion to c4 billion – and the recovery of the Group, which enabled Eurotunnel Group to make a profit and pay its first dividend to shareholders in 2009. Jacques Gounon continued on with the restructuring of the Group, with the acquisition of a specialised rail freight company and associated logistics services in November 2009, leading to the constitution of the Europorte segment. Europorte now constitutes a source of growth for the Group with GB Railfreight, third rail freight operator in the United Kingdom, which was acquired in 2010. In 2012, Jacques Gounon helped secure the acquisition of three ships from the ex-SeaFrance company. Eurotunnel Group now manages the rail network in most of the main French ports. Group consolidated revenue totalled c1,092 million in 2013, an increase of 12% on 2012 and 54% on 2007.

16.1. GENERAL MANAGEMENT

16.1.1 CHIEF EXECUTIVE OFFICER AND DEPUTY CHIEF EXECUTIVE OFFICERS

The general management of GET SA is carried out by the Chairman of the board of directors without change in the governance structure, with an organisation including a board of directors in which the roles of chairman and chief executive officer are combined.

As indicated in the introduction above, the rationale for continuing to combine these roles is principally to ensure a more effective and responsive form of management, related to the particular history of the company and in a context of a challenging economic situation and an uncertain regulatory, competitive and market environment.

The board of directors sets the term of office of the Chief Executive Officer, which may not exceed his term of office as Chairman.

The Chief Executive Officer is vested with the broadest powers to act in all circumstances in the name of GET SA. The Chief Executive Officer exercises his powers within the scope of the corporate purpose and subject to the powers expressly conferred by law on shareholders and on the board of directors, as well as the limitations imposed by the internal rules described in section 16.5 of this Registration Document.

The Chief Executive Officer represents GET SA in its relations with third parties. GET SA is bound by decisions of the Chief Executive Officer that do not fall within its corporate purpose, unless it can prove that the third party knew or should have known in the circumstances, that the decision exceeded such purpose. However, the publication of the company's by-laws does not alone constitute such proof. Provisions of the by-laws and decisions of the board of directors limiting the powers of the Chief Executive Officer are not binding on third parties.

The Deputy Chief Executive Officer is tasked with supporting the Chief Executive Officer. With regards to third parties, the Deputy Chief Executive Officer represents the company in the same manner as the Chief Executive Officer; pursuant to article L. 225-56.II-2 of the French Commercial Code, he has the same powers as the Chief Executive Officer. The maximum number of deputy chief executive officers is three.

GET SA appointed Emmanuel Moulin as Deputy Chief Executive Officer with effect from 1 January 2014. A new distribution of the business supervision and support functions within the general management was put in place from that date:

• Jacques Gounon, Chairman and Chief Executive Officer, continues to be responsible for strategy, communications, safety and ethics, public affairs, internal audit, shareholder and investor relations, investment policy and secretariat to the board;
• the two Chief Operating Officers, Michel Boudoussier Chief Operating Officer Concession/Fixed Link and Pascal Sainson Chief Operating Officer Europorte – continue to manage their current respective businesses under the supervision of the Deputy Chief Executive Officer.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

The Deputy Chief Executive Officer oversees the business managed by the two Chief Operating Officers and continues to oversee the Group finance, legal, business services, treasury and Group human resources departments.

Where the Chief Executive Officer ceases or is prevented from carrying out his duties, in the absence of a decision to the contrary by the board of directors, the Deputy Chief Executive Officers continue to carry out their duties and fulfil their role until the appointment of a new Chief Executive Officer.

No person may be appointed as Chief Executive Officer or Deputy Chief Executive Officer if they are aged 65 or over. On reaching the age of 65, any Chief Executive Officer or Deputy Chief Executive Officer in office is deemed to have resigned.

The board of directors can terminate the appointment of the Chief Executive Officer at any time. The board can also terminate the appointment of the Deputy Chief Executive Officer, on the recommendation of the Chief Executive Officer.

16.1.2 EXECUTIVE COMMITTEE

GET SA has an Executive Committee composed of the persons named in section 14.3 above. The Executive Committee is chaired by the Chairman and Chief Executive Officer. The committee meets regularly to monitor the Group's performance and results and, if necessary, to adjust the Group's strategy. The Executive Committee coordinates the operation of the Group and ensures the proper functioning of the Group as a whole.

16.2. CONDITIONS APPLICABLE TO THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS

16.2.1 COMPOSITION AND ORGANISATION OF THE BOARD OF DIRECTORS

a) Members of the board of directors

At the date of this Registration Document, the board of directors of GET SA has 11 members, of whom eight are independent (representing 72% of board members in office), subject to the renewal of their appointment by the general meeting on 29 April 2014. On 20 March 2013, the board of directors, following a recommendation by the Nomination and Remuneration Committee, having considered the balance and diversity of its composition, increased the number of women board members to four, being more than 36% of the board, in accordance with the French law of 27 January 2011 on the balanced representation of women and men on boards.

The proportion of non-French board members is 36%. The average age of board members is 69.

The complementary expertise and experience of the board members is an advantage for the Group. Board members bring to the company a complementary range of experience and industrial, managerial, financial and scientific skills and a diversity of backgrounds with a mix of men/women, ages and nationalities.

Board members are appointed, re-appointed or removed by the general meeting of shareholders. The nomination committee assesses the composition and size of the board, oversees the assessment process for candidates for the position of member of the board, determines whether such candidates are qualified to become board members, in accordance with the criteria set out by the board and makes recommendation to the board of directors with regards to candidates.

The composition of the board of directors aims to balance experience, ability and independence whilst respecting the parity and diversity which reflect the bi-national nature of the business. Good synergy within the board depends on the diversity (in terms of nationality, ability, etc.), equality and complementarity of its members. The board of directors, as a whole, must also adequately reflect the communities within which Eurotunnel Group carries on its business (public/private, transport business, rail infrastructure, cross-Channel market, Franco-British business, a history of crises).

It is expected that board members should have the following essential qualities:

to be mindful of the interests of the company;
to be a good judge, in particular of situations, strategies and persons, based amongst other things on their experience;
to be able to anticipate so as to identify risks and strategic issues;
to have integrity, be present, active and involved.

The following qualifications or attributes are taken into account in the selection of board members: management and/or board experience, comprehensive and multi-disciplinary experience, integrity and professionalism, the personal qualities required to contribute actively to the discussions of the board of directors.

For the entire duration of their term of office, each board member must own at least 1,000 Shares. If, at the time of their appointment, board members do not own at least 1,000 Shares or if, during their term of office, they cease to own such number of Shares, they are deemed to have resigned unless the situation is remedied within a certain time.

If there are one or more vacancies on the board, the board of directors may, between two general meetings, make interim appointments in accordance with the provisions of article L. 225-24 of the French Commercial Code. The term of office of board members appointed in place of another is the remainder of the term of office of their predecessor. To ensure the continuity, coherence and quality of the board's work, GET SA offers new board members an induction period designed to facilitate their integration: on-site visits to facilitate an understanding of the company's business, a briefing on economic/financial data, the Group's key constitutional documents and the option to attend external training.

The term of office of board members is four years. The appointment terminates at the end of the ordinary general meeting called to approve the financial statements of the preceding financial year and held during the year in which their term of office expires. Since the general meeting of 26 May 2010, the appointment of half of the board of directors is renewed in a staggered manner every two years, so that, each time, renewal covers part of the members of the board of directors in accordance with article 12 of the Afep/Medef Code.

All outgoing members are eligible for re-election. Notwithstanding the above stipulations, the number of people aged 75 or over serving on the board of directors as individuals or as permanent representatives of legal entities may not exceed one third (rounded up to the nearest whole number, if applicable) of the number of board members serving at the end of each general meeting called to approve the separate financial statements. If this limit is exceeded, the oldest board member is automatically deemed to have resigned.

b) Chairman of the board of directors

The board of directors appoints one of its members as Chairman for a period identical to their term of office as board member, unless the board of directors sets a shorter term. The Chairman must be an individual.

The Chairman of the board of directors represents the board of directors. He directs and organises the work of the board of directors and reports on this to the general meeting. He ensures the proper functioning of GET SA and, in particular, that members of the board of directors are able to discharge their duties.

The age limit for the position of Chairman of the board of directors is 70. The term of office of the Chairman expires on the date of the ordinary general meeting called to approve the financial statements of the financial year during which the serving Chairman reaches the age limit. However, the board of directors may extend or renew the term of office of the Chairman for additional one-year periods, up to five times.

Should the Chairman be temporarily unable to carry out his duties or in the event of his death, the board of directors may appoint a board member to serve in his place. Where the impediment is temporary, the appointment is for a limited period, which may be renewed. In the event of the incumbent's death, the appointment is effective until a new Chairman is appointed. The Nomination and Remuneration Committee decided to consider and monitor the preparation of a succession plan to replace executive officers in the event of a sudden vacancy.

c) Meetings of the board of directors

The board of directors meets as frequently as the interests of the company require and at least three times each year. Meetings are called by the Chairman or by the board member designated to act in the Chairman's place and are held at the registered office or at any other place specified by the person who calls the meeting. However, if the board of directors has not met for more than two months, board members representing at least one third of the members of the board of directors and, if applicable, the Chief Executive Officer, may request that the Chairman call a meeting on a specific agenda.

Meetings of the board of directors are conducted in French with an unofficial translation in English. Documents provided to members for meetings of the board, as well as minutes of the meeting, are prepared in French with an unofficial translation in English.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

d) Quorum

The presence of at least one half of the serving members is required for a meeting of the board of directors to proceed to business. The internal rules of the board of directors provide that members are deemed to be present within the scope of article L. 225-37 of the French Commercial Code, for the purpose of calculating the quorum and majority, when they participate by videoconferencing or other means of telecommunication that enable them to be identified and to participate in the meeting in accordance with governing laws and regulations. This provision does not apply for the approval of decisions referred to in articles L. 232-1 and L. 233-16 of the French Commercial Code.

e) Majority rules

Decisions are taken by a majority of members present or represented, with the Chairman casting the deciding vote in the event of a tied vote.

f) Powers

The board of directors determines GET SA's business objectives and, as indicated in section 16.5, oversees their implementation. Subject to the powers expressly granted to shareholders in general meetings and within the limits of the corporate purpose, the board of directors may consider any matter affecting the proper functioning of GET SA and takes decisions in this respect in the interest of all shareholders.

In its relations with third parties, GET SA is bound by decisions of the board of directors that do not fall within its corporate purpose, unless it can prove that the third party knew or should have known in the circumstances that the decision exceeded the corporate purpose. However, the publication of the by-laws does not alone constitute such proof.

The board of directors may carry out such controls and checks as it deems appropriate. Each board member receives all information and documents needed to perform their duties in accordance with the conditions set out in the internal rules of the board of directors, particularly as regards confidentiality.

The board of directors may decide to establish committees for the purpose of considering issues that the board or its Chairman may submit for their review. The board of directors determines the composition and terms of reference of the said committees, which conduct their business under the responsibility of the board of directors. The board of directors also determines the remuneration of the committee members, if any.

The board of directors decides or authorises the issue of debt securities pursuant to article L. 228-40 of the French Commercial Code, unless the general meeting resolves to exercise this power.

g) Board members' rights, information and ethics (charter of ethics, internal rules, code of conduct)

The board of directors is committed to promoting best governance and ethical practices within the Group. The ethics and corporate governance committee of the board ensures that the ethical culture and principles applicable to its management and its entire staff, are communicated within the business.

The Group has put in place a Group Ethics Charter which applies the ethics policy already in place within the Concession to all entities which have joined the Group. The board secretariat monitors legislation and industry regulations, as well as best practice with regards to corporate governance, and ensures they considered in order to be implemented in the internal rules and procedures. In 2013, the Group also appointed an Ethics and Safety Director, who sits on the Executive Committee.

The director's charter sets out the rights and obligations of each board member, in particular with regards to conflicts of interests. Each board member undertakes to abide by this charter and carry out their duties with independence, integrity, loyalty and professionalism. As indicated below, the senior independent director ensures that the board and its committees abide by governance practices and is responsible for handling any conflict of interests of executive officers and other board members.

A code of good conduct with regards to securities transactions was put in place by the board of directors several years ago so as to avoid any insider trading issues. The first part of the code of good conduct sets out the essential ethical principles that apply and the second part sets out the applicable preventive measures.

The board of directors has adopted a set of internal rules to complement the laws, regulations and by-laws in place, specifying the role and functional practices of the board of directors and its committees, with particular attention given to the principles of the Afep/Medef Code.

The internal rules make specific provision with regards to the composition of the board of directors and the independence criteria applied to its members, the duties and powers of the board, information provided to members and the internal rules of each of its committees. The internal rules are regularly reviewed and supplemented or amended as necessary. The last review of the internal rules was carried out by the board at its meeting of 14 February 2014 so as to take into account the new role of senior independent director and changes made to the Afep/Medef Code in June 2013.

The main provisions of these internal rules are described below.

Role of the board of directors

As part of its administrative responsibilities, and in compliance with governing laws and the by-laws of GET SA, the board of directors:

• appoints or removes the Chairman and Chief Executive Officer and decides whether the Chairman and Chief Executive Officer's roles should be combined or separate;
• defines strategy and regularly reviews the strategic aims of GET SA and of the group comprising GET SA and the entities consolidated in its accounts, together with its proposed investments, divestments and internal reorganisations, the Group's overall human resources policy, in particular its remuneration and profit-sharing and staff incentive policy; carries out an annual appraisal of the performance of the general management;
• approves any agreement entered into directly or indirectly between a board member of GET SA and GET SA or any of its subsidiaries;
• considers major strategic transactions involving the acquisition or disposal of equity investments and assets, partnership agreements, joint ventures or cooperation agreements relating to research, development, industrial or commercial matters and more generally any transaction or undertaking that could have a significant impact on the financial or operating situation of the Eurotunnel Group; any significant transaction outside the approved business strategy is subject to prior approval by the board; this rule applies to external acquisitions and disposals, as well as major investments in organic growth or internal restructuring;
• is kept informed by its Chairman and its committees of all significant events affecting the business, financial situation and cash flow of GET SA and Eurotunnel Group;
• sets the annual performance objectives of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer;
• takes note of the essential characteristics of the internal control and risk management systems adopted and implemented by the general management. Specifically, the board checks with the general management that the coordination procedure and internal control and risk management systems are able to guarantee the reliability of the company's financial disclosures and give a true and fair view of the results and financial position of the company and the Group;
• ensures that strategies and objectives are in place for the known major risks facing the company, and that these major risks are factored into the company's management; and
• ensures that proper information is provided to shareholders and the public, particularly through the control that it exercises over information provided by the company; in this capacity, it defines the communication policy of GET SA concerning the rate of publication of financial information relating to the Eurotunnel Group.

Members of the board of directors

• Irrespective of their specific position or ability, each board member must act in the best interest of the company.
• Each board member must devote the time and attention necessary to fulfil their duties and participate in meetings of the board of directors and of the committees of which they are a member.
• The board of directors must be composed of members chosen for their skill and experience relevant to the business of Eurotunnel Group.
• Members of the board of directors may attend training sessions on the specific character of the business, its activities or its business sector, such training being organised by GET SA on its own initiative or at the request of the board of directors.
• The overall maximum amount of board members' fees was set at the combined general meeting of 20 June 2007. The amount and allocation of attendance fees was reviewed by the board of directors, on the recommendation of the nomination and remuneration committee, so that, in accordance with article 21 of the Afep/Medef Code, the manner in which this remuneration is allocated – which already takes into account the actual participation of each board member in meetings of the board of directors and of its committees – now gives greater emphasis to a variable element.
• Each board member is required to notify the AMF and GET SA of any acquisition, disposal, subscription or exchange of securities issued by GET SA or any transaction in related securities, in accordance with applicable regulations.
• The obligations of board members are as described in the Afep/Medef Code. Before accepting the position, board members must declare that they are aware of the general obligations of board members and of those specific to their role. Board members must be aware of all relevant provisions of the governing law, the by-laws of GET SA and the internal rules of the board of directors that apply to them.
• Each board member has the obligation to disclose to the board of directors any actual or potential conflict of interest between him and GET SA or Eurotunnel Group and must abstain from voting on matters considered at meetings of the board of directors to which the conflict of interest relates, unless the conflict of interest arises in connection with an agreement entered into in the ordinary course of business under normal conditions.
• The number of additional appointments held by members of the board of directors in listed companies outside the Group is limited to two additional appointments in listed companies outside the Group for executive officers and to four additional appointments in listed companies outside the Group for other board members. This includes any appointments held in foreign listed companies. Board members must inform the board of any new appointment. The limit is assessed on each appointment or re-appointment.
• Board members must all contribute towards determining the business strategy of Eurotunnel Group and overseeing the implementation of such strategy. They must supervise the management of Eurotunnel Group appropriately.
• All materials provided at meetings of the board of directors and all information obtained during or outside such meetings of the board of directors are strictly confidential without exception, irrespective of whether such materials or information were presented as confidential. Board members must consider themselves bound to secrecy beyond a mere obligation of discretion.
• In addition to this obligation of confidentiality, board members undertake not to make public statements in their capacity as members of the board of directors on any matter pertaining to Eurotunnel Group, whether or not related to meetings of the board of directors, without the prior consent of the Chairman.
• Every board member must comply with all market regulations intended to prevent market abuse that would be harmful to the interests and image of Eurotunnel Group.

Board proceedings, videoconferencing or teleconferencing

Each year the annual report includes a section on the activities and operation of the board of directors and its committees during the previous year.

The internal rules of the board of directors indicate that board members may participate in meetings by all means authorised by law and the by-laws, including by videoconferencing or teleconferencing as long as such videoconferencing or teleconferencing facilities (i) enable the transmission of at least the voices of the participants and (ii) satisfy technical requirements enabling the continuous and simultaneous transmission of the proceedings.

Board members' information

The Chairman or the Chief Executive Officer gives each board member the documents and information needed to carry out their duties, subject to the confidentiality obligations described in the internal rules.

Committees

The board of directors may establish temporary or permanent special committees, each consisting of at least three and no more than five members appointed by the board of directors, with one committee member designated by the board of directors as the committee chairman.

The board of directors has established an Audit Committee, a Nomination and Remuneration Committee, a Safety and Security Committee, a Strategy and Sustainable Development Committee and an Ethics and Corporate Governance Committee, as described in section 16.2.3 of this Registration Document.

Independent board members

At least half of the board members must be independent within the scope of and in accordance with the criteria of the Afep/Medef Code.

The criteria for board members to be reviewed as independent are the following:

• not to be an employee or executive director of GET SA or an employee or director of its parent or a company that the latter consolidates, and not having been in such a position for the previous five years;
• not to be an executive director of a company in which GET SA holds, either directly or indirectly, a directorship or in which an employee appointed as such or an executive director of GET SA (currently in office or having held such office for less than five years) is a director;
• not to be a customer, supplier, investment banker or commercial banker:
that is material to GET SA or the Group,
or for whom GET SA or the Group represent a significant part of their business.
The evaluation of how significant the relationship is with GET SA or the Group must be debated by the board of directors.
• not to be related by close family ties to an executive director;
• not to have been an auditor of the corporation within the previous five years;
• not to have been a director of the corporation for more than twelve years.

Board members representing substantial shareholders of the company may be considered independent so long as such shareholders do not participate in the control of the company. However, where the interest of the shareholder in question exceeds 10% of the share capital or voting rights, the board must consider the matter of the board member's independence, on the basis of a report from the nomination committee, taking into account the structure of the capital of the company and the existence of potential conflicts of interest.

The board of directors is required to verify at least once a year that board members satisfy the independence criteria set out above. After consideration of their individual position by the nomination committee, the board of directors resolved on 12 March 2014 that the following board members met the independence criteria set out in the Afep/Medef Code: Colette Neuville, Patricia Hewitt, Perrette Rey, Peter Levene, Colette Lewiner, Robert Rochefort, Philippe Vasseur and Tim Yeo.

Jacques Gounon, Chairman and Chief Executive Officer, Philippe Camu, a representative of GS Global Infrastructure Partners, the company's main shareholder, are not considered to be independent board members. Similarly, the same will apply until 31 May 2014 to Jean-Pierre Trotignon, whose appointment as Deputy Chief Executive Officer of Groupe Eurotunnel SA ceased on 31 May 2009. Therefore, as at 12 March 2014, there are eight independent board members out of a total of 11 (representing 72% of the board members in office), subject to their reappointment by the general meeting on 29 April 2014. More than half of the board members are independent in accordance with the provisions of the Afep/Medef Code.

Senior independent director

The board of directors has appointed Colette Neuville as senior independent director. In accordance with the internal rules of the board of directors, this board member must be independent as defined by the Afep/Medef Code. The senior independent director is appointed for the duration of his/her term of office as board member.

The senior independent director has the following duties:

• Monitor and manage any potential conflict of interest situations that may arise for the executive management and other board members;
• Suggest additional agenda items to the chairman for meetings of the board of directors, as required;
• Ensure that the board of directors and committees adopt good governance;
• Manage the annual evaluation of the board of directors on the basis of an anonymous detailed questionnaire on the roles and competence of the board, its functioning as a whole and the areas dealt with by the board and its committees.

In order to preserve his/her independence, the senior independent director is not remunerated for this role.

16.2.2 OPERATION OF THE BOARD OF DIRECTORS

In 2013, the board of directors held 12 meetings. The average attendance rate per meeting for board members was 96%.

Attendance at meetings of the board of directors in 2013

	Number of
Members	meetings	Attendance
Jacques Gounon	12	12	100%
Philippe Camu	12	12	100%
Patricia Hewitt	12	12	100%
Hugues Lepic	3	3	100%
Peter Levene	12	11	92%
Colette Lewiner	12	10	83%
Colette Neuville	12	12	100%
Perrette Rey	9	9	100%
Robert Rochefort	12	12	100%
Jean-Pierre Trotignon	12	12	100%
Philippe Vasseur	12	10	83%
Tim Yeo	12	12	100%

The high participation rate of board members throughout the year should be noted. This frequency and rate of participation are the first objective factor which, during 2013, ensured that the board of directors was in a position to fulfil its role and take the decisions appropriate to the development of GET SA.

In 2013, in addition to financial and legal authorisations, the board of directors concentrated mainly on issues of strategy, accounts and corporate governance.

During 2013, the board of directors finalised the financial statements as at 31 December 2012 and prepared the half-yearly financial statements as at 30 June 2013. It also considered the overall budget for 2014 and monitored the progress of the Europorte subsidiaries and of the maritime segment. During these meetings, the board of directors specifically considered and deliberated on the current course of business. The board also carried out a review of the risk map for the Group, as well as the activity of the internal audit function. The board resolved to put forward for shareholder approval various financial authorities as well as the re-appointment of the statutory auditors. The board resolved to renew the share buyback programme.

Regarding corporate governance, during the 2013 financial year, the board of directors adopted the Group Ethics Charter and approved in principle membership of the Global Compact. It carried out its self-evaluation; it reviewed the independent status of board members and co-opted Perrette Rey as member of the board and member of the Nomination and Remuneration Committee in place of Hugues Lepic. The board of directors approved the Chairman's report on internal control procedures for 2012. The board of directors determined the Chairman and Chief Executive's variable remuneration for 2012, on the recommendation of the Nomination and Remuneration Committee, and set the quantitative and operational targets that would determine the variable portion of his remuneration for 2013.

The board of directors followed the developments in the procedure started by the UK Competition Commission regarding the acquisition of three ships owned by the now defunct maritime operator, SeaFrance, as well as the procedure started by Eurostar with respect to charges set out in the 2014 Network Statement for the use of the Tunnel. The board also considered the draft submission of GET SA with regards to the arguments which may be developed in answer to the reasoned opinion of the European Commission addressed to France and the United Kingdom on 21 June 2013.

The board of directors considered the draft proposals for concrete short-term improvements at the terminals (high pressure cleaning of infrastructure, resurfacing of roads and pavements, painting, signage, improvement to lighting at the British terminal) and on Passenger Shuttles (new lighting system inside single-deck loaders, air conditioning reliability, onboard announcement system).

The board of directors has been following developments in the plan to run two high-voltage DC cables through the Tunnel. It worked on refinancing schemes for certain tranches of debt which were not implemented, and also monitored the company's safety and security policy during the year.

From the beginning of the year until 12 March 2014, the reporting date for the financial statements for the year ended 31 December 2013, the board of directors held two meetings. The average attendance rate was 91%. These meetings included work on finalising the consolidated and parent company financial statements as of 31 December 2013, consideration of the Chairman's report pursuant to the provisions of article L. 225-37 of the French Commercial Code, the board of directors' reports to the general meeting and the self-evaluation of the board of directors, as well as the determination of the variable remuneration of the Chairman and Chief Executive Officer for the 2013 financial year.

16.2.3 COMMITTEES OF THE BOARD OF DIRECTORS

Pursuant to the option given by article 22 of its by-laws, the board of directors has formed an Audit Committee, a Nomination and Remuneration Committee, a Safety and Security Committee, a Strategy and Sustainable Development Committee and an Ethics and Corporate Governance Committee, to assist in the management of GET SA. The terms of reference of these committees are governed by the internal rules of the board of directors and its committees. Each committee has a Chairman.

Audit Committee

The Audit Committee is composed of three members chosen from among the board members other than the Chairman of the board of directors, including at least two from among the independent board members in accordance with article 16.1 of the Afep/Medef Code. The board of directors appoints one of the members as chairman of the Audit Committee. At least one member of the Audit Committee must have ''specific expertise in finance or accounting matters'' and be ''independent'' and the other members of the Audit Committee must have minimum expertise in financial and accounting matters if they are not experts in the matter.

The Audit Committee is composed of Robert Rochefort (chairman), Colette Lewiner and Colette Neuville.

Two thirds of the committee are female and, in order to strengthen the role of independent board members, all members of the committee are independent board members. GET SA complies with the provision of the Afep/Medef Code relating to the presence of two thirds of independent board members.

The chairman of the committee, with regard to his professional experience (former chief executive of CREDOC, the French research centre for the study and observation of living conditions, chairman of GET SA Audit Committee since 2007, member of several committees and boards including the Scientific Council of Statistics, manager of the statistics department of the National Health Insurance Fund), his academic training (a post-graduate degree in economics and a masters degree in mathematics) and his specific knowledge which is useful for the work performed by the committee, has specific expertise in finance and accounting matters.

Furthermore, all committee members have expertise in financial or accounting matters, by virtue of their training and professional experience, thus covering a broad and comprehensive range of fields, as their professional careers confirm (chapter 14 of this Registration Document).

The Audit Committee meets at least four times a year upon notice of its chairman.

The duties of the Audit Committee are to:

• Monitor the process of preparation of the financial and accounting information; before presentation to the board of directors, the Audit Committee examines the consolidated and parent company financial statements, together with budgets and forecasts; it reviews the accounting and financial information, particularly the financial statements, checking that important events or complex transactions have been properly accounted for (significant acquisitions or disposals, restructuring, hedging transactions, the existence of special purpose vehicles, significant provisions, etc.) which have had an impact on the company's financial statements; it also monitors financial information.
• The Audit Committee is informed of the architecture of all systems for establishing accounting and financial information; when financial information is taken from an accounting process, it must be coherent with the accounting information that is produced; if it is not taken from an accounting process, the Audit Committee must make sure that the information comes from a process that is sufficiently structured and organised to be able to judge the quality and reliability of this information (non-standardised performance indicators, restructuring plan, etc.).
• Ensure the statutory audit of the financial statements by the statutory auditors. The Audit Committee holds discussions with the statutory auditors and examines their conclusions, to learn the main areas of risk or uncertainty concerning the annual or consolidated financial statements. The Audit Committee examines the main factors having an impact on the audit approach (scope of consolidation, acquisition and disposal transactions, accounting options, new standards applied, large transactions, etc.) and significant risks relating to the preparation and processing of the financial and accounting information identified by the statutory auditors.
• Monitor the effectiveness of internal control and risk management systems: the Audit Committee checks the existence of internal control and risk management systems, and that they are made use of, and makes sure that the weaknesses identified are dealt with by corrective action. This applies to risks already accounted for and those identified by the internal control and risk management systems and which could have an impact on the accounts; for this assignment, the Audit Committee may examine the results of the work of internal and/or external audits performed on these subjects. The Audit Committee is not involved in the implementation of the said systems, nor the corrective actions, which are the responsibility of general management.
• Ensure that the independence of the statutory auditors is monitored: the committee is in charge of controlling the selection and re-appointment of the statutory auditors, where appropriate using a call-for-tenders procedure, of issuing an opinion on the amount of fees requested by them, and issuing a recommendation on the statutory auditors proposed for appointment by the general meeting.

The Audit Committee met six times in 2013; the average attendance rate of board members per meeting was 100%.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

Audit Committee meeting attendance for 2013

Members	Number of meetings		Attendance
Colette Lewiner	6	6	100%
Colette Neuville	6	6	100%
Robert Rochefort	6	6	100%

During the accounts closing process, the Audit Committee receives the report of the statutory auditors and the presentations of the accounts by the finance department. More detailed presentations are given by other managers or external consultants on certain subjects, including internal control and risk management. It reports on its work to the board of directors.

In 2013, the Audit Committee examined the statutory and consolidated financial statements for the year ended 31 December 2012 and the proposed interim financial statements before they were presented to the board of directors, and expressed its opinion on the proposed financial statements to the board. As part of this work, the Audit Committee examined the accounting treatment of material transactions during the period, accounting methods, the scope of consolidation and the main items of financial reporting relating to the financial statements. It heard from the head of internal audit on the activities carried out by internal audit in the first half of 2012. It reviewed the procedures for identifying, monitoring and managing risks and internal audit, reviewed the risks and analysed the 2012 risk map, and examined significant financial and operational risks. It also considered the internal audit plan for 2013.

Between the beginning of the year and 12 March 2014, the Audit Committee held three meetings. The attendance rate of its members was 100%. These meetings covered the examination of the proposed consolidated and statutory financial statements at 31 December 2013, the accounting treatment of material transactions during the period and the accounting methods. The committee monitored the independence of the statutory auditors. It reviewed the procedures for identifying, monitoring and managing risks and internal audit, reviewed the risks and analysed the 2013 risk map, and examined significant financial and operational risks. It also reviewed the internal audit plan for 2014.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is composed of four members chosen from among the board members other than the Chairman of the board of directors, at least two of whom are independent board members. The board of directors appoints one of the members as chairman of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee was composed of Colette Neuville (chair), Philippe Vasseur, Robert Rochefort and Hugues Lepic until 20 March 2013, when Hugues Lepic left the board of directors. Perrette Rey replaced Hugues Lepic from the committee meeting held on 7 November 2013.

In order to strengthen the role of independent board members, all members of the committee are independent board members and the committee is chaired by an independent board member.

Members of the Nomination and Remuneration Committee:

• must not have any personal financial interests in the decisions of the Nomination and Remuneration Committee, other than those of a board member and a member of the Nomination and Remuneration Committee; and
• must not have any reciprocal relationship with an executive board member of GET SA that could suggest that they reached an agreement to increase their respective salaries.

The committee makes recommendations to the board of directors with regard to the selection of new board members. The Nomination Committee assesses the size and composition of the board of directors and identifies the persons who are qualified to join the board, in accordance with the admission criteria for board members prescribed by the board, a summary of which appears in section 16.2.1 a). The Nomination Committee oversees the assessment process for candidates to the position of board member.

The Nomination and Remuneration Committee may also propose the appointment or removal of the Chairman and Chief Executive Officer, or the appointment or dismissal of the Deputy Chief Executive Officers or Chief Operating Officers, and the appointment of successors for them.

The Nomination and Remuneration Committee met seven times in 2013. The average attendance rate of members per meeting was 100%.

	Number of
Members	meetings		Attendance
Hugues Lepic	3	3	100%
Colette Neuville	7	7	100%
Perrette Rey	3	3	100%
Robert Rochefort	7	7	100%
Philippe Vasseur	7	7	100%

During these meetings, the Nomination and Remuneration Committee formulated the remuneration of executive officers, to be approved by the board of directors. It decided the financial and operational objective criteria for determining the variable remuneration of the Chairman and Chief Executive Officer, to be proposed to the board of directors. The committee examined and approved the report in chapter 15 on the draft Registration Document for the year ended 31 December 2012.

The committee also reviewed the independence of the members of the board of directors. The committee prepared the resolutions presented for consideration and approval by the board of directors and prepared the appointment of Perrette Rey, who replaced Hugues Lepic. The committee ensured that it put forward for approval by the board of directors a person fulfilling the criteria of the vacant post and able to bring to the business complementary abilities, experience and background. The committee also considered the proposal to appoint Emmanuel Moulin, who was then Chief Financial and Corporate Officer, as Deputy Chief Executive Officer.

Between the start of the year and 12 March 2014, the Nomination and Remuneration Committee held four meetings. The attendance rate of its members was 100%. These meetings covered the examination of the account given in the Chairman's report concerning the principles and rules used to determine the remuneration and benefits of any kind granted to corporate officers, the determination of the amount of the Chairman and Chief Executive Officer's variable remuneration for 2013, the establishment of criteria for determining the Chairman and Chief Executive Officer's variable remuneration for 2014. The committee worked on an employee and executive profitsharing scheme, with the twofold aim of aligning the interests of employees and executive officers with those of shareholders and maximising shareholder value. The first part of this scheme, presented to the general meeting on 29 April 2014, is a collective bonus share award scheme for all employees of GET SA and the Group's subsidiaries, except for executive officers (corporate officers or salaried members of the Executive Committee). The second part consists of awarding executive officers and management non-voting shares convertible after four years into ordinary shares, provided ambitious performance criteria have been met.

The committee examined the draft report of the board of directors to the general meeting on executive remuneration, as contained in chapter 15 of the draft Registration Document for the year ended 31 December 2013. On 10 March 2014, the committee reviewed the independence of members of the board of directors.

Safety and Security Committee

The Safety and Security Committee is composed of Jean-Pierre Trotignon (chairman), Jacques Gounon and Patricia Hewitt.

This committee met four times in 2013. The average attendance rate was over 91%. Since safety and security are key issues for Eurotunnel Group, the board of directors decided at a meeting held in 2007 to enable the Safety and Security Committee to strengthen its operating procedures by creating working subgroups. In 2013, the working subgroups met 12 times.

The Group Safety and Security Committee is tasked with monitoring safety and security issues within each sector of activity of the Group.

The committee meets quarterly regarding matters pertaining to the Concession. It monitors individual and collective safety indicators, and indicators regarding work-related accidents of Group employees and sub-contractors; action plans are regularly considered in detail. In 2013, the committee closely monitored changes to key sub-contractors such as the French First Line of Response. The committee was also involved in studies regarding the development of Truck Shuttle superstructures and in the thinking on evacuation procedures for High-Speed Passenger Trains. With regards to security issues, the committee has considered in particular the difficulties resulting from the increase in the number of migrants seeking to travel illegally to the United Kingdom.

The committee meets four times per year to consider issues related to rail freight subsidiaries, with two meetings devolved to GBRf and two to EPF and Socorail. The main business of the committee is to monitor safety indicators and the training and awareness actions taken by each subsidiary.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

The committee also meets as and when necessary to deal with matters arising and for site visits.

The committee comprises Jean-Pierre Trotignon (Chairman), Patricia Hewitt and Jacques Gounon. The key operational managers attend each of the committee meetings with regards to their area of the business: for the Tunnel, the Chief Operating Officer – Concession/Fixed Link, the safety and sustainable development director, the security and crisis management director, the public affairs director and the internal audit director; for each of the rail freight subsidiaries, the chief executive of the subsidiary, the operations director and the safety manager. Other managers are invited to attend depending on the matters under consideration by the committee. Finally, since 2013, the committee has engaged in discussion with the management of some of the key sub-contractors that presented to the committee their actions and results with regards to safety and security.

Between the start of the year and 12 March 2014, the committee met once with a 100% attendance rate.

Strategy and Sustainable Development Committee

The Strategy and Sustainable Development Committee examines all questions concerning the strategic and environmental objectives of the company or the Group and reports on these to the board of directors.

In its strategic function, the committee intervenes in the following fields:

• strategic objectives of GET SA and the Group,
• significant acquisition or disposal transactions and strategic partnership agreements,
sizeable internal restructuring operations,
operations outside the approved strategy of GET SA or the Group,
• significant financing operations or those likely to substantially change the financial structure of GET SA or the Group.

In its sustainable development role, this committee, which was founded in line with the Group's longstanding policy on health, safety and the environment, is responsible for regularly examining the performance of GET SA and the Group in environmental matters and the strategic objectives designed to promote good environmental management, preserve natural resources and limit the impact of GET SA and the Group's activities on the environment.

The Strategy and Sustainable Development Committee is composed of a maximum of four board members appointed by the board of directors. The Chairman and Chief Executive Officer of GET SA is a member of the committee. The Strategy and Sustainable Development Committee meets at least once every six months, and is convened by its chairman. Depending on the agenda, the committee may invite persons who deal with issues relating to sustainable development in the various parts of the business and representatives from the various operational departments of GET SA, the Group or the rail freight subsidiaries.

This committee is composed of Tim Yeo, chairman, Philippe Camu, Peter Levene and Jacques Gounon. The Strategy and Sustainable Development Committee met twice in 2013. The attendance rate was over 87%.

In its strategic role, the committee focused particularly on the progress of the project to run two high-voltage direct current cables through the Tunnel, creating a 500/1,000 MW interconnector between France and England, and examined the development of the maritime business.

As part of its environmental brief, the committee contributed to formalising the Group's CSR policy, as indicated in chapter 17 of this Registration Document, and examined a ''green plan'' for the business, which sets the environmental priorities of a long-term sustainable development programme built around the themes used in Eurotunnel's overall CSR strategy and detailing targets and requirements for each proposal.

Between the start of the year and 12 March 2014, the committee met once on 12 February 2014 with an attendance rate of 100%.

Ethics and Corporate Governance Committee

The growth and longevity of the Group cannot be envisaged without sharing a common heritage of ethical values and principles, which must, inspire and guide the everyday actions of all the women and men of the Group. In order to enable the board of directors to encourage best governance and ethical practices at the Group, in 2013 it established a new committee, the Ethics and Corporate Governance Committee, to perform the following specific tasks:

• To develop and recommend to the board of directors corporate governance principles applicable to the company and monitor their subsequent implementation;
• To ensure ethical conduct and discuss any related matters that the board of directors (or its chairman) submits for examination.

The Ethics and Corporate Governance Committee, comprises all the committee chairmen. This committee is chaired by the Chairman and Chief Executive Officer of GET SA who calls meetings of the committee. Depending on the agenda, the committee may invite persons who deal with issues relating to ethics and corporate governance and representatives from the various operational departments of GET SA, the Group or its subsidiaries.

This committee comprises five board members who each chair a board committee: Jacques Gounon (chairman), Colette Neuville, Robert Rochefort, Tim Yeo and Jean-Pierre Trotignon, The aim is for the predominantly ethical principles adopted by the Ethics and Corporate Governance Committee to inform the work of each of the other committees. The Ethics and Corporate Governance Committee met for the first time on 7 November 2013 with an attendance rate of 100%. It carried out a review in particular of the 2013 general meetings of companies in the SBF120, considered the analysis of the revised Afep/Medef Code, examined the annual report of the AMF on governance and executive remuneration, and agreed upon the actions and direction to be taken by the various committees of the board of directors for 2013/2014. The Ethics and Corporate Governance Committee ensures that the ethical culture and principles which apply to its executive management as well as all staff is circulated within the business.

16.3. BOARD OF DIRECTORS SELF-EVALUATION

Evaluation of the board of directors is carried out each year in accordance with article 10 of the Afep/Medef Code in a process overseen by senior independent director. The evaluation is based on a detailed anonymous questionnaire addressing the roles and powers of the board of directors, the board's functioning as a whole and the individual areas of activity of the board and its committees. Using a questionnaire makes the evaluation process more objective and, as a result, the assessments made by the board members may be weighted. The summary report prepared by the senior independent director forms the basis of the board discussion which take place each year.

In the interest of continuous improvement, in 2012, the decision was taken to strengthen the questionnaire with regard to best practices, by aligning its contents with the latest standard issued by the Association Fran ¸caise des Entreprises Priv ees ´ (AFEP). This questionnaire comprises 120 questions around six main themes:

• composition of the board and term of office;
• meetings of the board of directors (organisation of meetings, directors' access to information, content and quality of debates, relations with committees, director training, minutes);
• internal rules;
• attendance fees;
• quality of the assessment;
• role and performance of specialised committees.

Broadening the scope of this questionnaire has enabled board members to refine their assessments of the functioning of the board of directors and its committees.

All members of the board of directors (other than the Chairman and Chief Executive Officer), namely ten board members, responded. They were invited to give a score of 1 to 5 with:

• 1 corresponding to ''Yes'';
• 2, ''Mostly yes'';
• 3, ''Unsure'';
• 4, ''Mostly no'';
• 5, ''No''.

The senior independent director presented an analysis of the findings to the board of directors at its meeting on 14 February 2014.

The average score for all answers is 1.43. The overall opinion of board members on the board and its workings is positive. The diversity of skills and experience, as well as the diversity in terms of nationality, are considered satisfactory. With an average score of 1.40, the effective contribution of each board member to the functioning of the board (skills and involvement) was considered extremely satisfactory. Board members are satisfied as to the manner in which the discussions take place and are overseen by the chairman of the board, as well as the freedom of expression and the time given to debate. The current governance structure (with a combined role of chairman and chief executive officer) was also largely approved (1.80).

●¹⁶ BOARD AND MANAGEMENT PRACTICES

The board of directors discussed the manner in which it operates in a collegiate pooling of impartial views, and considered pragmatic ways to improve and how these might be put into practice. A clear improvement in the information given to board members was noted with the systematic distribution of a Group business update, regardless of the length of time between meetings. There is strong approval of the focus on strategy, with members in favour of the organisation of a strategy seminar. Board members would welcome the attendance of more senior managers of the Group at board meetings to talk about their areas of responsibility, business, objectives and results. They would also welcome more information on the work of the different board committees.

16.4. PRINCIPLES AND RULES RELATING TO THE DETERMINATION OF REMUNERATION AND ALL BENEFITS OF ANY KIND GRANTED TO CORPORATE OFFICERS

Principles and rules relating to the determination of remuneration and all benefits of any kind to which corporate officers are entitled are determined by the board of directors on the recommendation of the Nomination and Remuneration Committee in accordance with the board's internal rules. These are set out in chapter 15 of this Registration Document.

16.5. LIMITATIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER

The Chief Executive Officer is vested with the broadest powers to act in all circumstances in the name of GET SA. The Chief Executive Officer exercises his powers within the scope of the corporate purpose and subject to the powers conferred by law expressly on general meetings of shareholders and the board of directors. He represents GET SA in its relations with third parties.

Neither the provisions of the by-laws of the company nor any decisions of the board of directors limiting the powers of the Chief Executive Officer can be enforced against third parties.

Pursuant to article 1 of the internal rules of the board of directors, major strategic transactions involving the acquisition or disposal of equity investments and assets, partnership agreements, joint ventures or cooperation agreements relating to research, development, industrial or commercial matters and more generally any transaction or undertaking that could have a significant impact on the financial or operating situation of the Group come within the remit of the board of directors. Article 1 of the internal rules also states that:

• any significant transaction outside the approved business strategy is subject to prior approval by the board of directors;
• these rules apply not only to external acquisition or disposal transactions but also to any significant investments in organic growth or any internal restructuring transaction.

16.6. SERVICE CONTRACTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS AND GENERAL MANAGEMENT AND GET SA

To the knowledge of GET SA, there are no service contracts between corporate officers and GET SA that provide for the granting of any particular benefits under the terms of such contracts.

GET SA has made no undertakings for the benefit of Jacques Gounon. Jacques Gounon has been the Group's Chairman and Chief Executive Officer since 2005 and, due to the binational nature of the Concession, receives part of his remuneration from Eurotunnel Services Limited. Under English law, which cannot be derogated or waived, this technically imposes a service contract governed by English law. This contract does not involve any undertaking by the company for Jacques Gounon's benefit, and Jacques Gounon has not been granted any contractual severance package. In addition, in the event that Jacques Gounon's role as Chief Executive Officer is terminated, to avoid Eurotunnel Services Limited having to give Jacques Gounon notice in accordance with the Group's rules for senior managers – i.e. one month's notice per year of service, capped at 12 months – Jacques Gounon proposed in 2008 to the Nomination and Remuneration Committee to limit the notice period applicable to the contract to the minimum required under English law, which is one week per year of service, capped at 12 weeks. The proposal was accepted by the board of directors of GET SA. The Afep/Medef recommendation, which is to terminate a person's employment contract if they are appointed as a corporate officer, cannot be applied to the Chairman and Chief Executive Officer, since it is in contradiction with a mandatory provision of English law, which is complied with in principle, but the effect of which has been limited to the strict legal minimum.

16.7. SECURITIES TRANSACTIONS INVOLVING EXECUTIVE OFFICERS

In accordance with article L. 621-18-2 of the French Monetary and Financial Code and articles 223-22 et seq. of the General Regulations of the Autorite des March ´ es Financiers ´ , transactions involving GET SA financial instruments carried out by any member of the board of directors, the Chairman and Chief Executive Officer or any persons to whom they are related must be declared(1).

In accordance with article 223-26 of the General Regulations of the Autorit e des Marches Financiers ´ ´ , the following table presents the transactions that were declared by the Chairman and Chief Executive Officer, the other members of the board of directors of GET SA or any persons to whom they are related during the 2013 financial year:

Board member	Financial	Type of	Transaction	Transaction	Unit	Number	Transaction
	instrument	transaction	date	location	price	of units	amount
Perrette Rey	Shares	Acquisition	19/06/2013	Euronext Paris	c6.319	1,000	c6,319.00

Any transactions undertaken by the corporate officers in connection with GET SA financial instruments are governed by the code of conduct drawn up by the board of directors. In accordance with AMF recommendation no 2010-07 dated 3 November 2010 concerning the prevention of insider trading by executive officers of listed companies, the first part of the GET SA code of conduct states the essential ethical principles and the second part presents the applicable preventive measures.

16.8. CONCESSION COORDINATION COMMITTEE

The Concession Coordination Committee is described in section 14.7 of this Registration Document.

16.9. INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

16.9.1 INTRODUCTION

a) Legal framework

French legislation sets out the responsibilities of executive officers in respect of internal control.

Pursuant to the French law of 3 July 2008 (covering miscellaneous provisions on the adaptation of company law to community law, known as DDAC), the Chairman of Groupe Eurotunnel SA (GET SA) reports on the internal control and risk management procedures in place within the company in a separate report attached to the management report and the annual report (article L. 225-37 paragraph 6 of the French Commercial Code).

Under article L. 225-235 of the French Commercial Code, the statutory auditors are required to present, in a separate report attached to the management report, their observations on the part of the Chairman's report which covers the internal control and risk management

⁽¹⁾ Where transactions carried out by any one of these executive officers total more than d5,000 in any one calendar year.

procedures for accounting and financial information. The statutory auditor's report can be found in Annex I to this Registration Document.

b) Reference

This report is based on the ''reference framework'' established under the auspices of the AMF. GET SA has referred to the report of the working group on the Audit Committee of 22 July 2010 in the Chairman's report on internal control and risk management procedures.

c) Responsibilities of the GET SA board of directors for internal control

The GET SA board of directors is responsible for ensuring (i) that the significant risks facing Eurotunnel Group, and the effectiveness of the internal control system in managing those risks, are assessed at least annually; (ii) that any weaknesses in internal control are identified and taken into account; and (iii) that internal control and risk management are an integral part of Eurotunnel Group's operations. To this end, in accordance with article L. 225-37 paragraph 10 of the French Commercial Code, the GET SA board of directors approved the report drawn up by its Chairman.

A description of the internal control and risk management procedures in operation within Eurotunnel Group is presented in sections 16.9.2 and 16.9.3 below.

16.9.2 INTERNAL CONTROL PROCEDURES

The description of the internal control procedures includes:

• an overview of the main internal control mechanisms in place within the Eurotunnel Group; and
• a detailed description of the controls over the accounting and financial reporting processes.

a) Definition of internal control

Internal control is a company system, which the company is responsible for defining and implementing. It comprises a set of resources, behaviours, procedures and actions tailored to the particular features of each company which:

• contributes to the effective management of its business, the efficiency of its operations and the efficient use of its resources, and,
• allows each company to appropriately manage significant risks, whether operational, financial or compliance-related.

The system specifically seeks to ensure:

• compliance with the laws and regulations;
• implementation of the instructions and direction decided by the general management;
• the proper functioning of the company's internal processes, particularly those related to safeguarding its assets;
• the reliability of financial information.

The activities of internal control go beyond merely following a set of procedures and are not limited to accounting and financial processes. It does not, however, cover all initiatives undertaken by corporate or management bodies, such as setting the company's high-level strategy, setting objectives, management decisions, risk management or performance monitoring. Nor can internal control provide an absolute guarantee that the company will meet its objectives.

b) Objectives of internal control

The objectives of internal control are specifically to ensure:

• Compliance with the laws and regulations:

This means the laws and regulations to which the company is subject. Governing laws and regulations define standards of behaviour which the company then incorporates into its compliance objectives. Because of the large number of areas of law involved (company, commercial, environmental, social, etc.), the company has a specific organisation to:

– identify the various rules relevant to it;
– be kept informed within a reasonable timeframe of any amendments to these rules (legal monitoring); translate these rules into internal procedures; inform and train employees on those rules that affect them.

• Implementation of the instructions and direction decided by the general management: Instructions and direction given by general management make clear to employees what is expected of them and where they have freedom to act. The instructions and direction are communicated to employees based on the individual objectives assigned to each and reflect the objectives pursued by the company and the risks involved.

• The proper functioning of the company's internal processes, particularly safeguarding its assets:

This covers all operational, industrial, commercial and financial processes. The proper functioning of processes requires that functional standards or principles be established and monitoring indicators defined. ''Assets'' here means not just ''property, plant and equipment'' but also ''intangible assets'' like know-how, image and reputation. These assets may be destroyed by theft, fraud, poor productivity, mistakes, or the results of a bad management decision or weak internal control. The processes guarding against these issues are a matter of especial attention.

Ethics have always been a key to the company's overall performance. With the introduction of the Bribery Act in the UK, the Group has reviewed its anti-corruption policy and put in place various appropriate measures, notably to remind employees and partners of the importance of this issue. For the Group, ethics and integrity are the surest guarantee of sustainable and responsible growth.

The same is true of the processes for compiling and processing accounting and financial information. These processes include not only those directly related to producing the financial statements, but also the processes for translating economic transactions into accounting movements.

• The reliability of financial information:

The reliability of financial information is guaranteed by internal control procedures that ensure all transactions carried out by the organisation are correctly accounted for. The quality of internal control is assured by a segregation of duties, with clear lines drawn between recording, operational and archiving tasks, by a clearly defined structure that identifies sources and recipients for all information produced, by an internal control system for accounts that ensures transactions comply with general and specific instructions and that they are recorded in a way that generates GAAP-compliant financial information.

c) Components of internal control

Eurotunnel Group adopts an approach based on the following five internal control components:

• An organisation that provides clear definitions of responsibilities, is appropriately resourced and skilled and is supported by appropriate IT systems, procedures, operational methods, tools and practices. The factors having an impact on the control environment include the integrity, ethics and competence of the personnel; the values of the executive officers and the style of management; the policy concerning the delegation of responsibility and training; appropriate organisation and procedures; and the interest shown by the board of directors in internal control and its ability to clearly specify its objectives.
• Internal communication of relevant and reliable information that allows everyone to fulfil their responsibilities. Relevant information must be identified and communicated in a manner that enables people to undertake their responsibilities. This means ensuring the effectiveness and integrity of the company's information systems and effective multi-directional communication throughout the organisation and with third parties, including regulators and shareholders.
• A risk management system that seeks to identify, assess and deal with the main risks that may affect the company's objectives. Risk assessment is the identification of risks which may significantly impair achievement of the entity's objectives, and the means provided or to be provided to manage such risks. In due consideration of constant changes to economic, industrial, regulatory and operating conditions, mechanisms are needed to identify and control risks associated with change.
• Proportionate controls for the issues at stake in each process, designed to make sure the necessary steps are taken to manage risks likely to impair achievement of the company's objectives. The application of regulations and procedures assists in the implementation of the guidelines issued by management. Control activities are performed throughout the organisation, at all levels and in all functions. They include actions such as approval, authorisation, verification, reconciliation, operating performance reviews, safeguarding of assets and segregation of duties.
• Permanent monitoring of the internal control system and regular assessment of its performance. Monitoring entails the periodic assessment of the internal control system's performance. It forms part of the group's day-to-day operations, and includes regular management and supervisory activities, as well as the work carried out by the audit functions. Internal control deficiencies are brought to the attention of management and the board of directors.

No internal control system, however, can provide an absolute guarantee that the above objectives will be met.

d) Eurotunnel Group's internal control system

The following developments summarise the main elements of the internal control system of Eurotunnel Group In 2013, the internal control measures were extended to the entire scope of consolidation of the Group.

i) Control environment

a) Organisation and responsibilities

GET SA's board of directors and the special committees set up by the board of directors are responsible for monitoring the internal control system within the Group. The structure, organisation and functioning of these entities are described in section 16.2.3 of this Registration Document.

The roles and responsibilities of GET SA's Executive Committee are described in section 16.1.2 of this Registration Document.

The Group has established two specific committees to address strategic issues:

• investment committee;
• commitments committee.

Within the Concessionaires, specific operational committees are in place and have responsibility for the following specific areas:

• safety committees;
• treasury risk management committee;
• service quality committee;
• IT development committee.

Formal delegation of authority and authorisation limits, approved by the GET SA board of directors, are in place in key areas including capital and operational expenditure, investment projects, treasury and financial operations, freight customer pricing agreements, revenue contract approval, etc.

Formal delegation of authority is in place in the main operational areas.

A company organisation chart is posted on the intranet and sets out the management structure and reporting lines. Formal job descriptions are in place in most areas.

b) Policies and procedures
• Formal policies and operating procedures are in place for the main areas of the Group's activities.
• The human resources policies set out the Group's values and operating principles, as well as the main policies in relation to working conditions and practices, staff training and development, and standards of conduct.
• The corporate code of ethics is an integral part of the Group's human resources policies. A more detailed ethics policy is in place for the purchasing function.
• Financial control is managed by a formal process of monthly reporting and quarterly budget revisions.
ii) Risk assessment
• The strategic plan, approved by the Management Committee, is presented annually to the GET SA board of directors. It defines the medium and long-term objectives of the Group and, taking account of the associated risks, sets out the action plans for achieving them.
• The annual budget sets out the key operational and commercial objectives for each of the Group's main areas of activity, as well as the budgeted financial results. The annual budget is presented to the GET SA board of directors.
• Performance criteria in the form of key performance indicators (KPIs) are established in the main identified risk areas, including safety, commercial performance and operational reliability. These indicators are reported on a weekly basis to the Executive Committee.
• An annual corporate risk assessment is carried out and the results reported to the GET SA Audit Committee and to the GET SA board of directors. This process covers the major risks throughout the Group, and is described in more detail in section 16.9.3 below.
• Specific risk assessment exercises are carried out in particular areas:
– Safety risk: a formal document entitled ''the Eurotunnel Safety Case'' is updated as often as required and at least every five years by the Safety and Sustainable Development Directorate. This document identifies the major risks to which the company's customers, employees, sub-contractors and visitors are exposed, and the measures in place to manage them. The Safety Case is formally approved by the Safety Authority of the IGC.

The Safety and Sustainable Development Directorate ensures that the documentation relating to emergency planning and to the individual and collective risk analysis programmes in the different areas of operations is kept up to date. These programmes are regularly reviewed by the Safety and Security Committee.

– Insurance risk: a full insurance risk assessment is carried out every three years to assess the adequacy of the Group's insurance cover. It is reviewed at the time of policy renewals.
– Internal control risk: the annual internal audit plan is based on an assessment of the risks and controls in the major internal control areas of the company's activities.
– IT risk: IT risks (intrusion, etc.) are managed by an IT security committee and covered by procedures and controls integrated in the IT systems.
– Treasury risk: interest rate and foreign exchange risks are reviewed on a regular basis by the treasury risk management committee.

iii) Control activities

The main control activities are set out in paragraph e) below.

iv) Information and communication

In addition to the strategic plan and annual budget referred to above, the GET SA board of directors receives a monthly report setting out the financial results and position, as well as a summary of operational and commercial performance.

At each meeting, the GET SA Safety and Security and Audit Committees receive activity reports relating to the relevant areas. The chairmen of these committees keep the GET SA board of directors informed of the work of their committees.

The following documents are also sent each month to members of the GET SA Executive Committee:

• a financial reporting pack providing details of financial results and performance in relation to the budget; and
• a report on Key Performance Indicators in each area of activity:
– safety;
– commercial performance and market share;
– productivity, operational reliability and service quality;
– employee numbers and related statistics;
– financial results in relation to the budget and to the latest forecasts.

The members of the GET SA Executive Committee also receive a weekly report on key data relating to safety, human resources, operations and commercial and financial performance.

Eurotunnel's intranet system, ETNet, provides regular information to all staff on the main policies, procedures and activities of the Group. Regular communication with Eurotunnel's personnel is also carried out through an electronic newsletter and a periodic general meeting, the Management Forum.

v) Monitoring

• The corporate risk assessment process is continuous and is under the full-time responsibility of a senior manager (see section 16.9.3 below).
• The Audit Committee monitors the effectiveness of internal control by means of reports from the internal audit department, whose work is planned so as to ensure an appropriate coverage of the main risk factors. A formal process exists for the correction of weaknesses highlighted in internal audit reports. The status of ongoing corrective actions is presented to the Audit Committee. During 2013 and up to the date of this Registration Document, GET SA has identified no major shortcomings in its internal control system.
• Internal audit consults the Safety and Security Committee on an annual basis to identify audit requirements in these areas.
• The Safety and Security Committee monitors performance in these areas by means of quarterly reports from the security and sustainable development department. These include the reporting of safety performance against its target, the results of safety evaluations and an update on security matters.
• The Safety and Security Committee has created two sub-groups, one responsible for emergency planning and the BINAT exercises and the other for security issues.
• Specific steering groups monitor the progress of major projects (e.g. large-scale maintenance, ERTMS, GSM-R, SAFE).
• The treasury risk management committee (TRMC) monitors foreign exchange and interest rate trends and the use of financial instruments on a monthly basis as well as cash flow, cash and compliance with banking covenants.

e) Controls over accounting and financial reporting

i) Control objectives

The quality of accounting and financial information relies on processes, detailed below, to ensure the information presented in the financial statements is true and fair.

Upstream process and accounts production

1. Truth: the transactions and events recorded actually happened and relate to the entity.
1. Completeness: all transactions and events that should be recorded have been recorded.
1. Measurement: amounts and other information relating to the transactions and events have been accurately recorded.
1. Accrual principle: transactions and events are recorded in the right period.
1. Classification: transactions and events are recorded under the right accounting item.

Accounts finalisation process

1. Existence: the assets and liabilities exist.
1. Rights and obligations: the entity holds and controls the rights to the assets and the liabilities reflect obligations incurred by the entity.
1. Completeness: all assets and liabilities which should be recorded have been recorded and all disclosures required by the financial standards have been included in the notes to the financial statements.
1. Measurement and allocation: assets and liabilities are recorded in the accounts at appropriate amounts and all the adjustments arising from their measurement or allocation are correctly recorded.
1. Presentation and intelligibility: financial information is appropriately presented and described and the disclosures given in the notes to the financial statements are clearly presented.
1. Truth/rights and obligations: the events, transactions and other items recorded actually happened and relate to the entity.
1. Measurement and valuation: financial and other data are reported accurately and in the correct amounts.

ii) Organisation and monitoring principles

Financial management is centralised in the Group's finance department, which is responsible for defining the Group's accounting rules and policies, cash management, consolidation of the Group financial statements and financial reporting. This centralised responsibility covers all the accounting entities of the Group, both in the United Kingdom and France, in addition to freight activities in Spain and Belgium.

Accounting is managed by each entity in accordance with the Group's accounting principles. Data are then passed to the Group's finance department for consolidation.

Formal processes are in place to fix and communicate within the Group the policies governing accounting and transaction control and the preparation of accounting and financial information for publication:

• written procedures covering all aspects of the operation of the finance department are available;
• the Group's accounting policies and rules are defined by the Group's finance department and notified to the various Group entities. A specific procedure is in place to define and communicate the accounting treatment of complex transactions. This involves prior consultation with the statutory auditors;
• controls to monitor the processes involved in transaction accounting are detailed in paragraph e) v) below;
• controls over the preparation of accounting and financial information for publication are detailed in paragraph e) vi) below.

iii) IT systems

A single integrated accounting system, SAP ECC, is used across all accounting entities, with the exception of GBRf. This system is integrated with other SAP modules managing freight and rail network sales, purchasing, inventory control, treasury, payroll and fixed assets. This caters for the automated transmission of transactions and accounting data relating to these activities.

For systems outside the integrated SAP environment – principally in the areas of passenger sales – accounting data uploads are automated. Reconciliation and verification controls are in place to ensure the completeness and accuracy of these interfaces.

The IT systems and environment are organised to ensure secure, reliable, accessible and relevant provision of accounting and financial information:

• Controls are in place to ensure the physical security of hardware and software, the integrity of data and the continuity of operation of the major computer systems, including the SAP system.
• Each IT application has a sponsor who is a member of the Concessionaire Management Committee; the sponsor is the sole authority for changes and for granting access to the system.
• Logical access controls based on individually defined user rights and passwords are in place for all IT systems; access rights reflect the roles and responsibilities of users and segregation of duties. The administration of user accesses is centralised within the IT department.
• Adequate controls are in place to protect the company's information systems against unauthorised access from outside the company. The adequacy of these controls is monitored on a regular basis.
• IT system data are regularly backed up; procedures are in place for the preservation and archiving of data and processes directly and indirectly involved in recording accounting data.

iv) Monitoring

Corporate general management is responsible for preparing the Group's consolidated accounts and implementing internal financial and accounting control systems. To do this, it has put in place a monitoring function to identify and manage the major risks that could potentially impact the preparation of accounting and financial information published by the Group:

• this function ensures the Group has the organisation and resources in place to account for its transactions accurately and in full;
• it oversees, via the management reporting processes, the reliability of the published accounting and financial information;
• it supervises the preparation and finalisation of accounts, paying particular attention to the accounting treatment of major or complex transactions, the quality of estimates used in the consolidated accounts and accounting procedures that are considered sensitive;
• it is informed of the auditors' conclusions about the consolidated financial statements. It also keeps itself informed of any significant risks or major weakness in internal control notified by the auditors and makes sure that these are addressed in the corrective actions taken by the Group.

The Audit Committee plays a crucial role in controlling the Group's financial reporting and in preparatory work for the financial statements and consideration of the interim statements by the board of directors.

• any changes to accounting policies are reviewed by the Audit Committee;
• for the closing of the accounts, the Group finance department submits a report to the Audit Committee on major accounting and reporting issues and options;
• the committee reviews the half-year and full-year consolidated financial statements at meetings scheduled at least four days before their presentation to the GET SA board of directors;
• these meetings are attended by the statutory auditors, who submit their formal reports.

v) Control of processes involved in transaction accounting

The reliability of published financial information depends on adequate controls over the transactions giving rise to accounting entries to ensure they are accurate, complete and compliant with the standards in force.

Intangible assets, property, plant and equipment and inventories

• Rules in place set criteria for identifying, measuring and accounting for all types of fixed assets.
• Accounting and control procedures are in place for the acquisition and disposal of fixed assets.
• Inventory and fixed asset (spare parts) movements are accounted for automatically.
• There is a periodic physical inventory check (cyclical and year-end stocktaking) and of major fixed assets.
• A process is in place for identifying and monitoring intangible assets and goodwill; a procedure for identifying indications of impairment is applied to all goodwill at every reporting date.

Operating revenue

• There are clearly defined rules for recognising sales.
• Formal procedures are in place to cover the recording and reconciliation of sales and receipts at each point of sale (check-in, pre-sales and internet).
• There is appropriate segregation of duties in the principal areas of sales recording, control and accounting.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

• Procedures are in place to control the completeness of invoicing and the reconciliation of data between the front-end sales systems and the accounting system.
• Procedures are in place for invoicing and accounting for revenue from the Railways.
• Formal Group-wide credit policy and procedures are in place for the approval of revenue contracts.

Purchases

• All major purchases are centralised through the group procurement department.
• Formal procedures and delegation of authority are in place for the management and approval of all purchases.
• There is segregation of duties between all stages of the procurement process (request, approval, execution, fulfilment control, receipt and payment).
• The SAP system performs an automated control of expenditure approval and order/receipt/invoice matching.
• All third-party payments are centralised through the finance department, and mandates are in place with the banks for the signature of all payment instruments.

Employee salaries and other benefits

• Payroll functions in the Group's various entities are subject to formal procedures.
• There is segregation of duties within HR departments in the key stages of the payroll process (approval and maintenance of employee data, entry and authorisation of variable pay, payroll processing and payment).
• The automated calculation of the payroll and its associated elements is carried out by specialist payroll systems.
• Accounting entries and payment files are generated and interfaced automatically within the SAP system.
• Processes are in place to control the measurement, recognition and reporting of information on retirement commitments and the shares and stock options granted to executive officers and employees.

Treasury/financial instruments

• Treasury management policies and procedures are approved by the GET SA board of directors on an annual basis.
• There is a segregation of duties between front and back office, with the back office controlling treasury management transactions; there is also segregation between the authorisation of expenditure, issuance of payment and its accounting recognition.
• Automatic banking reconciliations are carried out daily and reviewed by management.
• The treasury management plan allows monitoring of foreseeable cash flow requirements at the Group's different entities.
• Procedures are in place to ensure that complex financial instruments are approved in advance and that their accounting treatment complies with the standards in force.
• Debt management operations are controlled by the cash manager.

Capital transactions

• All transactions affecting the company's share capital require appropriate authorisation.
• Procedures are in place to monitor stock options and free shares awarded to employees.

Provisions and commitments

• An integrated SAP accounts payable system is in place; accruals are calculated and validated by budget controllers; deferred revenue is reconciled to ticket liability records.
• Group commitments are monitored centrally by the Group finance department.
• The Group regularly reviews its commitments and risks and determines in consultation with its auditors and advisors whether it needs to take provisions or make disclosures in the notes. At each reporting date, the Group checks that the provisions on its books remain appropriate.

vi) Control of processes leading to the preparation of published accounting and financial information

Consolidation

• Consolidation of the financial statements of the various Group entities is carried out centrally by the Group finance department, which ensures the scope and rules of consolidation are kept up to date.
• There is a formal process for preparing the Group's consolidated financial statements which includes:
– advance reporting dates at end-May and end-November allowing the Group to anticipate the accounting treatment of complex transactions;
– publication by the Group finance department of a schedule and instructions for subsidiaries' financial reporting;

BOARD AND MANAGEMENT PRACTICES ●¹⁶

– preparation of consolidation reports by subsidiaries to ensure standardisation in the application of Group accounting policies and in the information reported in the Group's consolidated financial statements.
• The half-year and full-year consolidated financial statements are prepared on the basis of the individual company trial balances in the SAP accounting system.
• Intragroup transactions are identified and eliminated. Accounting adjustments in the consolidation processes are controlled and approved by the appropriate level of management.
• Changes in the consolidated financial position at the opening and reporting dates are analysed and explained.

Management information required to prepare published accounting and financial information

• There are formal monthly closings including a detailed verification of the main revenue and expenditure accounts by the budget controllers. Formal balance sheet reconciliations are also carried out by the accounts department.
• Financial and analytic accounting is integrated and prepared using the same source data. Monthly reconciliations are carried out between management accounting data and the accounting data used to prepare the published accounting and financial information.

Management of external financial information

• An annual timetable is drawn up by the Group Corporate management setting out the recurring obligations with regards to accounting and financial communications to the market. This timetable, which specifies the nature and timing of each disclosure and the person responsible for its preparation, is sent to everyone involved in the process.
• Formal processes are in place to ensure:
– that information is communicated externally in a timely manner and in compliance with the laws and regulations in force;
– that sensitive information remains confidential;
– that all information, including non-accounting information presented in support of financial communications, is checked before release;
– that information meeting the definition of inside information is communicated to the market at the right time, in compliance with the relevant rules.
• The Group's Corporate Management has a process for monitoring the Group's financial reporting obligations.
• In addition to the above, further controls are carried out by two independent bodies independent of the Group finance department which are tasked with checking the internal control environment and the quality of the financial statements: the internal auditors and the statutory auditors who, as part of their work in auditing the financial statements, carry out a review of the internal control procedures used to prepare and ensure the quality of the financial statements.

16.9.3 RISK MANAGEMENT PROCEDURES

The objective of the corporate risk management process is to provide general management and the board of directors with:

• a complete, consistent and structured overview of all types of major risks to which the company is exposed and their future development; and
• an appreciation of the appropriateness of the mitigating measures implemented by those responsible for managing each of the risks in the light of their potential impact on the company's strategic objectives.

a) Objectives of risk management

Risk management is used:

i) To create and preserve the company's value, assets and reputation:

Risk management allows the key threats and opportunities potentially facing the company to be identified and assessed. By anticipating and avoiding risks, it seeks to preserve the company's value, assets and reputation.

ii) To secure the company's decision-making and processes to help achieve its objectives:

Risk management seeks to identify the main events and circumstances likely to significantly impact the company's achievement of its objectives. Managing these risks makes it easier to achieve objectives.

Risk management is integrated into the company's decision-making and operational processes. It acts as both a monitoring and a decision support tool.

●¹⁶ BOARD AND MANAGEMENT PRACTICES

Risk management gives the executive officers an objective overview of the threats and opportunities potentially facing the company, allowing them to take calculated and considered risks. It also influences the allocation of human and financial resources.

iii) To ensure the company's values are reflected in its actions:

Many risks arise from an inconsistency between the company's stated values and the day-to-day decisions and actions of its people. These risks mainly threaten the company's credibility.

iv) Rally employees around a common vision of the key risks and raise awareness of the risks inherent to their activity.

b) Components

The risk management system includes:

i) An organisational structure comprising:
• an organisation that defines the roles and responsibilities of all involved and lays down clear and consistent procedures and standards,
• a risk management policy which sets formal objectives for the department consistent with the corporate culture, the common language in use, the process for identifying, assessing and managing risks and, where applicable, the limits set by the company (risk tolerance),
• an information system that allows internal communication of risk information.
ii) A three-stage risk management process:
• Risk identification: this stage identifies and summarises the key risks threatening achievement of the objectives. A risk can be either a threat or a missed opportunity. It is characterised by an event, which has one or more sources and one or more consequences. Risk identification is a continuous process.
• Risk assessment: this stage involves examining the potential consequences of the key risks (consequences that may be financial, human, legal or reputational) and estimating the likelihood that they will come to pass. This is a continuous process.
• Risk management: this stage involves choosing the most appropriate action plan or plans for the company. To keep risks within acceptable limits, several measures can be taken: mitigation, transfer, avoidance or acceptance of the risk. The choice of how to manage any particular risk will involve juggling the opportunities against the costs of risk management measures, while also taking account of their possible effects on the likelihood and/or consequences of the risk occurring.

iii) Continuous monitoring of the risk management system:

The risk management system is monitored and regularly reviewed with a view to its ongoing improvement. The aim is to identify and assess key potential risks and draw lessons from incidents.

The process comprises a formal risk review, the conclusions of which are presented to the Audit Committee of the board of directors of GET SA at the end of the financial year under consideration. The risk reviews are based on the strategic plan as known at the date of the relevant review.

They are co-ordinated by the corporate risk manager, who reports directly to the head of the finance department. Reviews seek to identify and quantify the risks facing the company and to identify and assess the appropriateness and the effectiveness of the mitigating measures put in place to manage them.

The process consists primarily of formal interviews with directors and senior management across the company, and comprises two parallel approaches:

• a top-down approach, consisting of the identification of the risks linked to strategic initiatives (both from the point of view of their direct effect on the core business and the fact that they generate new risks of their own) and changes in the company's economic environment; and
• the traditional bottom-up approach which seeks to identify risks in each of the main business areas (commercial, technical/operational, financial, staff, safety and security, environment and corporate governance).

Identification of new risks is based on the systematic review of external sources of information (global conditions, benchmarking, trade bodies, etc.) and internal information (developments within the company, interviews and lobbying of the management team).

BOARD AND MANAGEMENT PRACTICES ●¹⁶

The risk register contains, for each risk, the following information:

• a description of the risk and the strategic objectives it is likely to impact;
• an assessment of the inherent risk based on the probability of it materialising and its potential impact:
– the probability and impacts are calculated based on the assumptions in the business plan;
– the criteria used include the financial impact and the impact on the company's reputation with its customers, its investors and the media, etc.;
• a description of the measures in place to mitigate each risk, which are identified in four categories (monitoring, probability mitigation, impact mitigation and reporting);
• a residual risk assessment, taking account of these mitigating measures, and calculated on the same basis as that of the inherent risk;
• identification of the person managing the risk and the degree to which the person considers the risk is managed as at the date of the review with a view to improving this.

The risks are classified in descending order depending on their critical nature. In 2013, all Group risks were grouped in categories and sub-categories which are common to all subsidiaries so as to enable an appropriate and homogenous point of comparison between them. Moreover, a Group register was compiled to enable a more global monitoring. The risks of each Group subsidiary and the risks monitored at a corporate level are mapped in this manner.

As an integral part of the corporate risk assessment, internal audit carries out an assessment of appropriateness and effectiveness of the measures in place to manage the risks identified.

The results of the corporate risk assessment and the internal audit review are presented to the Audit Committee. An audit plan prepared based on the risk review is presented to the Audit Committee to ensure that the measures to be taken to eliminate or contain major risks are monitored and reported on to the committee during the following year.

The corporate risk manager and internal audit monitor, on an ongoing basis, major risks and new or emergent risks. Any significant changes are reported to the Executive Committee and to the Audit Committee.

c) Coordination of risk management and internal control

The risk management and internal control systems act in coordination to manage the company's activities: risk management identifies and analyses the key risks facing the company. Risks, where they exceed the acceptable limits set by the company, are addressed, if necessary by action plans as described in chapter 4 below. Such action plans may take the form of introducing controls, transferring financial consequences (insurance or equivalent) or making changes to the organisation. The controls to put in place are the responsibility of internal control, which thus has a role in dealing with the risks raised by the company's activities.

Internal control also relies on risk management to identify the main risks needing to be addressed.

The coordination and balancing of the two functions depends on the control environment which underpins both functions, notably the company's specific risk and control culture and its ethical values.

16.10. CORPORATE GOVERNANCE

GET SA has referred to the Afep/Medef Code for drafting the report required by article L. 225-37 of the French Commercial Code, pursuant to the French law of 3 July 2008 implementing EU Directive 2006/46/EC of 14 June 2006. In accordance with article 22 of the Afep/Medef Code, the recommendations of this Code that have not been implemented by the company and the reasons for this are set out in the report.

The company complies with almost all the recommendations of the Afep/Medef Code. The only exception concerns the termination of the Chairman and Chief Executive's service contract.

Afep/Medef Code	Recommendation not applied
Termination of the Chairman and Chief Executive's service contract.	Explanation provided in section 16.6

●¹⁶ BOARD AND MANAGEMENT PRACTICES

The Afep/Medef Code is available on www.eurotunnelgroup.com.

16.11. ATTENDANCE AT THE GENERAL MEETING OF SHAREHOLDERS

The arrangements for attendance are described in articles 11, 27 and 29 of GET SA's by-laws, as summarised in section 21.2 of this Registration Document.

General or special meetings of shareholders are called and conducted in accordance with the conditions set by law. General meetings are called by the board of directors. They are held at the registered office or any other place stated in the notice of meeting.

Any shareholder can take part in the meetings, irrespective of how many Shares they hold, in person, by proxy, or by correspondence on providing proof of identity and registering the shares three days before midnight Paris time on the day before the meeting, either in the registered accounts held by GET SA or in a securities account belonging to the shareholder at the authorised intermediary.

17. CORPORATE SOCIAL RESPONSIBILITY

17.1.	ORIGIN AND DEVELOPMENT OF CSR AT THE EUROTUNNEL GROUP	118
17.1.1	People	118
17.1.2	Environment	118
17.1.3	Region	119
17.2.	WORKFORCE INFORMATION	120
17.2.1	Employment	120
17.2.2	Work organisation	123
17.2.3	Labour relations	124
17.2.4	Health and safety	125
17.2.5	Training	127
17.2.6	Diversity and equal opportunities	128
17.2.7	International conventions	129
17.2.8	Employee share ownership and profit-sharing	129
17.3.	INFORMATION REGARDING SOCIAL COMMITMENTS TO SUPPORT SUSTAINABLE DEVELOPMENT	131
17.3.1	Social commitment: aligning the interests of the Group with those of the community	131
17.3.2	Good business practices: engaging faithfully and responsibly	134
17.3.3	Consumers: respecting all our customers' interests	134
17.3.4	Human rights	135
17.4.	ENVIRONMENTAL INFORMATION	135
17.4.1	General environmental policy	135
17.4.2	Risk prevention, pollution and waste management	137
17.4.3	Sustainable use of resources	138
17.4.4	Climate change	139
17.4.5	Protection of biodiversity	140
17.5.	INDICES	140
17.6.	CROSS-REFERENCE TABLE	141
17.7.	REPORT BY THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD PARTIES, ON THE CONSOLIDATED LABOUR, ENVIRONMENTAL AND SOCIAL INFORMATION PRESENTED IN THE
	MANAGEMENT REPORT	153

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

17.1. ORIGIN AND DEVELOPMENT OF CSR AT THE EUROTUNNEL GROUP

Since it was established, the Eurotunnel Group has pursued a corporate social responsibility policy which seeks to reconcile financial performance, social equity and environmental protection, within a framework of continuous improvement. Well before CSR emerged as a concept, before the United Nations Global Compact in 2000 and the new French legislation of 2001, or the French environmental legislation of 2009 and 2010, Eurotunnel – often a frontrunner in such endeavours – already brought together in its approach economics, regional management and environmental responsibility.

The Eurotunnel Group puts social and environmental responsibility at the heart of its activities and interaction with different internal and external stakeholders, and ensures this commitment is communicated clearly to its partners: employees, customers, suppliers, shareholders, investors, regional government bodies, local authorities, associations and communities. True to its principles, for nearly 20 years it has pursued an exacting and concrete Corporate Social Responsibility (CSR) policy, which it mainly exercises in the three strategic areas relating to its activities:

• People, i.e. each of the 3,700 plus men and women employed by Eurotunnel Group;
• Nature, i.e. the environment and ecosystems with which its growing operations interact;
• Communities, i.e. all communities the Group is connected to everywhere in France and the UK.

17.1.1 PEOPLE

As a responsible employer, the Eurotunnel Group is committed to provide a working environment that fosters personal development and fulfilment in order to attract and retain good, qualified staff.

Growth that creates jobs: in 2013, the expansion of the Group's activities was accompanied by an increase of approximately 2% in the Group's headcount. Its human resources policies recognise each employee's contribution, taking account of that employee's qualifications, level of responsibility and individual performance.

The loyalty of Eurotunnel Group employees is reflected in a low staff turnover rate: 5% in 2013 and an absenteeism rate of 3.5%.

17.1.2 ENVIRONMENT

From the very beginning, as an innovative rail company and responsible infrastructure manager, Eurotunnel Group stood out for its understanding of sustainable development, which reconciles economic performance with territorial management and environmental protection:

• an underground link that does not interfere in any way with the marine environment;
• a transport system that by its nature has a limited impact on the environment (it causes 20 times less pollution than ferries: a truck onboard a Shuttle emits 8.8 kg of CO2 compared with 158 kg on a ferry);
• the choice of electric traction is a major factor in reducing the carbon footprint and greenhouse gas emissions (Carbon Trust Standard certification in 2009, renewed in January 2013, reduction of more than 55% of the carbon footprint between 2006 and 2011);
• in 2012, the Eurotunnel Group was one of the first private enterprises in the world to join the Global Union for Sustainability and to publicly commit to reducing its global carbon footprint (scope of consolidation restricted to Groupe Eurotunnel SA subsidiaries) by 3% a year;
• a policy to routinely reduce consumption of electricity (with 90% of power generated by nuclear or hydroelectric sources, which are therefore CO2 emission free);
• the transition from 30 to 32 carrier wagons for Truck Shuttles, without a significant increase in energy consumption;
• the replacement of diesel engines for works and maintenance trains by battery-powered autonomous wagons;
• the development, at the beginning of 2013, of a more fuel-efficient driving technique, with a simulator equipped with a module dedicated to fuel-efficient driving.

On 28 October 2013, Eurotunnel Group received ''Best CSR Policy for a Major Group'' prize awarded at the first Nuits de l'Entreprise Solidaire et Responsable event organised by the French disability support organisation Association des Paralyses de France ´ . This distinction rewarded all the sustainable development measures implemented by Eurotunnel since its establishment, and notably attests to its day-to-day commitment to responsible growth, based on the values of solidarity and dialogue.

17.1.3 REGION

As a committed partner in the economic and social environment in which it operates, the Eurotunnel Group has created several thousand direct, indirect and related jobs in Kent and the Pas-de-Calais region(1) since its establishment. The Group also exercises its social responsibility though concrete commitments and community support, such as the signing of a partnership agreement in July 2013 with APF Entreprises, the economic network of disability support organisation Association des Paralys es de France ´ .

• Community support: The Eurotunnel Group pays 10% of the revenues from the operation of the wind farm located on its Coquelles site to Secours Populaire Fran ¸cais in the form of energy vouchers. Having expired, the partnership agreement between the Group and the Secours Populaire Fran ¸cais was extended for another two years (2013-2014). Through its commitment to Fondation Agir Contre l'Exclusion (FACE), which provides assistance to those most in need, the Eurotunnel Group encourages its employees to get involved in humanitarian and charity projects.
• Responsible procurement policies and practices: relations between the Group and its suppliers go beyond simply purchasing goods and services. The Group requires all employees in all its entities to comply with the ethical standards set forth in a code of ethics.

Furthermore, the Eurotunnel Group's sustainable development policy is based on respect for fundamental rights, as defined in the main international principles: the Universal Declaration of Human Rights and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work. In its Charter of Ethics and Behaviour, approved by the board of directors in 2013, the Eurotunnel Group sets out the common rules regarding respect for people, fair competition, internal controls and environmental protection.

These principles and guidelines for action now apply to all employees of the Group and its subsidiaries, as well as to their subcontractors and suppliers.

The verification of social, societal and environmental information by an independent third party became compulsory for French businesses following the publication in 2012 of the regulations implementing article 225 of the Grenelle 2 law and the decree of 13 May 2013. Groupe Eurotunnel was ahead of this new obligation and continues today in its drive to be proactive and transparent in these three areas.

For 2013, Groupe Eurotunnel SA decided to introduce four new social indicators and to have three environmental indicators and four social indicators subjected to closer scrutiny by the statutory auditors so as to obtain a reasonable rather than limited assurance in view of the obligations it is under. A partially automated reporting system for the input, collection and consolidation of social information has also been put in place.

The Eurotunnel Group is committed to reporting the results of its approach in an effective manner by publishing information relating to the issues listed under article R 225-105-1 of the French Commercial Code. To this end, it asked its statutory auditors, as an independent third party, to attest to the presence of this information and express a limited or reasonable assurance as to its reliability in relation to the Group scope. The statutory auditors' report features in section 17.7 of this Registration Document. A methodological note including reporting principles, choices of indicators, data collection and methodological details about indicators collected feature in Annex III of this Registration Document.

A cross-reference table is provided in section 17.6 of this Registration Document in respect of the information required by article R225-105-1 of the French Commercial Code, the Global Reporting Initiative indicators (version 3.1), the information provided in this chapter and the Charter of Ethics and Behaviour of the Group.

The Group's CSR policy has no dedicated budget or specific investments: the costs associated with the CSR policy come out of the operating budget of the entity or department concerned. The aim is to make CSR an essential component of all Group activities.

^{(1) 8,100} jobs according to the impact study conducted in 2004 with the Syndicat mixte de la C ote d'Opale, the Universit ˆ e du Littoral et de la C ´ ote d'Opale ˆ and the University of Kent at Canterbury.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

The company communicates its CSR policy through the management chain, effectively using the same channels as for the Group's strategic objectives.

17.2. WORKFORCE INFORMATION

As a responsible employer, the Eurotunnel Group seeks to promote the personal fulfilment and development of its employees, which it considers a key factor in its corporate strategy. Its human resources policies have been developed in order to foster equal opportunities and treatment among all Group employees throughout their professional careers.

Eurotunnel Group members of staff who work for the Fixed Link are employees of ESL in the United Kingdom, and ESGIE in France, Germany, the Netherlands and Spain. The employees operating in the rail freight transport and port infrastructure management sectors are employed within the Europorte subsidiaries. Staff may also be seconded to other Group companies, such as for the purposes of the maritime segment business. The employing company then charges other Group companies for their respective staff costs. Some of the Group's general management are employed by GET SA.

In this chapter, workforce information relates only to subsidiaries that employ staff. ''Group subsidiary'', ''entity'' and ''company'' only refers to entities with staff in accordance with the information provided in the methodological note in Annex III of this Registration Document.

17.2.1 EMPLOYMENT

a) Geographical breakdown of total workforce

Number of employees	France	United Kingdom	Total
At 31 December 2013	2,371	1,373	✔ 3,744
At 31 December 2012	2,384	1,278	3,662

✔: Information verified to a reasonable assurance level by the statutory auditors.

At 31 December 2013, the Eurotunnel Group had 3,744 employees. During the financial year, the Group experienced growth in its workforce of 2% compared with 2012. This is linked to the expansion of the Group's operations, in particular that of the Europorte subsidiaries.

The geographical breakdown was overall constant, with 63% of the workforce employed in France and 37% in the United Kingdom (2012: 65% and 35% respectively).

b) Breakdown of workforce by gender

Number of employees	Men	Women
At 31 December 2013	✔ 2,967	✔ 777
At 31 December 2012	2,908	754

✔: Information verified to a reasonable assurance level by the statutory auditors.

At 31 December 2013, women made up 20.8% of the total workforce (2012: 20.6%). The higher proportion of men reflects the specificity of jobs within the Group, notably those related to rail maintenance.

Number of employees	Under 25	25-29	30-34	35-39	40-44	45-49	50-54	55-59	60-64	65 and over
At 31 December 2013	145	321	323	408	809	738	508	325	140	27
At 31 December 2012	146	317	291	459	852	665	479	314	123	16

c) Breakdown of workforce by age group

At the end of 2013, over 21% of the Group's workforce was aged under 35, and over 53% was aged under 45, showing a slight increase in the younger workforce compared with 2012 (20.6%). The number of employees aged 55 and over also rose compared with the previous year. At 31 December 2013, they represented 13.1% of the workforce, compared with 12.4% in 2012 (453 employees). There were 167 employees aged over 59, which represents 4.5% of the workforce (against 139, or 3.8%, in 2012).

The average age of the workforce is 45 years (44 in 2012). The Group has already begun to address the management of the age pyramid, as indicated in chapter 4 of this Registration Document.

The Eurotunnel Group is committed to retaining workers aged 55 and over as part of the workforce, and to improving the working conditions of older staff members. Specifically, this entails improving the current workplace representation of older workers and fostering career progression throughout their working life. In 2012, discussions with the staff representative bodies of Europorte France, Socorail and Europorte Proximit e led to the introduction of a three-year action plan concerning the employment of older staff members. ´

d) Breakdown of workforce by category

At 31 December 2013, managers accounted for over 20% of the Group's workforce, of which almost 21% were women. This breakdown reflects the specificity of jobs within the rail industry.

e) Recruitment

Headcount*	Permanent employment	Fixed-term employment	Total
2013	264	46	310
2012	373	*65	438

* Year-end adjustment compared with the information published in the 2012 Registration Document resulting from the fact that recruitment is expressed in number of persons and not number of contracts.

In line with its values, the Eurotunnel Group attaches a great deal of importance in the recruitment process to candidates' openness to other cultures, their ability to work as part of a team and their sense of initiative.

The recruitment policy is intended to equip the Group with the best skills to support its development. As indicated in chapter 4 of this Registration Document, the Group has put in place various measures to prevent any mismatch between the development of its activities and the human resources required to implement its strategy.

The recruitment policy continues to operate in a controlled manner by adapting the level of the workforce and skills to the actual needs of the business.

The Group tends to favour permanent contracts, keen to demonstrate its commitment to its employees for the long term and guarantee them lasting employment. At 31 December 2013, 85% of all new employees were recruited on permanent contracts. The rate of temporary employment (fixed-term contracts/temporary staff) was only 4.7% in 2013 compared with 4.8% in 2012.

f) Departures

Number of persons		Dismissal Redundancy agreement Resignation Retirement contract	Mutual			End of	Group	Transfer Inconclusive within probationary	period Death Total
2013	37	8	17	76	14	53	18	16	3	242
2012	48	9	11	54	16	*39	37	29		3 *245

* Year-end adjustment compared with the information published in the 2012 Registration Document resulting from the fact that departures are expressed in number of persons and not number of contracts.

The balance between new hires (310) and departures (242) is positive. Resignations (31.4% in 2013, 22% in 2012) represent the main reason for leaving the Group. The proportion of redundancies went from 3.7% at 31 December 2012 to 3.3% at 31 December 2013.

In the absence of specialised training for drivers in the rail industry, Europorte in France must train the staff it recruits. Where such staff is unable to complete the training satisfactorily, they are not retained as part of the workforce and their probationary period is consequently terminated.

g) Staff turnover

In the 2013 financial year, the average staff turnover rate for the Group is 5 (2012: 5.5(2)).

In view of the notable decrease in the number of inconclusive probationary periods in 2013 compared with the previous year (16 versus 28), the staff turnover rate is now in line with that recorded in 2011 (4.7).

h) Remuneration

The Eurotunnel Group's remuneration policy is based on equitable and transparent remuneration, which ensures full cohesion between individual and company objectives. Its strategy consists of sharing its success with its employees and involving them in its growth.

Recognition of individual performance is a major element in the Group's remuneration policy, and is intended to motivate all employees, with a view to rewarding and retaining the Group's best talent. The differences in remuneration between workers are justifiable, and reflect the responsibilities entrusted to them, their experience and potential.

In France, all employees received a collective increase in basic salary and of all payments linked to working conditions from 1 January 2014. These were 1.1% for ESGIE staff and 0.8% for Socorail staff respectively. The negotiations regarding EPF staff will take place in June 2014.

In the United Kingdom, the management and Unite negotiated a collective increase in salaries and payments linked to working conditions of 3% for ESL in April 2013. GBRf staff received an increase of 2.9% following an agreement between the management and ASLEF. These increases were negotiated on the basis of inflation for ESL and the Retail Price Index for GBRf.

Initiatives relating to profit-sharing, shareholdings, stock options and bonus shares described in section 17.2.8 of this Registration Document are intended to involve all employees in the Group's financial performance.

A bonus system, half based on safety and service quality indicators and half on cash flow performance, may result in all ESGIE/ESL employees receiving a bonus of up to 6% of annual basic salary. For 2013, the results allowed the payment of an operational bonus of 1.1% and a financial bonus of 2%, totalling 3.1% overall. A management bonus is paid to management staff, as a percentage of salary, depending on their grade.

⁽²⁾ Year-end adjustment compared with the information published in the 2012 Registration Document resulting from the fact that the change in calculation method concerning new hires and departures is now expressed in number of persons and not number of contracts.

Indicator: gross wage bill and wage costs

d000	2013	2012
Gross wage bill	160,604	*150,007
Wage costs	36,130	*33,664

* Amount expressed partly in euros and partly in sterling in the 2012 Registration Document. The consolidation in euros is carried out based on the exchange rate used for the income statement for the year.

i) Workforce external to the company

Group subsidiaries use temporary staff mainly to replace employees who are absent due to sickness or annual leave or to handle exceptional traffic peaks. They tend to rely on sub-contractors to manage activities outside the core businesses or those requiring specific skills.

Indicator: average monthly temporary workforce

	2013	2012
Average monthly temporary workforce	173.6	170.3

Indicator: subcontracting costs

d000	2013	2012
Subcontracting costs	62,680	*79,701

* Amount expressed partly in euros (d82,341) and partly in sterling (d3,382) in the 2012 Registration Document. The consolidation in euros is carried out based on the exchange rate for the period.

17.2.2 WORK ORGANISATION

a) Working hours

The Eurotunnel Group's policy in the organisation of working hours seeks a compromise between two main priorities: on the one hand, the desire to satisfy and best serve the company's customers, and on the other, the need to maintain a work-life balance for its employees.

The Eurotunnel Group ensures that all its subsidiaries comply with legal and contractual obligations regarding working hours. Subsidiaries located in the United Kingdom comply with the local legislation in the countries in which they are based and/or the agreements signed with staff representative bodies.

The Group's policy is driven by a flexible and proactive approach that enables the company – in particular the Fixed Link – to operate 24/7, 365 days of the year, as required under the Concession Agreement.

In France, employees' working hours (with the exception of certain senior managers and directors) must not exceed an average of 35 hours a week over the year, and in any event, not more than 1,600 hours a year.

In the United Kingdom, employment contracts provide that the average working week for ESL employees is 37 hours, (or 1,924 hours per year), based on individual contracts and agreements in place with Unite. For GBRf employees, operational staff work an average of 35 hours a week, spread over four days (1,826 hours a year), while administrative staff work 37 hours per week spread over five days.

Indicator: breakdown of working hours

Breakdown of workforce	2013	2012
Shifts	67.1%	66.0%
Office hours	32.9%	34.0%
Part-time	5.7%	5.7%
Full-time	94.3%	94.3%

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

b) Overtime

No Group entity makes systematic use of overtime. When overtime is worked, it is usually in response to the unforeseen events that can affect any transport business and the organisation of its operations.

Indicator: number of overtime hours

	2013	2012
Number of overtime hours	229,418	208,180

c) Absenteeism

	2013	2012
Absenteeism rate	✔ 3.5	3.3

✔: Information verified to a reasonable assurance level by the statutory auditors.

The absenteeism rate of 3.5% in 2013 is slightly up on the figure for 2012 (3.3%).

17.2.3 LABOUR RELATIONS

a) Labour relations organisation

Labour relations are very important for the Group, particularly negotiations with staff representative bodies. The Group has always worked to establish long-term and constructive relations with all its employees. Internal opinion polls conducted on various occasions in France and in the United Kingdom demonstrated the continued commitment of the Group to strengthen corporate communication and dialogue, by allowing employees to speak freely.

Every subsidiary follows this approach. Several meetings have been held between employee representatives and members of the management team which have helped strengthen dialogue with staff.

As a result of these efforts, the Group has avoided labour disputes and strikes in 2013 other than a strike action by the Socorail staff.

The Group considers that internal communications are very important to further dialogue and information. Internal communications are intended to nurture and strengthen the commitment and engagement of all employees. The Eurotunnel Group uses different tools to communicate with staff (magazine, intranet, project specific communications, etc.). The circulation of information relating to Group strategy, objectives and results as well as the promotion of achievements and/or innovating initiatives are examples of actions taken to keep the Group workforce informed in real time.

b) Group labour relations forums

The European Works Council

Established following the agreement of 28 October 1998, the European Works Council is a forum for information, consultation, exchange of views and dialogue on the Group's major policies. A real cross-border organisation, the Council operates alongside existing national staff representative bodies, in connection with the areas that it is responsible for. The members of the European Works Council were re-appointed in December 2010. Usually meeting twice a year, the Council is informed and consulted, as necessary, on crossborder issues that affect Group employees.

The Group's European Works Council comprises 16 full members and is informed about the Group's economic, financial and social strategies. It met three times in the last financial year.

Works Councils and Health and Safety Committees

All French subsidiaries have a Works Council and a Health and Safety Committee, which meet according to the specific operational rules governing each committee. In the United Kingdom, the Company Council and the Safety, Health and Environment Committee are the two organisations for ESL employees with which permanent dialogue is established. These two committees meet once every two months.

For GBRf, two employee representative organisations, the Stakeholder Business Forum and the Union Company Council, maintain a productive dialogue between employees and management.

Eurotunnel Group Committee

The committee was set up by unanimous agreement dated 31 January 2014 between the Group's management and four unions. It is intended to operate as a forum for mutual information, to exchange views and to maintain dialogue between staff representatives and management on strategic direction and major workforce issues. To this end, it is informed annually of the developments that have taken place and future outlook.

The Eurotunnel Group Committee comprises six staff representatives and six alternates appointed by the unions. It also includes a union representative from each of the unions. Meetings take place at least twice a year and are called by its chairman or his representative.

c) Summary of collective agreements

In France, ESGIE employees are represented by four trade unions and covered by a collective bargaining arrangement as part of a company-wide agreement. Europorte employees are also represented by four trade unions and are covered by three collective agreements.

At 31 December 2013, ESGIE employees were covered by collective agreements concerning the 35-hour week, night work, employment and skills planning, performance-related pay and professional equality.

During the 2013 financial year, 17 company agreements were signed by Group subsidiaries on issues such as wages, performancerelated pay, collective benefit plans, gender equality and working hours.

In the United Kingdom, due to the voluntary agreement on single union representation signed in 2000 by ESL with Unite, all employees of ESL (with the exception of supervisory staff) are represented by Unite during collective negotiations. Employees may nevertheless belong to the union of their choice for their individual representation. For GBRf, a three-year wage deal signed in 2010 for three years and renewed in April 2013 for the same duration, was agreed with the train drivers' union, ASLEF, for train crews and ground staff.

d) Community projects

In France, ESGIE paid 0.8% of its restated total gross annual salary costs to the works council. For 2013, the council received c504,528 for developing and managing its community projects. ESGIE also contributes 0.2% of its total gross annual salary costs, or c126,132, to the operation of the works council.

For 2013, Socorail and Europorte France respectively contributed 0.6% and 0.5% of their total gross annual salary costs to their works council for developing and managing community projects, of which 0.2% were for their operation.

In the United Kingdom, the company council, which receives contributions from ESL equal to 0.8% of its total adjusted gross annual salary costs, received £214,078 for developing and managing community projects. ESL contributes 0.2% of its total gross annual salary costs, or £53,520, to the operation of the company council.

GBRf holds regular events where employees and their families can meet outside work, including activity days, sports events and long-service dinners, as well as locomotive-themed events throughout the United Kingdom. GBRf provided £158,348 to fund these activities in 2013.

17.2.4 HEALTH AND SAFETY

Safety is an absolute priority for Eurotunnel Group. Fundamental to the Fixed Link concept, it remains a core operating principle and a key issue throughout the Group. The efforts made in accident prevention and training have also established a real safety culture, first within the Fixed Link and then throughout the Group's subsidiaries.

This culture, ingrained in each employee, informs their day-to-day conduct, making them highly vigilant and ensuring they act in compliance with safety regulations.

The board of directors' safety and security committee described in chapter 16 of this Registration Document ensures that measures promoting the safety of customers, employees, sub-contractors and all stakeholders are in place.

The aim of the unified safety and sustainable development department is to define the company's safety objectives, guarantee the implementation and application of safety regulations and measure performance within different services.

The safety management system of the French and British Europorte entities with a rail company licence is governed by the legislation of the different countries in which the activities are conducted.

The operating system for the Shuttle was designed under the supervision of the Intergovernmental Commission (IGC) and the Safety Authority (described in paragraph 6.5.3 of this Registration Document). Each phase of the initial design was examined by the IGC and was subject to a non-objection declaration.

The IGC and the Safety Authority were put in place by the Treaty of Canterbury and the Concession Agreement. The IGC and Safety Authority were charged with supervising the construction and operation of the System on behalf of the United Kingdom and France. In addition, audits are conducted by EPSF, which has a specific mandate from the French delegation of the Safety Authority.

Safety measures and procedures are updated regularly, and are part of the SMS (Safety Management System), which is required to retain the operating certificate issued by the IGC, in accordance with the laws and regulations resulting from the transposition of the European Union's Railway Safety Directive (2004/49/EC) of 29 April 2004.

More generally, the System has detailed security and policing features meeting the requirements of the United Kingdom and French authorities. The following security measures were taken for the protection of the System: access control at the perimeter of the terminals, or surveillance by closed-circuit television cameras.

Safety and security measures for High-Speed Passenger Trains and Train Operators' Rail Freight Services were developed by the railway operators after discussion with the States, which approved them. The rail operators work with Eurotunnel Group as the infrastructure manager to implement and continuously improve these safety measures.

The main security costs incurred in 2013 (securing the System) were approximately c11.3 million (c11 million in 2012) for the Fixed Link.

Each Group entity has its own safety department, which is committed to promoting a health and safety culture based on accident prevention, the objective being to build a safe and hygienic workplace. Each entity conducts a regular follow-up of safety performance in the search for continuous improvement and implementation of any corrective measures necessary.

The Group also places great importance in feedback, which is provided systematically throughout the Group's subsidiaries after an exercise or a significant event. Feedback enables the lessons necessary for the future to be learned and helps to develop organisational procedures effectively, with a view to making them more efficient.

Like safety, health is always a major concern for the Group. Every subsidiary has procedures and action programmes in place to limit and prevent the occurrence of major risks relating to its employees' activities and to improve their quality of life at work.

In France, a health and safety committee ensures the protection of employees' health and safety, as well as improvements in their working conditions. It analyses work-related risks and checks – also through surveys and inspections – compliance with the regulations in place. The committee is consulted before any significant change in working conditions.

In the United Kingdom, an Occupational Health Service plays a key role in preventing occupational illness through education and the promotion of health issues, as well as the implementation of appropriate controls intended to improve working conditions.

Employees are provided with regular medicals from the occupational health service, and may also ask for an examination in addition to these check-ups. For ESGIE in France and ESL in the United Kingdom, the Group ensures there is a company doctor and two nurses on site responsible for looking after employees' health.

a) Health and safety conditions in the workplace

All safety events are recorded and analysed in order to issue recommendations and produce action plans. Furthermore, different safety indicators are continuously and systematically monitored in order to ensure an improvement in overall performance, notably regarding safety indicators for employees and sub-contractors and of the transport system.

In France, an agreement on the treatment of occupational stress in the business has been in force since April 2009 for ESGIE employees. This establishes the approach adopted by the company to deal with stress-related disorders. In accordance with this agreement, a commission was created to prevent and treat occupational stress occupational stress. Thereafter, an agreement on the prevention and treatment of occupational stress was signed by all the unions and the human resources department on 2 March 2010. Negotiations started in February 2014 with a view to renewing this agreement during the year.

In the United Kingdom, measures are in place to guarantee staff working conditions which comply with the applicable legislation and the human resources policy of each subsidiary.

c) Work safety indicators

Work-related accidents resulting in time off (%)	Frequency rate	Severity rate
2013	✔ 6.5	0.4
2012	10.8	0.4

✔: Information verified to a reasonable assurance level by the statutory auditors.

Measures to prevent accidents and exercise vigilance have enabled the Group to reduce significantly the number of work-related accidents resulting in time off. The Group is seeing a sharp improvement in the frequency rate, which was 10.8 in 2012, compared with 6.5 in 2013. The severity rate in 2013 remains constant compared with 2012 at 0.4.

In France, 16 occupational illness cases were filed for Group staff in 2013 (14 ESGIE, 2 Socorail). No fatal accident occurred within the Group in 2013.

The Group seeks to ensure that its safety and security rules and procedures are enforced by its sub-contractors, who are required to sign a contractual agreement on compliance with labour laws and regulations.

17.2.5 TRAINING

The Eurotunnel Group, which operates in an environment requiring high levels of technical skill, has always made training one of its key priorities, as indicated in chapter 4 of this Registration Document.

The main focus of the Group's training policy is to strengthen the key skills of its employees and to maintain a high level of operational performance within teams, enabling them to contribute to the development of the business. Its main priorities are to emphasise a shared safety and environment culture, and to improve the assistance given to employees to help them adapt to their job.

The Eurotunnel Group has set up the Centre International de Formation Ferroviaire de la C ote d'Opale ˆ (CIFFCO), a training institution that supports the development of the rail freight industry and local train operators. It provides dedicated training programmes with a focus on rail-related activities in the national railways and other networks. In 2013, CIFFCO delivered 3,077 training days provided by CIFFCO trainers both for internal and external requirements (train driving, but also safety and operational functions as well as infrastructure and rolling stock maintenance) to meet the training requirements of the Group or the needs of outside entities.

On 2 April 2013, EPSF extended the approval granted to CIFFCO as a training centre to incorporate safety in rolling stock maintenance. On 7 June 2013, the Office of Rail Regulation in the United Kingdom granted CIFFCO approval as a training centre, authorising it to conduct training, evaluations and examinations regarding general professional knowledge relating to the driving of trains on the British rail network.

In 2013, more than 138,000 hours were devoted to the professional training of the workforce, the equivalent of just over 36 training hours per employee on average. The cost of training, which represents 2% of the wage bill, totalled c3,806,042 in 2013 against c5,501,551 in 2012, when Europorte's organic growth resulted in the need to increase training dramatically.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Training indicators

	2013	2012
Number of training hours	✔138,045	151,337
Training costs (in c000)	*3,806	*5,502
Proportion of the wage bill represented by training	2.37%	3.67%

✔: Information verified to a reasonable assurance level by the statutory auditors.

* The consolidation in euros is based on the exchange rate used for the income statement for the year.

17.2.6 DIVERSITY AND EQUAL OPPORTUNITIES

a) Gender equality

Professional equality between men and women is an important lever in the Group's diversity policy. Respect for the principles of gender equality is reflected in the application of an equal opportunities policy in recruitment, access to training, remuneration and promotion. Within this framework, an agreement on professional equality to eliminate the gender pay gap was reached by ESGIE with unions in June 2009, and will remain in force indefinitely. This was reinforced by the signing, on 10 July 2013, of a 12-month action plan pursuing human resources policies that aim to guarantee non-discrimination and gender equality.

In the United Kingdom, there is a particular focus on wage equality: the ''Rate for the Job'' system ensures equitable remuneration, as does the HAYS system for ESL salaried staff.

The human resources policies of every Group entity are based on the inviolable principle of gender equality, and the Charter of Ethics and Behaviour addressed to all Group employees describes the principles that must inspire the behaviour of every employee in relation to respect for people, of which the principle of non-discrimination is one of the most important.

At 31 December 2013, the number of women employed by the Group was 777. There were 161 women in management positions, representing 21.2% of management staff.

b) Employment and integration of disabled employees

Disability is another important aspect of the Group's diversity policy, which supports the integration, professional training and continued employment of disabled people. The Group formalised its disabled policy in France by signing a three-year agreement with the unions for 2010-2013 to promote the employment of people with disabilities. For ESGIE, this agreement establishes the Group's policy regarding the professional integration of disabled people in France. Negotiations to renew this agreement are planned for 2014.

At the same time as promoting the continued employment of disabled people, the Group works with groups providing support to the disabled, by approaching employment agencies for the disabled and/or job centres. An agreement was concluded in 2010 for the benefit of disabled workers with AFAPEI on behalf of ESGIE. On 23 July 2013, a framework partnership agreement was signed between the Eurotunnel Group and the French association for disabled people Association des Paralys es de France ´ (APF), in which the Group undertook to approach APF for any service falling within its sphere of competence.

The rate of employment of disabled workers in 2013 for ESGIE, Europorte France and Socorail (calculated on the basis of data provided in the annual compulsory employment declaration sent to AGEFIPH) in France was 4.10%, 0.27% and 0.92% respectively (3.7%, 0.3% and 0.98% in 2012).

It is not possible to collect data for this indicator from the Group's British entities as there is no specific ''disabled worker'' status in the United Kingdom. However, they – like all other Group entities – are bound by the commitments and fundamental principles of the Group's Charter of Ethics and Behaviour and have an equal opportunities policy intended to ensure that all employees are treated identically.

c) Combating discrimination

Eurotunnel Group is openly committed to combating discrimination in its Charter of Ethics and Behaviour. Moreover, the Group is a signatory to the United Nations Global Compact, and fully adheres to its ten fundamental principles, including those relating to Human Rights and Rights at Work.

The Group's human resources policies are also geared towards combating discrimination, and are designed to guarantee equal treatment and opportunities for all employees at every stage of their career. The Group never bases its decisions on criteria linked to race, nationality, religion, ethnic origin, political opinions or union activities. The only valid decision-making criteria for Eurotunnel Group are each employee's professional qualities, qualifications and skills.

17.2.7 INTERNATIONAL CONVENTIONS

The Eurotunnel Group, which signed the United Nations Global Compact in March 2013, endorses the fundamental conventions of the International Labour Organization (ILO). Within the sphere of working rights, this endorsement means respecting the four fundamental values of the ILO: freedom of association and recognition of the right to collective bargaining, elimination of all forms of forced and compulsory labour, effective abolition of child labour and elimination of discrimination in respect of employment and occupation. Of these four values, freedom of association and elimination of discrimination are the two principles that most concern the Group, and which it unreservedly endorses, without however neglecting, of course, the elimination of all forms of forced and compulsory labour and the effective abolition of child labour.

Eurotunnel concentrates on promoting diversity as a lever for performance in order to better reflect the community in which it operates. For this reason it is committed jointly with Reseau Alliances ´ to promoting a job accompaniment programme specially dedicated to young people of immigrant origin. Named Hiring Dynamics Group (Groupe de Dynamique d'Embauche), this programme mobilises employees of the Group for a period of nine months. It is a voluntary commitment for the employees involved in the programme.

17.2.8 EMPLOYEE SHARE OWNERSHIP AND PROFIT-SHARING

a) Share options

The general meeting of shareholders of 26 May 2010 authorised the board of directors to grant, on one or more occasions, options on Shares in the company to executive employees and corporate officers of GET SA and its subsidiaries, for a period of 38 months from the date of the said general meeting, provided the total number of Shares over which options are granted does not exceed 3,900,000 Shares with a nominal value of c0.40. Pursuant to this authorisation, the board approved three grants in 2010, 2011 and 2012. At 31 December 2013, options over 2,723,750 Shares were in issue representing 0.54% of the capital.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Share option plans

External and internal performance conditions

Potential percentage of the capital represented by grants to Group staff

			Internal performance conditions	External performance condition	Percentage of the capital* represented by staff options which may still
	Percentage of the capital represented	EBITDA and dividend target		Share price performance over 12 months
Share option plan	by the grant		50%		50%	be exercised
2010 Plan	0.23%	2010 Financial statements 25%	2011 Financial statements 25%	16 July 2010 – 15 July 2011 25%	16 July 2011 – 15 July 2012 25%	0.20%
		Conditions met	Conditions met	Condition met	Condition met
2011 Plan	0.28%	2011 Financial statements 25%	2012 Financial statements 25%	21 July 2011 – 20 July 2012 25%	21 July 2012 – 20 July 2013 25%	0.13%
		Conditions met	Conditions met	Condition not met	Condition not met
2012 Plan	0.28%	2012 Financial statements 25%	2013 Financial statements 25%	20 July 2012 – 19 July 2013 25%	20 July 2013 – 19 July 2014 25%	– TBC –
		Conditions met	– TBC –	Condition not met	– TBC –

The terms and conditions of the share option grants are set out in note T to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

b) Grant of free Shares

The Eurotunnel Group pursues an active policy of engaging shareholder employees in order that they can share in the company's success. Therefore, following approval by the shareholders' general meeting held on 28 April 2011 of a plan to award free Shares in issue, the board of directors of GET SA made two awards of a total of 1,762,760 Shares to all employees of GET SA and its associated companies or groups (excluding GET SA executive and corporate officers). The definitive vesting of these Shares is subject to attendance and continued ownership conditions for a minimum period of four years. In total 411,310 Shares representing 0.07% of the capital came into the ownership of staff on 28 April 2013; the Shares in question cannot be transferred for two years. As at 31 December 2013, 1,254,090 free shares representing 0.23% of the capital remain to be vested.

The terms and conditions relating to the grant of free Shares are set out in note T to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

c) Employee shareholdings in GET SA

Since 2013, all staff employed by the French subsidiaries of the Group can invest in Shares in a company savings plan. Any such subscriptions are supplemented, within certain limits, by a contribution of 25% paid by the company. At 31 December 2013, 387,800 Shares were held in the plan, representing 0.07% of the share capital in issue on that date.

d) Employee profit-sharing schemes

In France, a performance-related bonus plan has been put in place within ESGIE, EPF, Socorail and GET SA. Under this scheme, each ESGIE employee received c1,758 in 2013.

Whilst this scheme is not directly transposable in the United Kingdom, ESL staff benefit from a performance-related bonus plan which enabled them to receive £901 per employee for ESL and £1,000 per employee for GBRf in 2013.

In the absence of any taxable income for the French companies, employees of those companies did not benefit from any profit-sharing scheme in 2013.

17.3. INFORMATION REGARDING SOCIAL COMMITMENTS TO SUPPORT SUSTAINABLE DEVELOPMENT

Social engagement is profoundly rooted in the history and culture of the Eurotunnel Group. This engagement is essentially aimed at promoting the integration of social responsibility issues within the Group's activities, dialogue with all its stakeholders and the socioeconomic development of the regions it deals with.

The Eurotunnel Group seeks to shape its environment in a positive manner. As an employer, it participates directly and consistently in local economic development, and pursues its mission of developer in concert with stakeholders, while protecting the environment. Therefore, properties held by the Group in Coquelles (Pas-de-Calais) have been gradually transformed into a 700-hectare integrated development zone, which includes, among other things, the tenth largest shopping centre in France, with an average of 7 million visitors per year. This territorial development role has continued with the planned development of the Porte des Deux-Caps seaside eco-village in Sangatte-Bl eriot-Plage, Pas-de-Calais. ´

Used by more than 330 million travellers, the Tunnel has for nearly 20 years been a vital link between the United Kingdom and mainland Europe. Since the Tunnel came into operation, it has created 8,100 direct and indirect jobs in the Kent and Pas-de-Calais regions, and led to the building of large-scale associated infrastructure: notably new roads, high-speed railway lines and international railway stations.

The Group is also involved in raising the awareness of its customers (more than 40,000 travellers every day on average) on sustainable development issues, by accommodating three wind turbines on the Coquelles site (promoting renewable energy) and an apiary (for the protection of biodiversity). This awareness-raising is maintained by regular communication campaigns, through the display of information on board the Shuttles and in the terminals.

The Eurotunnel Group supports, adheres to and actively participates in the Lille World Forum of Responsible Economy and the values it promotes. It also supports the fundamental values of the United Nations Global Compact.

17.3.1 SOCIAL COMMITMENT: ALIGNING THE INTERESTS OF THE GROUP WITH THOSE OF THE COMMUNITY

a) Links to the local community

• Stimulating the local job market:

Pursuing its role as a developer, Eurotunnel Group, through its subsidiary Euro Immo GET, was chosen in January 2013 by the municipality of Sangatte-Bl eriot-Plage to develop the seaside eco-village and golf course of the Porte des Deux-Caps. This project aims ´ to build an international-standard golf course, a luxury hotel, and an eco-friendly residential development of 500 dwellings. The operation is expected to generate employment in the area, particularly by making the area more attractive to tourism.

Pursuant to the regeneration agreement signed in 2006 with the French State, Eurotunnel Group continues to contribute financially and through its expertise to Calais Promotion, the development agency of the Pas-de-Calais region. This contribution was earmarked primarily for support to job creation. Similarly, the Group provides financial support and actively participates in the Cross-border Job Fairs, a local initiative that facilitates the professional mobility of young people between France, the United Kingdom and Belgium.

In France, Europorte as a whole is developing its rail freight haulage activities, which enable disused marshalling yards and railway lines, as well as lines with restricted traffic, to continue operating or to be brought back into service. However, in view of the lack of political impetus on the part of the authorities responsible for the development of transport infrastructures, the steady deterioration or even disappearance of feeder networks could, as indicated in chapter 4 of this Registration Document, have a detrimental impact on EPF's revenue, which generates a third of its business from grain transportation.

• Public-private partnership

Under an agreement similar to a public-private partnership, the Eurotunnel Group is financing, alongside the French State, the Nord-Pas-de-Calais region, the CCI C ote d'Opale, and the urban community of Dunkirk and RFF, feasibility studies on the ˆ modernisation of the Fr ethun-Calais-Dunkirk railway line, which would involve its electrification and an increase in rail freight path ´ availability.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

• Community support

A key player in the natural, economic and human environment, the Eurotunnel Group exercises its social responsibility through concrete commitments and community support:

– Payment since 2010 of 10% of the land rental of the wind farm on its Coquelles site to Secours Populaire, which distributes them in the form of ''energy vouchers'' to families in Pas-de-Calais. A third cheque was paid on 8 February 2013. Having expired, the partnership agreement between the Eurotunnel Group and Secours Populaire was renewed for two more years (2013-2014).
– Active support of the French Fondation de la 2e Chance, a recognised public-interest group committed to the rehabilitation of people who have suffered great hardship.
– Commitment to the work of the Fondation agir contre l'exclusion (FACE), which offers assistance to those most in need. A part-time employment contract was signed on 25 February 2013 between ESGIE and a person supported by FACE Calais.
– Engagement of its employees in humanitarian and charity projects for foundations such as Macmillan, Stode Park, Pink Day and Age UK, which fund medical research against cancer and provide support to patients, the elderly and the disabled.
– The British ShareGift foundation collects securities offered by generous shareholders to charities. In 2013, it collected 300 donations from Eurotunnel Group shareholders for a total amount of £15,000, which will be distributed to various charities suggested by the donors.

• Sponsorship

The Eurotunnel Group financially supports the World Forum for Responsible Economy of Lille. Launched by the Reseau Alliances ´ , this organisation aims to promote a responsible global economy, by sharing the best business practices of responsible companies.

• Openness to the community

For the third consecutive year, on 14 and 15 September 2013, the Tunnel terminal in Coquelles was opened to nearly 1,100 visitors from across the Nord-Pas-de-Calais region as part of the European Heritage Days. This was made possible by the voluntary participation of some 40 ESGIE and ESL employees. For the first time, this initiative also took place at Folkestone, where 300 people were able to visit the installations of the British terminal, including the Rail Control Centre. In view of the event's success, the number of places available for visitors will be increased in future.

b) Education

As a group committed to its environment and beyond that, society, Eurotunnel supports education and culture, as it understands that sharing knowledge is a key factor in boosting equal opportunities. Its actions in this field mainly revolve around raising awareness of sustainable development, railway-related training and economic and cultural exchanges between France and the United Kingdom.

• Raising awareness of CSR among young people

In its efforts to protect the environment, the Eurotunnel Group not only strives to limit the impact of its activities on the environment, but has resolutely applied itself to shaping it for the better. In this regard, Samphire Hoe provides a good example of what the Group is capable of: a 35-hectare site at the foot of the Dover cliffs, Samphire Hoe was created using 5 million cubic metres of blue chalk and marl extracted from the Channel sub-soil as the Tunnel was dug. This piece of land on the coast has gradually been turned into a nature reserve. Day-to-day management of this protected site is the responsibility of the White Cliffs Countryside Partnership, supported by many volunteers from in and around Kent.

Samphire Hoe welcomed more than 80,000 visitors in 2013. In association with several British charities, the Group is working to build an educational shelter on this site for use by school children as part of their learning. The shelter, whose construction will start in 2014, will be constructed to sustainable building standards. The building licence was granted in spring 2012. The Heritage Lottery Fund (HLF) announced in October 2012 that it would be supporting this project, as part of the scheme to protect the cliffs of Dover.

• Links with young people and educational establishments

Created in 2011 by the Eurotunnel Group, an international railway training centre, the CIFFCO contributes to the creation of skilled jobs and professional development. It is a key driver in the development of railway transport and related professions and, more generally, seeks to boost the economic development and reputation of the Nord-Pas-de-Calais region. CIFFCO is equipped with eight training rooms and eight mobile driving simulators. In 2013, it provided a total of 3,077 training days to 318 people from all over France, as well as from Belgium, Switzerland, Italy and the United Kingdom.

Furthermore, in terms of its impact on the region, it should be noted that CIFFCO's activities in 2013 generated 1,485 overnight stays in hotels and accommodation facilities located in the Calais region.

The Eurotunnel Group is a founding member of the Fer de France association which was created in 2012 and brings together the leading players in the French railway industry. Work conducted by this association led to proposals for the French State to recognise different professions in this developing sector.

In this field, Europorte has already participated in the implementation and development of a qualifying training programme in disciplines relating to railway engineering and maintenance, in close collaboration with the French National Conservatory of Arts and Crafts (CNAM). Europorte has also initiated a review of the implementation of a training programme leading to a train driver qualification, also in partnership with CNAM.

As part of its commitment to young people, the Group develops relations with universities and schools in order to promote greater knowledge of the jobs it offers and help young people enter the world of work. It has therefore established several partnerships:

• In January 2013, the Eurotunnel Group and the Ecole nationale des Ponts et Chauss ees ´ signed a partnership agreement leading to the creation of a five-year ''Rail transport sciences'' teaching and research professorship devoted to the study of the rail industry. This professorship aims to approach training and research on issues linked to infrastructure and transport services. The Group is to contribute c150,000 a year to financing this chair for five years. This initiative confirms the Group's commitment to sharing its expertise to advance science and innovation, and position the railway industry as a profession for the future.
• The Group has partnerships with the Catholic Institute of Arts and Crafts (ICAM, Lille) and the Institute of Business Administration (IAE, Lille).

Every year, different Group entities provide opportunities to embark on work-study programmes. Contracts have been entered into with various secondary schools and universities:

Lyc eeEdouard-Branly (Boulogne-sur-Mer); ´
Lyc eeL ´ ´eonard-de-Vinci (Calais);
Lyc eeEurope (Dunkirk); ´
• the University Institutes of Technology of B ethune and Villeneuve d'Ascq; ´
• Lille polytechnic;
• the Littoral and C ote d'Opale universities; ˆ
• the university of Picardie-Jules-Verne (Saint-Quentin);
• CNAM (Ile-de-France);
• CIFFOP (Paris);
• and various institutions, including ENSAM, ENSIAM, ICAM, Lille Telecom, ESIEE, ISEP, CFAI and ACM.

The various subsidiaries of the Group also take on interns, apprentices and young people under professional training contracts. In France, 115 interns, 55 apprentices and 40 young people under professional training contracts were taken on in 2013. These figures mark a sharp increase compared with the previous year, particularly in the number of apprentices, which increased from 25 to 55 and the number of people on training contracts, which doubled. In addition, ESGIE welcomed three young graduates as part of the International Business Volunteering scheme. This enables French businesses to give a young person (up to the age of 28) a professional post abroad. In the United Kingdom, GBRf supported Network Rail in its initiative to implement an 18-month programme (2012-2013) aimed at recruiting around 100 graduates, providing them with professional training in rail professions under an apprenticeship contract. GBRf has volunteered to help supervise this training in the London area.

c) Transfer and sharing of technological and specialist skills

The Eurotunnel Group lends its expertise in managing transport infrastructure and rail activities to research, training and different public bodies at the European, national and regional levels.

In research and development, the Eurotunnel Group is a founding member of Railenium, the European Institute for Technological Research in Rail Infrastructure, located near Valenciennes and chosen by the French State as ''an investment programme of the future''. The Group is therefore actively participating in the design of a smarter, safer rail infrastructure which is also more sustainable and economical.

The Eurotunnel Group is also collaborating with the European Committee for Standardisation as part of the working group responsible for drafting a proposed standard for calculating the greenhouse gas emissions of transport services.

In France, the Eurotunnel Group is working with the freight transport committee of the French Observatoire Energie Environnement Transports, to which the French Ministry of the Environment entrusted the implementation of the obligation to display the carbon content of transport services, which came into force in October 2013.

17.3.2 GOOD BUSINESS PRACTICES: ENGAGING FAITHFULLY AND RESPONSIBLY

Relations between the Eurotunnel Group and its suppliers go beyond simply purchasing goods and services. The code of ethics contained in the ACHA 0019 procedure sets out the ethical standards the Group expects of all its employees. These standards not only ensure compliance with applicable laws and regulations, but – legal criteria apart – they make it possible to build a climate of trust in exchanges between Group representatives and third parties. Each Group buyer or other member of staff undertakes to respect the code of ethics and to seek suppliers who share these commitments. The tender process is designed to guarantee the fair treatment of suppliers. The Group is now operating as a collection of entities in various business sectors and geographical areas. These ethical standards are applicable to this group of entities and must be strictly adhered to by all operating entities and by staff at all levels of the organisation. Failure by Group employees to abide by these ethical rules can lead to disciplinary action.

In January 2012, the Eurotunnel Group signed the ''Charter for responsible supplier relations''. This charter, which seeks to establish and improve lasting relations between suppliers and buyers, includes ten commitments for responsible purchases, ensuring a genuine partnership between customers and their suppliers with due regard to their respective rights and obligations. It is committed, in particular, to ensuring financial equity towards suppliers, to respecting the principle of transparency, to incorporating environmental issues and even to ensuring the territorial responsibility of its company. It thereby represents a measure intended to prevent corruption.

The Eurotunnel Group is also a member of steering committees for the ''Responsible supplier relations'' charter and certification, and has clearly demonstrated its wish to be a part of this certification process, as an extension of the implementation of the charter's ten engagements.

In representing the Group's CSR values and engagements, the Procurement Divisions of the various entities have taken actions that, beyond the reference made in all new contracts to the Eurotunnel Group's Charter of Ethics and Behaviour, require their suppliers to comply with its fundamental principles and to sign the Compliance Policy (article 23). Article 23.2.1 requires that suppliers ''comply with the French regulations on corruption, as well as UK corruption laws, notably the Bribery Act 2010.

As a signatory of the United Nations Global Compact, the Eurotunnel Group endorses its fundamental principles, including the tenth principle, which states that ''businesses should work against corruption in all its forms, including extortion and bribery''.

The Concessionaires include as part of their tendering process for sub-contracted work on their sites a sustainable development element. Sub-contractors are also required to commit contractually to respecting labour laws and regulations. Europorte operates principally on its customers' sites. Thus, particularly in the management of port infrastructure, Europorte will pass on the port authorities' requirements in its own sub-contracting agreements.

17.3.3 CONSUMERS: RESPECTING ALL OUR CUSTOMERS' INTERESTS

a) Customer and consumer relations

As part of the ''Terminal 2015'' project, certain initiatives were implemented in 2013 for the benefit of customers. In France, these related to the widening of the toll approach road (two lanes instead of one lane in 2012) and the extension of the arrivals area for police and customs controls. In both France and the United Kingdom, the toll screens of the Truck Shuttles were redesigned, reducing the number of screens displayed to customers.

b) Customer safety and security

The safety of its customers and their belongings is a top priority for the Eurotunnel Group.

On 11 June 2013, a bi-national safety exercise, known as BINAT, was organised on the British emergency track. It enabled the various rescue services to test passenger evacuation procedures and the management of all those involved. This was the first test conducted on such a scale at the UK terminal since the introduction of a train evacuation procedure (Go zone) linked to SAFE stations.

On 25 January 2014, a second exercise was organised involving the evacuation of a High-Speed Passenger Train. This included mobilising 565 extras, mediators and observers, four STTS vehicles (Service Tunnel Transport System) and one STTS ambulance.

In 2013, to protect its customers, the Eurotunnel Group decided to cut catenary power at platforms during loading and unloading. The project was assessed by an independent organisation and approved by the IGC.

CORPORATE SOCIAL RESPONSIBILITY ●¹⁷

a) Human Rights and fundamental principles of the International Labour Organization

In its Charter of Ethics and Behaviour, the Eurotunnel Group reaffirms that it adheres to the principles and values of the Universal Declaration of Human Rights of 1948, the fundamental conventions of the International Labour Organization (ILO), the guidelines of the Organisation for Economic Cooperation and Development (OECD) for multinational companies, and the principles of the United Nations Global Compact.

b) Diversity, equal opportunities and combating discrimination

The Eurotunnel Group is officially committed to combating discrimination in its Charter of Ethics and Behaviour and through equitable human resources policies in recruitment, pay and training.

On the issue of disability, the Group continues to promote the employment of disabled employees directly or by working with groups providing support to the disabled. On 23 July 2013, a partnership framework agreement was signed between the Eurotunnel Group and the French association for the disabled, Association des Paralys es de France (APF), in which the Group undertook to approach APF for ´ any service falling within its sphere of competence.

17.4. ENVIRONMENTAL INFORMATION

17.4.1 GENERAL ENVIRONMENTAL POLICY

As part of its commitment to low-carbon transport, the Group pursues an ambitious strategy combining development of its core activity, cross-Channel transport, with external growth in its two main businesses and areas of expertise other than the Fixed Link: infrastructure management and rail transport.

In line with this strategy, the Eurotunnel Group and the Europorte subsidiaries are developing a broad-based offering of rail freight transport and associated logistics services throughout France and the United Kingdom. The Group is committed to leading the way in environmentally-responsible transport and makes its expertise and leadership available to its subsidiaries and customers to help them reduce the carbon footprint of their activities.

Regarding the costs undertaken to prevent the environmental impact of the company's activities, these were incurred during the Tunnel's construction and basically consist of separate networks for collecting rain and waste water, retention ponds, treatment plants, etc. As indicated in paragraph 17.1 of this Registration Document, there is no separate budget for the Group's CSR policy.

The Group has made no provisions against environmental risks, nor did it pay out any court-ordered compensation for environmental damage. The obligation to put in place a financial guarantee, as defined in article L. 516-1 of the French Environmental Code, against any environmental damage does not apply to the Group's activities.

The Tunnel and its rail transport system provide certain intrinsic environmental advantages:

• an underground link that does not interfere in any way with the marine environment; and
• the use of electric power for haulage produces minimal atmospheric pollution and much lower greenhouse gas emissions than fossil fuels.

As early as 2002, the Concessionaires installed an environmental management system based on the requirements of the ISO 14001 standard, and trained environmental officers and internal auditors. An ''Environmental Requirements'' clause has also been introduced into agreements with its sub-contractors.

Every year, targeted audits are carried out in France and the United Kingdom by the Safety and Sustainable Development Directorate. In 2013, eight internal audits were carried out: seven in the operational divisions and one in relation to a sub-contractor. Besides complying with legal and regulatory requirements (a regulatory review is carried out each month), as part of its continued commitment to the environment, ESGIE set up a Safety and Sustainable Development Directorate in 2006. Safety is absolutely essential for the Eurotunnel Group, and combining it with a strong sustainable development policy shows how important these issues are for the company.

As part of their induction to the company, every new employee learns about the company's environmental policy, targets and the organisation put in place to minimise the environmental impacts of its activity.

In France, Europorte's core activity, rail freight, is a perfect fit with the chief policy aim of France's Environmental Round Table programme (Grenelle Environnement), which seeks to develop more efficient and less carbon-intensive freight transport. Europorte provides support and assesses the needs of its customers with the aim, wherever possible and economically viable, of switching freight from road to rail.

Europorte works in four main areas to contribute to the national commitment to rail freight:

• to help develop intermodal transport (and so move more containers by train);
• to act as a local train operator serving the regions and areas around ports with light and appropriate organisations and improving rail services to the major French ports, major entry points for high-volume freight;
• to contribute to Group thinking on developing high-speed rail freight between airports;
• to contribute, via a path-quality agreement with RFF, to more efficient management of train paths.

Prompted by the Group, Europorte has embarked on its own environmental strategy. Alongside the implementation of transparent reporting on abstraction from and discharge into the environment, an environmental impact assessment of the activities of Europorte's French entities was completed in 2013, resulting in various measures being taken to mitigate this impact:

optimisation of energy consumption to reduce contributions to the greenhouse effect;
• creation of appropriate mechanisms for sorting/collecting and treating the various types of waste produced;
• selection of environmentally friendly products;
• creation of green areas for parking and engine maintenance;
• improved management of hazardous situations in conjunction with its customers;
• raising awareness about eco-citizen practices among staff.

In addition to these general policy initiatives, specific objectives were set:

• Socorail: to take environmental criteria into account when planning maintenance programmes for its shunting engines (oil leaks and particulate emissions). A five-year investment plan was drawn up, which includes the complete renovation of two to three shunting engines per year on average, and the overhaul of components on a case-by-case basis. At the end of 2013, more than a quarter of the Socorail site was equipped with new-generation engines.
• Europorte France: an eco-driving approach involving both raising the awareness of drivers of main line trains regarding the impact of their driving behaviour on energy consumption, and the installation of technical equipment allowing a reduction in consumption by locomotives, as well as driver assistance systems depending on the characteristics of the network and the train, making it easier to drive in a more eco-friendly fashion.

Since 2011, Europorte's central safety, quality and environment department, and more specifically the quality/environment service, has been responsible for rolling out and implementing this policy at French subsidiaries. Initiatives are taken up in each region by the regional head of quality and safety.

The SQAS Rail (Safety and Quality Assessment System), which was launched in 2011 but then stopped, was reactivated in June 2013.

This assessment will be conducted in addition to MASE and ISO 9001 certification as indicated in paragraph 4.2.6 of this Registration Document.

Within the framework of the regulatory developments ensuing from France's Environmental Round Table programme, in September 2013, Europorte obtained EcoPhyto certification for weeding activities conducted on the rail networks of certain ports and industrial sites. The system put in place is intended to limit the use of phytosanitary products and better control their impact.

In 2013, an accident management simulation was organised at the Edouard Herriot Port in Lyon. The simulation involved the leaking of hazardous material from a wagon.

Furthermore, feedback on the management of a real situation enabled Europorte to improve its crisis management, notably with the creation of an on-call team to replace the on-call member of staff.

In the United Kingdom, environmental risk management is at the heart of GBRf's operations: every new traffic flow – as well as any changes to existing traffic flows – is subject to a risk assessment, including environmental risks. This environmental risk management system has enabled GBRf to gain ISO 14001:2004 accreditation without interruption since 2006. The company is audited by the British Standards Institute, which ensures GBRf properly adheres to its environmental risk management system.

GBRf has a safety and environmental management department of its own which is responsible for the successful implementation of the environmental action plan. A number of tests have been carried out on the use of fuel additives and fuel management systems on board its locomotives. The locomotive's injection systems are currently being replaced.

The general policy of Europorte subsidiaries on both sides of the Channel lays down environmental considerations that require Europorte to be involved in controlling its environmental impacts, particularly in energy consumption. Progress on the resulting environmental action plans is monitored monthly by the Europorte safety committee, chaired by the Europorte Chairman on the French side, and by GBRf's executive safety committee on the British side.

17.4.2 RISK PREVENTION, POLLUTION AND WASTE MANAGEMENT

The Group has a waste collection and treatment strategy that prioritises recovery or reuse. Most waste products come from industrial activities and vary in type and quantity from year to year depending on the projects being run at the time. As well as the audits conducted by the safety and sustainable development directorate, an industrial waste management audit was conducted by the Group's internal audit department in August and September 2013.

Waste indicator

	Hazardous industrial waste			Non-hazardous industrial waste
Tonnes	France	United Kingdom	Total	France	United Kingdom	Total
2013	198	496	✔ 694	2,290	1,742	✔ 4,032
2012	259	338	597	3,058	1,962	5,020

✔: Information verified to a reasonable assurance level by the statutory auditors.

The quantity of hazardous and non-hazardous industrial waste produced in France fell significantly in 2013 compared with the previous year (by 24% and 25% respectively). The increase in the treatment of hazardous waste (around 16%) at Group level is essentially due to the treatment of liquids from the waste water treatment network at the Folkestone terminal. It is important to note however that the treatment of non-hazardous industrial waste in the Group dropped sharply in 2013 compared with the previous year, mainly due to greater vigilance in the consumption of paper, by controlling the printing of documents and the recycling of vegetal waste in landscaped areas.

The Eurotunnel Group takes steps to address air quality and the emissions impact of its activities. Notably, the diesel locomotives that pull Concession works trains have been fitted with catalytic converters since 2007, and some wagons have also been converted to electric traction and can move autonomously to worksites without the use of diesel engines. Elsewhere, measures were taken to bring the outflow chimneys used in the ventilation system for paint workshops into compliance with volatile organic compound emission standards.

At the French and British terminals, a water collection system provides separate networks to prevent any pollution of natural water and the water table. Treatment of water at the network outflow before discharge into the environment depends on the type of water collected and its pollutant load.

The noise of commercial activities and maintenance is also closely monitored around installations. A 2009 study showed that the activities of the Fixed Link breached no noise standards, either at the edge of the property or in regulated surrounding areas, during the day or at night. Measurements were taken in compliance with (i) the technical annex to the Ministerial Order dated 23 January 1997 on limiting environmental noise by installations classified for environmental protection (ICPE) without derogating from any of its provisions, and (ii) Standard NF S 31-010 of December 1996 on the characterisation and measurement of environmental noise – specific measurement methods.

Pursuant to French law no 76-663, of 19 July 1976 relating to installations classified for the protection of the environment, both terminals in Coquelles and Sangatte are designated ICPE sites due to the potential dangers and risks that its activities may pose to the surrounding area and to health, safety, nature and the environment, such as: refrigeration, air-conditioning, storage and use of flammable liquids, workshops and paints. These activities are set out in a list which, on the basis of the gravity of the dangers or risks that they may represent, requires Eurotunnel Group to either make a declaration to or request authorisation from the Pr efecture ´ of the

Pas-de-Calais in respect of them. These activities are monitored by the regional authority for the environment, planning and housing (DREAL).

Similarly, pursuant to French law no. 92-3 of 3 January 1992 on water, the Concessionaire FM must request the authorisation of the relevant administrative authority for any proposed construction, works or activities to be carried out outside of the ICPE area, which may pose a danger to public health and safety, endanger the free flow of water, reduce the availability of water, substantially increase the risk of floods or seriously damage the quality or diversity of the marine environment.

Regarding air quality, in France, Europorte has been using very low sulphur diesel in its main line locomotives and shunting engines since 2011.

Almost all the waste produced comes from the maintenance of rolling stock and rail infrastructure. At industrial sites, waste management procedures are generally the responsibility of the customer. Europorte only applies its own waste management procedures to its port rail infrastructure services at Dunkirk, Nantes-St. Nazaire and Le Havre-Rouen, and Europorte Proximit e's ´ locomotive maintenance workshop at Arc-les-Gray. In both these activities, waste is sorted internally and then sent to a third party for treatment. In the same way, regarding GBRf, most waste is generated by the maintenance of rolling stock, which is done by sub-contractors. GBRf monitors sub-contractor waste tracking forms.

Measures to prevent soil pollution were strengthened at the Europorte Proximit e workshop by the introduction of a system for the ´ dry-washing of locomotives.

In the United Kingdom, GBRf manages operations at a large marshalling yard in eastern England, which is a site of specific scientific interest (SSSI) because of its flora and fauna.

Regarding noise, one major source is wheel flats on the wagons. Europorte does not own the wagons and its technical management therefore takes a three-pronged approach to this issue: (i) systematically refusing wagons with wheel flats of more than 60 mm, (ii) supporting customers and wagon-owners generally in anticipating and remedying these problems, and (iii) taking part in working groups on improving the quality of the wagon fleets.

Europorte has equipped all its equipment with noise dampers, which have cut noise pollution from escaping air during brake tests by about half.

17.4.3 SUSTAINABLE USE OF RESOURCES

As the Eurotunnel Group and its subsidiaries provide service activities which do not consume a significant quantity of raw materials other than water, no other indicator relating to the conservation of natural resources has been developed. Nevertheless, a summary table of energy consumption by the Group is set out below:

	Total consumption
Energy source	in 2013	Unit
Electricity	516,858,619	kWh
Natural gas	11,021,193	kWh
Non-road diesel (NRD)	30,613,707	Litres
Liquid petroleum gas (LPG)	37,001	Litres
Diesel	806,255	Litres
Petrol	79,844	Litres

Water is a plentiful resource in the Pas-de-Calais area. Nevertheless, the Eurotunnel Group has tracked water consumption by the Fixed Link since it came into service. More generally, at Group level, the consumption of water sourced from either public network or groundwater has decreased by 5% and 12% respectively.

The Concessionaires have large land banks in France and the United Kingdom, and have, since the Tunnel's construction, created several dozen hectares of nature reserves for the conservation and promotion of biodiversity, including Samphire Hoe, described in paragraph 17.3.1. b) of this Registration Document. In France, nature reserves are located within the Concession perimeter and so are

Almost all water consumption at Europorte subsidiaries is used for sanitary purposes in the buildings and sites used by staff.

Europorte prioritises the use of electric locomotives wherever technical constraints and economic viability considerations allow.

Europorte is also currently studying the solutions that locomotive builders may be offering over the next five years for developing hybrid electric/diesel engines. A strategy aiming to reduce water consumption is being developed by GBRf.

Water consumption indicator

	Water from public network			Groundwater
Cubic metres	France	United Kingdom	Total	France	United Kingdom	Total
2013	131,603	140,625	✔ 272,228	38,046	0	✔ 38,046
2012	123,252	164,368	287,620	43,451	0	43,451

✔: Information verified to a reasonable assurance level by the statutory auditors.

17.4.4 CLIMATE CHANGE

In 2011, the Group's management of greenhouse gas emissions was audited by the independent organisation Carbon Trust Standard, which set the baseline level of greenhouse gas emissions for the whole of the Eurotunnel Group's activities at 2010 levels. Future progress will be measured against this baseline.

The Eurotunnel Group has also been participating in the freight transport committee of the Energy Environment Transport Observatory, led by the French environmental and energy management agency (ADEME) and the sustainable development ministry. The committee will help with the introduction of reporting rules on greenhouse gas emissions generated by transport services (article 228 of the French law known as Grenelle 2, and French decree no. 2011-1336 of 24 October 2011 on reporting the quantity of carbon dioxide emitted by a transport service). The Eurotunnel Group is developing a policy for monitoring and managing the greenhouse gas emissions of its subsidiaries in anticipation of the publication of the implementing regulations for article 228 – II of the Grenelle 2 law regarding the information that must be provided by any person providing or procuring the provision of transport services on the quantity of carbon dioxide emitted by the mode(s) of transport used to perform this service.

The Eurotunnel Group is mindful of the greenhouse gas emissions generated by its activities. With the help of specialists using the assessment method (Bilan carbone®) accredited by ADEME, a carbon footprint assessment was carried out in September 2006 in France, and then at the end of 2007 in the United Kingdom. This assessment included emissions generated by electricity consumption used to haul Shuttles, Eurostar trains, and Train Operators' Rail Freight Services through the Tunnel, emissions generated by workshops, diesel works trains and road vehicles used for staff transport, deliveries and catering. It also includes all emissions linked to the construction of infrastructure and the associated construction materials.

The carbon footprint assessment identified the Fixed Link's primary sources of greenhouse gas emissions, and was followed by an action plan focused on two factors that accounted for approximately 80% of the emissions: the use of energy provided by electricity and fossil fuels, and emissions from refrigeration fluids.

In addition to the steps taken by the Group since 2011 as detailed above, in 2009, the Group was accredited by the Carbon Trust Standard following an audit of the Group's management of greenhouse gas emissions and its performance over the previous three years, which confirmed a 44% reduction in emissions between 2006 and 2008. Another audit was conducted in 2013, and the Carbon Trust Standard certification was renewed for another year (until 31 December 2014).

Europorte applies the work-related travel policy of the Group, which encourages the use of public and rail transport for work-related travel by its staff.

In the United Kingdom, the Concessionaires, as managers of infrastructure of major importance to the British economy, were asked by the British Department for Environment, Food and Rural Affairs (DEFRA), in line with the 2008 Climate Change Act, to carry out a study of its infrastructure's ability to withstand the foreseeable effects of climate change.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

GBRf supports a number of green travel plans, including initiatives that encourage staff to cycle to work. Members of staff are encouraged to use public and particularly rail transport where possible.

Greenhouse gases emission indicator (scope 1 and scope 2 of the Kyoto Protocol(3))

CO2 tonnes equivalent	France	United Kingdom	Total
2013	78,653	88,100	✔ 166,753
2012	54,040	92,531	146,571

✔: Information verified to a reasonable assurance level by the statutory auditors.

An energy-saving action plan was launched within the Fixed Link businesses in 2011. Its various programmes, including particularly the introduction of an eco-driving support system for the locomotives, should help to meet the new target of a further 3% reduction in greenhouse gas emissions.

17.4.5 PROTECTION OF BIODIVERSITY

In 2013, the partnership between the Concessionaires and the White Cliffs Countryside Project (WCCP) was given its ninth successive Green Flag Award® for its management of the Samphire Hoe site, which has made an impressive contribution to local biodiversity.

Doll's House Hill, the steep slope overlooking the Folkestone terminal installations, is also an exceptional haven for animal and plant life recognised throughout the specialised scientific world. The Concessionaires have undertaken to maintain and conserve this site – which forms part of a site of special scientific interest (SSSI) like Samphire Hoe and the whole of the Folkestone Downs – again in partnership with the WCCP.

The soil and plant life in Biggins Wood were lifted when the Folkestone terminal was built and replanted close by, to conserve this remnant of Britain's primary forest.

The Whitemore marshalling yard in eastern England is managed for GBRf on behalf of Network Rail. This site includes a large number of protected animal and plant species.

In France, the ''Jardins Ordonn es´ '' with their seven-hectare lake are a popular haven for migrating species and an essential nest-building site for many birds.

17.5. INDICES

In 2013, Groupe Eurotunnel SA was included in the following sustainable development indices: (i) the Dow Jones STOXX Global ESG Leaders, notably EURO STOXX Sustainability and STOXX Europe Sustainability; (ii) the Gaia Index, a socially responsible index for mid-caps developed by IDMidCaps and Ethifinance. As a result, Groupe Eurotunnel SA is regularly monitored by several non-financial rating agencies.

In 2013, the Eurotunnel Group was placed third in the Gaia index out of 109 companies in the sector.

The Gaia Index was established in 2009 by Ethifinance with the support of SFAF and MiddleNext, and is a mid-cap index based on non-financial data. It assesses companies' level of commitment to sustainable development and social responsibility issues. The rating is based on 117 criteria, including 27 relating specifically to the environment, 24 to social issues and 43 to governance.

For the fourth consecutive year, the Eurotunnel Group was among the 230 companies analysed and was selected as one of the 70 French stocks to obtain the best non-financial ratings.

The Gaia Index, considered as a reference database in the world of SRI (Socially Responsible Investment), enables managers and analysts to identify the most responsible companies and to take into account non-financial criteria in their analysis and investment decisions. The panel reviewed represents revenues of more than c14- billion and more than one million jobs.

⁽³⁾ Emissions resulting from the use of fossil fuels in combustion installations or transport vehicles (scope 1), as well as leaks of refrigerant fluids, SF6 and halon 1301 (scope 1) and indirect emissions from power consumption (scope 2).

17.6. CROSS-REFERENCE TABLE

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
WORKFORCE INFORMATION
Employment
Total workforce	LA1	Total workforce by employment type, employment contract and region	17.2.1 Employment: a) Geographical breakdown of total workforce
Breakdown of employees by gender	LA1	Total workforce by employment type, employment contract and region	17.2.1 Employment: b) Breakdown of workforce by gender
Breakdown of employees by age			17.2.1 Employment: c) Breakdown of workforce by age group
Breakdown of employees by geographical region	LA1	Total workforce by employment type, employment contract and region	17.2.1 Employment: a) Geographical breakdown of total workforce
Hirings	LA2	Total number and rate of new employee hires and employee turnover by age group, gender and region	17.2.1 Employment: d) Recruitment
Dismissals	LA2	Total number and rate of new employee hires and employee turnover by age group, gender and region	17.2.1 Employment: e) Departures
Compensation	LA3	Benefits provided to full time employees that are not provided to temporary or part-time employees, by significant locations of operation	17.2.1 Employment: g) Remuneration
Evolution of compensation	LA3	Benefits provided to full time employees that are not provided to temporary or part-time employees, by significant locations of operation	17.2.1 Employment: g) Remuneration

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Work Organisation
Organisation of work time	LA	Labour Practices and Decent Work	17.2.2. Work Organisation: a) Working hours
Absenteeism	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work-related fatalities, by region	17.2.2. Work Organisation: c) Absenteeism
Labour Relations
Organisation of social dialogue	LA4	Percentage of employees covered by collective bargaining agreements	17.2.3 Labour Relations: a) Organisation of labour relations	Respect for the law: ''Eurotunnel Group companies and their employees must adhere to the laws, regulations and standards applicable in all countries where they carry on their business. Specifically, pursuant to the Global Compact principles of employment rights, they must recognise freedom of association and the right to collective bargaining.''
Summary of collective agreements	LA5	Minimum notice period(s) regarding significant operational changes, including whether it is specified in collective agreements	17.2.3 Labour Relations: b) Summary of collective agreements	Respect for the law: ''Eurotunnel Group companies and their employees must adhere to the laws, regulations and standards applicable in all countries where they carry on their business. Specifically, pursuant to the Global Compact principles of employment rights, they must recognise freedom of association and the right to collective bargaining.''

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Health and Safety
Occupational health	LA6 and LA8	Percentage of total workforce represented in formal joint management worker health and safety committees that help monitor and advise on occupational health and safety programmes	17.2.4 Health and safety: a) Health and safety conditions at work
		Education, training, counselling, prevention, and risk-control programmes in place to assist workforce members, their families, or community members regarding serious diseases
Safety at work	LA6 and LA8	Percentage of total workforce represented in formal joint management worker health and safety committees that help monitor and advise on occupational health and safety programmes.	a) Health and safety conditions in the workplace
		Education, training, counselling, prevention, and risk-control programmes in place to assist workforce members, their families, or community members regarding serious diseases
Agreements signed with trade unions on workplace health and safety	LA9	Health and safety topics covered in formal agreements with trade unions	17.2.4 Health and safety: b) Agreements with unions/staff representatives
Frequency rate of workplace accidents	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work-related fatalities, by region	17.2.4 Health and safety: c) Work safety indicators: Work-related accidents resulting in time off (%) Frequency rate
Severity rate of workplace accidents	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work-related fatalities, by region	c) Work safety indicators: Severity rate
Recording of occupational diseases	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work-related fatalities, by region	c) Work safety indicators

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Training policy
Total number of training hours	LA10 / LA11	Total workforce by employment type	17.2.5 Training: Number of training hours
		Programmes for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings
Diversity and equal opportunities
Diversity and equal opportunities policy and actions	LA13 / EC5 / EC7	Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity	17.2.6. Diversity and equal opportunities	Respect for people: Eurotunnel Group applies an equal-opportunities human resources policy in accordance with the law. In particular, it does not permit any discrimination for illicit
		Range of ratios of standard entry level wage compared with local minimum wage at significant locations of operation		reasons such as gender, age, way of life, race or nationality, disabilities, religious, political or trade union opinions or
		Procedures for local hiring and proportion of senior management hired from the local community at significant locations of operation		commitments. All moral, sexual or, in a more general sense, unlawful pressure, pursuit or persecution is prohibited
Gender equality	LA14	Ratio of basic salary and remuneration of women to men by employee category	17.2.6. Diversity and equal opportunities: a) Gender equality	Respect for people: Eurotunnel Group applies an equal-opportunities human resources policy in accordance with the law. In particular, it does not permit any discrimination for illicit reasons such as gender, age, way of life, race or nationality, disabilities, religious, political or trade union opinions or commitments. All moral, sexual or, in a more general sense, unlawful pressure, pursuit or persecution is prohibited
Employment and integration of disabled people	LA13	Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity	17.2.6. Diversity and equal opportunities: b) Employment and integration of disabled employees
Policies to prevent discrimination and promote diversity	LA13	Composition of governance bodies and breakdown of employees per employee category according to gender, age group, minority group membership, and other indicators of diversity	17.2.6. Diversity and equal opportunities: c) Combating discrimination	Respect for people: ''In particular, Eurotunnel Group does not permit any discrimination for illicit reasons such as sex, age, way of life, race, ethnicity or nationality.''

-

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Promotion and respect of ILO values (Human Rights)
	LA and HR	Labour Practices and Decent Work / Human Rights	17.3.4 Human Rights: a) Human Rights and fundamental principles of the International Labour Organization	Respect for people: Pursuant to the Global Compact principles in terms of Human Rights, Eurotunnel Group does not permit any violations of Human Rights
ENVIRONMENTAL INFORMATION
General Environmental Policy
Company organisation to take into account environmental issues. Environmental assessment or certification where required	Management approach	Disclosures that cover how an organisation addresses a given set of topics in order to provide context for understanding performance in a specific area	17.4.1 General Environmental Policy	Preservation of the environment: In accordance with the Global Compact environment principles, Eurotunnel Group has a precautionary approach to environmental problems. Eurotunnel Group strives to limit the environmental impact of its activities and those of the users of its services by implementing an active policy in this regard
Employee training and communication on environmental protection	Management approach	Disclosures that cover how an organisation addresses a given set of topics in order to provide context for understanding performance in a specific area	17.4.1 General Environmental Policy	Preservation of the environment: The Eurotunnel Group strives to make its employees more responsible with regard to the environment, and to give priority to the development and dissemination of environment-friendly technologies. The Eurotunnel Group strives to limit the environmental impact of its activities and those of the users of its services by implementing an active policy in this regard. All employees must assist with implementation of the measures taken by the Eurotunnel Group to protect the environment and encourage sustainable development, striving to make a contribution to best practices, especially in terms of reducing consumption, reducing production of waste, and selective waste sorting

● ¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Allocation of resources to prevent environmental risks and pollution	EN30	Total environmental protection expenditures and investments by type
Amount of provisions and guarantees for environmental risks (unless there is risk of serious harm)	EN28 / EC2	Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with environmental laws and regulations
		Financial implications and other risks and opportunities for the organisation's activities due to climate change
Pollution and waste management Prevention, reduction
Prevention, reduction or compensation measures for air emissions or water and soil	EN22 / EN23 / EN24	Total weight of waste by type and disposal method Total number and volume of significant spills	17.4.2 Risk prevention, pollution and waste management: waste indicator
discharges that seriously affect the environment		Weight of transported, imported, exported, or treated waste deemed hazardous under the terms of the Basel Convention Annex I, II, III, and VIII, and percentage of transported waste shipped internationally
Prevention, recycling and elimination of waste	EN27	Percentage of products sold and their packaging materials that are reclaimed by category	17.4.2 Risk prevention, pollution and waste management
Inclusion of noise pollution and all other forms of pollution specific to an activity	EN25	Identity, size, protected status and biodiversity value of water bodies and related habitats significantly affected by the reporting organisation's discharges of water and runoff	17.4.2 Risk prevention, pollution and waste management

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Sustainable use of resources
Water consumption			17.4.3 Sustainable use of resources: Water consumption indicator
Water supply based on local conditions	EN8 / EN9 / EN21	Total water withdrawal by source	17.4.3 Sustainable use of resources: Water
		Water sources significantly affected by withdrawal of water	consumption indicator
		Total water discharge by quality and destination
Consumption of raw materials	EN1	Materials used by weight and volume
Measures taken to improve efficiency in the use of raw materials	EN10	Percentage and total volume of water recycled and reused
Energy consumption	EN3 / EN4	Direct energy consumption by primary energy source	17.4.3 Sustainable use of resources: energy source
		Indirect energy consumption by primary source
Measures taken to improve energy efficiency and renewable	EN5 / EN6 / EN7	Energy saved due to conservation and efficiency improvements	17.4.1 General Environmental Policy
energy use		Initiatives to provide energy-efficient or renewable energy based products and services, and reductions in energy requirements as a result of these initiatives
		Initiatives to reduce indirect energy consumption and reductions achieved
Soil use
Climate change
Greenhouse gas emissions	EN16 / EN17 / EN19 / EN20	Total direct and indirect greenhouse gas emissions by weight (CO2 teq). Other indirect greenhouse gas emissions by weight (CO2 teq). Emissions of ozone-depleting substances by weight. NOx, SOx and other significant air emissions by type and weight	17.4.4 Climate change: greenhouse gases emission indicator (scope 1 and scope 2 of Kyoto protocol)

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Adaptation to the impact of climate change	EN18 / EC2	Initiatives to reduce greenhouse gas emissions and reductions achieved Financial implications and other risks and opportunities for the organisation's activities due to climate change	17.4.2 Risk prevention, pollution and waste management:
Protection of biodiversity
Measures taken to protect and improve biodiversity	EN11 to EN15 / EN25	Location and size of land owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas Description of significant impacts of activities, products and services on biodiversity in protected areas and areas of high biodiversity value outside protected areas Habitats protected or restored Strategies, current actions, and future plans for managing impacts on biodiversity Number of IUCN Red List	17.4.5 Protection of biodiversity
		species and national conservation list species with habitats in areas affected by operations, by level of extinction risk
		Identity, size, protected status, and biodiversity value of water bodies and related habitats significantly affected by the reporting organisation's discharges of water and runoff.
SOCIETAL INFORMATION
Territorial, economic and social impact of activity
Territorial impact of activities on employment and regional development	EC8 / EC9	Development and impact of infrastructure investments and services provided primarily for public benefit through commercial, in-kind, or pro bono engagement.	17.3.1 Social commitment: aligning the interests of the Group with those of the community: a) links to the local community, b) education

indirect economic impacts, including the extent of impacts

Understanding and describing significant

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Impact of activities on waterside or local populations	EC1 / EC6	Direct economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments	17.3.1 Social commitment: aligning the interests of the Group with those of the community 17.3.2 Good business practices: engaging faithfully and responsibly
		Policy, practices, and proportion of spending on locally-based suppliers at significant locations of operation
Relations with stakeholders
Conditions of dialogue with stakeholders	4.14 to 4.17	Boundary of the report (countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers, for example), for more detailed information, see the GRI Boundary Protocol. Identification and selection of stakeholder groups with whom to engage. This includes the organisation's process for defining its stakeholder groups, and for determining the groups with which to engage and not to engage. Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group. This could include surveys, focus groups, community panels, corporate advisory panels, written communication, management / union structures. The organisation should indicate whether any of the engagement was undertaken specifically as part of the report preparation process. Key topics and concerns that have been raised through stakeholder engagement, and how the organisation has responded to those key topics and concerns, including through its reporting

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Support, sponsorship and partnership initiatives	EC1	Direct economic value generated and distributed, including revenues, operating costs, employee compensation, donations and other community investments, retained earnings, and payments to capital providers and governments	17.3.1 Social commitment: aligning the interests of the Group with those of the community: a) links to the local community: Public private partnerships, charity initiatives, sponsorship, openness to the community
Subcontracting and suppliers
Consideration of social and environmental issues in procurement policies	EC6 / HR2	Policy, practices, and proportion of spending on locally-based suppliers at significant locations of operation Percentage of significant suppliers, contractors, and other business partners that have undergone human rights screening, and actions taken	17.3.2 Good business practices: engaging faithfully and responsibly
Importance of subcontracting and consideration of CSR in relations with suppliers and subcontractors	3.6 / 4.14	Boundary of the report (countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers, for example), for more detailed information, see the GRI Boundary Protocol Boundary of the report (countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers, for example), for more detailed information, see the GRI Boundary	17.3.2 Good business practices: engaging faithfully and responsibly

	_
	-
_	_

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Fair practices
Actions taken to prevent all forms of corruption	SO2 to SO4 SO7 / SO8	Percentage and total number of business units analysed for risks related to corruption Percentage of employees trained in organisation's anti-corruption policies	17.3.2 Good business practices: engaging faithfully and responsibly	Preventing and combating corruption: Pursuant to the Global Compact principles, the negotiation and performance of contracts must not give rise to instances of
		and procedures Actions taken in response		behaviour or facts that could be qualified as active or passive
		to incidents of corruption Total number of legal actions for anti-competitive		corruption, or connivance in influence peddling or favouritism
	behaviour, anti-trust and monopoly practices and their outcomes	No Eurotunnel Group employees may directly or indirectly give undue
		Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations		advantages to third parties, of any type and by any means, in order to obtain or maintain a commercial transaction or favourable treatment
				All kinds of corruption of public officials are forbidden
				All employees must avoid relations with third parties liable to personally place them in a compromising situation and raise doubts as to their integrity. Likewise, they must ensure they do not expose to such situations third parties whom they attempt to persuade or lead to do business with a Eurotunnel Group company
				All employees to whom these requests are made must report them to their hierarchy, which shall take all measures to curtail this situation.

¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document
Measures taken for consumer health and safety	PR1 / PR2	Life cycle stages in which health and safety impacts of products and services are assessed for improvement, and percentage of significant products and services categories subject to such procedures	17.3.3 Consumers: Respecting all our customers' interests
		Total number of incidents of non-compliance with regulations and voluntary codes concerning health and safety impacts of products and services, by type of outcomes
		Actions taken in response to incidents of corruption

17.7. REPORT BY THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD PARTIES, ON THE CONSOLIDATED LABOUR, ENVIRONMENTAL AND SOCIAL INFORMATION PRESENTED IN THE MANAGEMENT REPORT

This is a free translation into English of the statutory auditor's report issued in French and it is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Groupe Eurotunnel, appointed as Independent Third Parties, whose certification request has been approved by the COFRAC, we hereby present to you our report on the consolidated labour, environmental and social information (hereinafter the ''CSR Information'') for the year ended 31 December 2013, presented in the management report. This report has been prepared in accordance with Article L. 225-102-1 of the French Commercial Code.

Responsibility of the company

The Board of Directors is responsible for preparing the company's management report including CSR Information in accordance with the provisions of Article R. 225-105-1 of the French Commercial Code and with the guidelines used by the company (hereinafter the ''Guidelines''), summarised in Annex III of the management report and available on request from the company's head office.

Independence and quality control

Our independence is defined by regulations, the French code of ethics governing the audit profession and the provisions of Article L. 822-11 of the French Commercial Code. We have also implemented a quality control system comprising documented policies and procedures for ensuring compliance with the codes of ethics, professional auditing standards and applicable law and regulations.

Responsibility of the Statutory Auditors

On the basis of our work, it is our responsibility to:

• attest that the required CSR Information is presented in the management report or, in the event that any CSR Information is not presented, that an explanation is provided in accordance with the third paragraph of Article R. 225-105 of the French Commercial Code (Statement of completeness of CSR Information);
• express limited assurance that the CSR Information, taken as a whole, is presented fairly, in all material respects, in accordance with the Guidelines (Reasoned opinion on the fair presentation of the CSR Information);
• express, at the Group's request, a reasonable assurance on whether the information selected by the Group, and identified by the ✔ symbol in the chapter 17 of the management report is fairly presented, in all material respects, in accordance with the Guidelines.

Our work was performed by a team of approximately five to nine people depending on the different phases carried out between October 2013 and February 2014. We were assisted by our specialists in corporate social responsibility.

We performed the procedures below in accordance with professional auditing standards applicable in France, with the decree dated 13 May 2013 determining the manner in which the independent third party should carry out his work, and with ISAE 3000(4) concerning our opinion on the fair presentation of CSR Information.

1. Statement of completeness of CSR Information

On the basis of interviews with the individuals in charge of the relevant departments, we reviewed the company's sustainable development strategy with respect to the social and environmental impact of its activities and its social commitments and, where applicable, any initiatives or programmes it has implemented as a result.

We compared the CSR Information presented in the management report with the list provided in Article R. 225-105-1 of the French Commercial Code.

⁽⁴⁾ ISAE 3000 – Assurance engagements other than audits or reviews of historical information.

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

For any consolidated information that was not disclosed, we verified that the explanations provided complied with the provisions of Article R. 225-105, paragraph 3 of the French Commercial Code.

We verified that the CSR Information covers the consolidation scope, i.e. the company, its subsidiaries as defined by Article L. 233-1 and the entities it controls as defined by Article L. 233-3 of the French Commercial Code, within the limitations set out in the methodological information presented in Annex III of the management report.

Based on these procedures and given the limitations mentioned above, we attest that the required CSR Information has been disclosed in the management report.

2. Reasoned opinion on the fairness of the CSR Information

Nature and scope of the work

We conducted approximately thirty interviews with the people responsible for preparing the CSR Information in the departments in charge of collecting the information and, where appropriate, with those responsible for internal control and risk management procedures, in order to:

• assess the suitability of the Guidelines in terms of their relevance, completeness, reliability, impartiality and understandability, taking into account best practice, where appropriate;
• verify that a data-collection, compilation, processing and control procedure has been implemented to ensure the completeness and consistency of the Information and review the internal control and risk management procedures used to prepare the CSR Information.

We determined the nature and scope of our tests and controls according to the nature and importance of the CSR Information with respect to the characteristics of the company, the social and environmental impact of its activities, its sustainable development strategy and best practice.

With regard to the CSR Information that we considered to be the most important (listed in Annex):

• at parent entity level and subsidiaries and controlled entities level, we consulted documentary sources and conducted interviews to substantiate the qualitative information (organisation, policy, action), we performed analytical procedures on the quantitative information and verified, using sampling techniques, the calculations and consolidation of the data. We also verified that the data was consistent by cross-checking it with other information in the management report;
• at the entity level for a representative sample of entities selected(5) on the basis of their activity, their contribution to the consolidated indicators, their location and risk analysis, we conducted interviews to verify that the procedures were followed correctly and to identify any undisclosed data, and we performed tests of details, using sampling techniques, in order to verify the calculations made and reconcile the data with the supporting documents. The selected sample represents 77% of headcount and between 49% and 85% of quantitative environmental information.

For the other consolidated CSR information, we assessed its consistency based on our understanding of the company.

Moreover, we considered the relevance of the justification of the absence or partial lack of information, where applicable.

We believe that the sampling methods and sample sizes used, based on our professional judgement, were sufficient to enable us to provide limited assurance; a higher level of assurance would have required us to carry out more extensive work. Due to the use of sampling techniques and other limitations intrinsic to the operation of information and internal control systems, we cannot completely rule out the possibility that a material irregularity has not been detected.

Conclusion

Based on our work, we did not identify any material anomalies likely to call into question the fact that the CSR Information, taken as a whole, is presented fairly in accordance with the Guidelines.

^´ (5) Labour: Eurotunnel Services GIE (ESGIE), Europorte France (EPF, Socorail, Europorte Proximit e, Europorte Holding), GB Railfreight Limited. Environmental: France Manche SA (FM SA), Europorte France (EPF, Socorail, Europorte Proximit e, Europorte Holding), GB Railfreight Limited. ´

CORPORATE SOCIAL RESPONSIBILITY ●¹⁷

Nature and scope of our procedures

Concerning the information selected by the Group and identify by the ✔ symbol, we performed the same work as the one described on paragraph 2 hereinabove for the most important CSR information but in a more extensive way, particularly concerning the number of tests.

The selected sample accounted for, 77% of headcount and between 49% and 85% of quantitative environmental information identified by the ✔ symbol.

We consider that this work enables us to form a reasonable assurance on the information selected by the Group and identified by the ✔ symbol.

Conclusion

In our opinion, the information selected by the Group and identified by the ✔ symbol was prepared, in all material aspects, in accordance with the above-mentioned Protocol stated.

French original signed by: the statutory auditors

Paris La D efense, 12 March 2014 ´ Courbevoie, 12 March 2014

KPMG Audit Mazars Division of KPMG SA

Fabrice Odent Philippe Arnaud Jean-Marc Deslandes Emmanuelle Rigaudias Partner Partner Partner CSR Partner Climate Change & Sustainability Services Sustainability Services

●¹⁷ CORPORATE SOCIAL RESPONSIBILITY

Annex

List of information considered to be the most important

Social indicators	Opinion on the fair presentation	Reasonable assurance
Total workforce at the end of the year, breakdown by gender	X	X
Number of training hours	X	X
Frequency rate of work-related accidents resulting in time off	X	X
Absenteeism rate	X	X
Environmental indicators	Opinion on the fair presentation	Reasonable assurance
Water consumption	X	X
Greenhouse gases emission	X	X
Hazardous and non-hazardous industrial waste	X	X

Qualitative information	Opinion on the fair presentation	Reasonable assurance
Signing of the UN Global Compact in March 2013	X
Policy addressing psychosocial risks	X
Code of ethics	X
ISO 14001 certification of the Concessionaires	X
Climate change policy	X
Industrial waste management	X
Social commitments	X
Partnership agreement with the Ecole Nationale des Ponts et Chauss ees ´	X
Direct and indirect employment in the Kent and Pas-de-Calais areas	X

18. MAJOR SHAREHOLDERS

18.1. MAJOR SHAREHOLDERS

As at the date of this Registration Document, the GET SA share capital comprised 550,000,000 Shares.

The theoretical number of voting rights to be used to determine the thresholds was 638,540,112 on 31 December 2013.

The distribution of GET SA share capital is as follows:

	31 December 2013	31 December 2012
% of capital:
– individuals	13.12%	15.16%
– custodian	48.25%	47.56%
– institutions	36.59%	36.26%
– treasury	2.04%	1.02%
Number of shares	550,000,000	550,000,000

Source: TPI analysis and register.

The Company may, in accordance with regulations, at any time ask the securities clearing house for the name, nationality and address of persons holding securities that, immediately or in future, confer the right to vote at its shareholders' meetings, and the number of securities held by each. At the Company's request, the above information can be limited to persons holding a certain number of shares set by the Company. On the basis of the last such request, the geographical distribution of shareholdings was estimated as follows:

	% of capital
France	20%
United Kingdom	17%
United States	35%
Rest of World	28%
TOTAL	100%

In a letter to the AMF dated 26 September 2011, The Goldman Sachs Group, Inc., incorporated in Delaware (Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, USA), stated that its holding of shares in GET SA had, on 22 September 2011, indirectly, via the companies it controls, exceeded the thresholds of 20% and 25% of voting rights for GET SA and held indirectly, 85,289,551 shares, representing 163,315,953 voting rights, i.e. 15.64% of the capital and 26.05% of the voting rights of this company(1) divided as follows:

	Shares	% Capital	Voting Rights	% of Voting Rights
Aero 1 Global & International S.a.r.l. (Aero)(2)	85,170,758	15.62	163,197,160	26.03
Goldman Sachs & Co (GSCO)(3)	3,862	n/a	3,862	n/a
Goldman Sachs International (GSI)(4)	114,931	0.02	114,931	0.02
Total The Goldman Sachs Group, Inc.	85,289,551	15.64	163,315,953	26.05

The holding came to exceed the thresholds as a result of double voting rights being granted (referred to in section 21.2.5 of this Registration Document) in respect of the 78,026,402 Shares held in registered form by Aero continuously since 22 September 2009. In addition, the declarant specified, pursuant to article 223-14 III and IV of the general regulations, that it held:

• 3,331 share warrants on 30 December 2011, giving the right, upon exercise at the price of c0.40 per warrant, to subscribe to 113,254 Shares to be issued;
• 19 contracts for difference (CFDs) settled exclusively in cash, maturing between 9 September 2019 and 13 September 2021, concerning 28,534 Shares;
• 4 equity swaps, settled exclusively in cash, maturing between 11 and 21 September 2012 conferring a long position of 34,580 Shares.

In the same letter, the following declaration of intent was made: ''Aero declares that:

• No financing method was used to the extent that the exceeding of thresholds results from allocation of double voting rights for ordinary shares held in registered form;
• Neither The Goldman Sachs Group, Inc. or Aero, who is controlled at the highest level by The Goldman Sachs Group, Inc., are acting jointly with a third party;
• Almost all of the GET SA Ordinary Shares held by The Goldman Sachs Group, Inc. are held by Aero, an investment company within which the holdings are held by two funds (GS Global Infrastructure Partners I, L.P. et GS International Infrastructure Partners I, L.P.) managed by GS infrastructure Advisors 2006 LLC (together ''GSIP'');
• Aero has no intention to acquire further shares or voting rights;
• Neither The Goldman Sachs Group, Inc. nor Aero plans to take control of the Groupe Eurotunnel SA;
• GSIP is investing in infrastructure and assets and infrastructure- related companies. GSIP is investing primarily in transportation and service infrastructure. GSIP is investing globally, but with an emphasis on the OECD countries, particularly in Europe and North America. GSIP was created in 2006 and, by its very nature as an investor in infrastructure, is a long-term investor;
• In connection with this long-term investment policy, The Goldman Sachs Group, Inc. obtained that on 26 May 2010 Mr. Hugues Lepic and Mr. Philippe Camu were appointed to the board of directors of the Groupe Eurotunnel SA. Neither Aero nor The Goldman Sachs Group, Inc. has any plans to increase their representation(5);
• Neither The Goldman Sachs Group, Inc. nor Aero are considering modifying the strategy of the Groupe Eurotunnel SA or performing the operations listed under article 223-17 16o of general regulations;
• Neither The Goldman Sachs Group, Inc. nor Aero entered into a temporary transfer agreement for shares or voting rights of Groupe Eurotunnel SA. With regard to other companies controlled by The Goldman Sachs Group, Inc., these companies entered into securities loans and collateral pledges concerning respectively 3,862 and 114,931 ordinary shares, included in the total number of shares held by The Goldman Sachs Group, Inc.''

To the best of the knowledge of GET SA, no other shareholder jointly or solely holds directly or indirectly more than 5% of the share capital or the voting rights.

⁽¹⁾ Based on capital comprising 545,344,183 Shares representing 626,903,140 voting rights, pursuant to the 2nd paragraph of article 223-11 of the general regulations.

⁽²⁾ Company incorporated in Luxemburg and controlled at the highest level by The Goldman Sachs Group, Inc.

⁽³⁾ Limited Partnership incorporated in New York and controlled at the highest level by The Goldman Sachs Group, Inc.

⁽⁴⁾ Private unlimited company incorporated in England and controlled at the highest level by The Goldman Sachs Group, Inc.

⁽⁵⁾ Only Philippe Camu remains in office. Mr Hugues Lepic's term of office ended on 20 March 2013. He has been replaced by an independent director.

18.2. CONTROL

To the best of the knowledge of GET SA, there are no agreements that, if implemented, would bring about a change of control of GET SA.

Apart from the double voting rights described in paragraph 21.2.5 in this Registration Document, there are no specific voting rights attached to any GET SA Shares.

●¹⁹ RELATED PARTY TRANSACTIONS

19. RELATED PARTY TRANSACTIONS

The Group's related party transactions in 2013 are mentioned in note EE to the consolidated financial statements in chapter 20 of this Registration Document.

Related parties with a significant influence on the Group

During the financial restructuring in 2007, the Eurotunnel Group concluded interest rate hedging contracts with financial institutions, in the form of swaps (see note V to the consolidated financial statements in chapter 20 of this Registration Document). Goldman Sachs International was one of the counterparties to these hedging contracts, and at 31 December 2013 held 2.7% of the contracts, representing a charge of c1.7 million in 2013 and a liability of c16.9 million at 31 December 2013.

Two of Goldman Sachs's infrastructure funds (GS Global Infrastructure Partners I, L.P., and GS International Infrastructure Partners I, L.P., together known as GSIP) hold approximately 15.5% of GET SA's share capital at 31 December 2013.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20. FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.1.	HISTORICAL FINANCIAL INFORMATION	162
20.2.	PRO FORMA FINANCIAL INFORMATION	162
20.3.	ANNUAL FINANCIAL STATEMENTS	162
20.3.1	GET SA's consolidated financial statements for the financial year ending 31 December 2013 and the statutory auditors' report thereon	162
20.3.2	Groupe Eurotunnel SA parent company financial statements for the financial year ending 31 December 2013 and the statutory auditors' report thereon	211
20.4.	AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION	231
20.5.	DATE OF LATEST FINANCIAL INFORMATION	231
20.6.	INTERIM AND OTHER FINANCIAL INFORMATION	231
20.7.	DIVIDEND POLICY	231
20.8.	LEGAL AND ARBITRATION PROCEEDINGS	232
20.8.1	Proceedings relating to the safeguard plan	232
20.8.2	UK Competition Commission	234
20.8.3	IGC	235
20.8.4	Infringement proceedings initiated by the European Commission against France and the United Kingdom on the basis of Article 258 of the treaty on the functioning of the European Union (TFEU)	235
20.8.5	Impact on the financial situation and profitability of the Eurotunnel Group	237
20.9.	SIGNIFICANT CHANGES TO THE FINANCIAL OR COMMERCIAL SITUATION	237
20.10.	TABLE OF GET SA PARENT COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS	237
20.11.	STATUTORY AUDITORS' FEES	238

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.1. HISTORICAL FINANCIAL INFORMATION

The financial information presented in this Registration Document (in section 20.3) or included by reference in this document pursuant to article 28-1 of European Commission Regulation (EC) 809-2004, relates to GET SA, the Group's holding company, and its subsidiaries.

20.2. PRO FORMA FINANCIAL INFORMATION

None.

20.3. ANNUAL FINANCIAL STATEMENTS

20.3.1 GET SA's consolidated financial statements for the financial year ending 31 December 2013 and the statutory auditors' report thereon

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

	Statutory auditors' report on the consolidated financial statements for the year ended 31 December 2013	164
	Consolidated income statement	166
	Consolidated statement of other comprehensive income	166
	Consolidated statement of financial position	167
	Consolidated statement of changes in equity	168
	Consolidated statement of cash flows	169
	Notes to the financial statements	170
A.	Important events	170
B.	Basis of preparation and significant accounting policies	171
C.	Basis of consolidation	178
D.	Segment information	179
E.	Revenue	180
F.	Other income	180
G.	Employee numbers and employee benefits expense	180
H.	Remuneration of members of the board of directors and senior executives	181
I.	Other operating income and (expenses)	181
J.	Net finance costs	181
K.	Other financial income and (charges)	182
L.	Income tax expense	182
M.	Earnings per share	185
N.	Intangible assets and goodwill	185
O.	Tangible property, plant and equipment	186
P.	Interests in equity-accounted companies	188
Q.	Financial assets	188
R.	Share capital	190
S.	Changes in equity	191
T.	Share-based payments	191
U.	Retirement benefits	193

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

V.	Financial liabilities	197
W.	Matrix of class of financial instrument and recognition categories and fair value	201
X.	Financial risks	202
Y.	Litigations for which no provision has been made	206
Z.	Provisions	206
AA.	Trade and other payables	206
BB.	Commitments and contingent liabilities	207
CC.	Operating lease contracts	207
DD.	Statutory auditors' fees	207
EE.	Related party transactions	208
FF.	Events after the reporting period	208
	GG. Application of IAS 19 revised	208

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013

This is a free translation into English of the statutory auditors' report on the consolidated financial statements issued in French and is provided solely for the convenience of English-speaking users.

The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures.

This report also includes information relating to the specific verification of information given in the Group's management report.

This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your annual general meeting, we hereby report to you, for the year ended 31 December 2013, on:

the audit of the accompanying consolidated financial statements of Groupe Eurotunnel SA;
the justification of our assessments;
the specific verification required by law.

These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements based on our audit.

1 Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2013 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Without qualifying our opinion we draw attention to note A.3. « Accounting for deferred tax » and note L. « Income tax expense » of the consolidated financial statements which describe methods of deferred tax valuation and impacts on Group consolidated result and Group equity.

2 Justification of our assessments

In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters:

Deferred taxes valuation

Group recognises net deferred tax assets in balance sheet as described in note A.3 « Accounting for deferred tax » and note L « Income tax expense » of the consolidated financial statements. Our work consisted of assessing the consistency and the assumptions used by

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Group Eurotunnel's management with the Group's business plan in order to verify tax assets recoverability. We also verified that note L of the consolidated financial statements gives appropriate information.

Valuation of Concession tangible assets

In accordance with accounting policies described in note B.3.v of the consolidated financial statements and with note O.1 of such consolidated financial statements, the Eurotunnel Group performed an impairment test in order to ensure that the recoverable value of Concession tangible assets was still greater than their book value. We examined the conditions of implementation of this test based on discounted future cash flows after tax and capital expenditure as well as the main assumptions and parameters used. We further examined the sensitivity analysis performed. We also verified that note O.1 of the consolidated financial statements gives appropriate information.

Valuation of Europorte in France assets and maritime segment « MyFerryLink » assets

In accordance with accounting policies described in note B.3.v of the consolidated financial statements and with note O.2 of such consolidated financial statements, the Eurotunnel Group performed an impairment test in order to ensure that the recoverable value of Europorte in France assets and of the maritime segment « MyFerryLink » assets were still greater than their book value. We examined the conditions of implementation of this test based on the market value of Europorte in France assets, estimated by reference to studies performed by independent experts. We also verified that note O.2 of the consolidated financial statements gives appropriate information.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

3 Specific verification

As required by law we have also verified, in accordance with professional standards applicable in France, the information presented in the group's management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Statutory auditors

Paris La D efense, 12 March 2014 ´ Courbevoie, 12 March 2014

KPMG Audit Mazars Division of KPMG SA

Partner Partner

Fabrice Odent Jean-Marc Deslandes

CONSOLIDATED INCOME STATEMENT

d'000	Note	31 December 2013	31 December 2012(1)
Revenue	E	1,091,986	993,148
Other income	F	–	30,000
Total turnover		1,091,986	1,023,148
Operating expenses		(411,698)	(336,862)
Employee benefits expense	G,H	(231,227)	(227,370)
Depreciation	N,O	(166,149)	(161,380)
Trading profit		282,912	297,536
Other operating income	I	4,207	1,226
Other operating expenses	I	(2,122)	(5,556)
Operating profit		284,997	293,206
Share of result of equity-accounted companies	P	(1,220)	–
Operating profit after share of result of equity
accounted companies		283,777	293,206
Finance income	J	1,918	2,868
Finance costs	J	(271,399)	(272,196)
Net finance costs		(269,481)	(269,328)
Other financial income	K	14,894	16,307
Other financial charges	K	(8,762)	(8,276)
Result before tax: profit		20,428	31,909
Income tax expense	L	80,934	(190)
Result for the year: profit		101,362	31,719
Group share: profit		101,361	31,719
Minority interest share: profit		1	–
Profit per share (c)	M	0.19	0.06
Profit per share after dilution (c)	M	0.19	0.06

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

		31 December	31 December
d'000	Note	2013	2012(1)
Items that will never be reclassified to the income statement:
Actuarial gains and losses on employee benefits	U	7,515	(4,720)
Related tax	U	2,086	–
Items that are or may be reclassified to the income statement:
Foreign exchange translation differences		36,799	(40,029)
Movement in fair value of hedging contracts	V	229,092	(128,103)
Related tax	V	42,388	–
Net income/(expense) recognised directly in equity		317,880	(172,852)
Profit for the year – Group share		101,361	31,719
Total comprehensive income/(expense) – Group share		419,241	(141,133)
Total comprehensive income – minority interest share		5	–
Total comprehensive income/(expense) for the year		419,246	(141,133)

The accompanying notes form an integral part of these consolidated financial statements.

(1) The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is shown in note GG.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

d'000	Note	31 December 2013	31 December 2012(2)
ASSETS
Goodwill	N	16,997	17,364
Intangible assets	N	9,814	11,139
Total intangible assets		26,811	28,503
Concession property, plant and equipment	O	6,333,187	6,445,225
Other property, plant and equipment	O	195,858	202,425
Total property, plant and equipment		6,529,045	6,647,650
Equity-accounted companies	P	880	–
Deferred tax asset	L	127,496	–
Other financial assets	Q.1	157,259	155,188
Total non-current assets		6,841,491	6,831,341
Inventories		3,622	3,250
Trade receivables	Q.2	130,600	120,985
Other receivables	Q.2	30,280	43,185
Other financial assets	Q.1	207	208
Cash and cash equivalents	Q.3	276,725	256,228
Total current assets		441,434	423,856
Total assets		7,282,925	7,255,197
EQUITY AND LIABILITIES
Issued share capital	R	220,000	220,000
Share premium account		1,711,796	1,711,796
Other reserves		252,328	32,339
Profit for the year		101,361	31,719
Cumulative translation reserve		195,080	158,281
Equity – Group share		2,480,565	2,154,135
Minority interest share		5	–
Total equity		2,480,570	2,154,135
Retirement benefit obligations	U	43,203	50,474
Financial liabilities	V	3,889,951	3,934,295
Interest rate derivatives	V	626,925	856,017
Total non-current liabilities		4,560,079	4,840,786
Provisions	Z	907	1,661
Financial liabilities	V	39,527	53,849
Trade payables	W	170,837	175,691
Other payables	AA	31,005	29,075
Total current liabilities		242,276	260,276
Total equity and liabilities		7,282,925	7,255,197

(2) The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is explained in note GG.

The accompanying notes form an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Issued	Share			Cumulative
d'000	capital	account	share premium Consolidated reserves	Result	translation reserve		Group Minority Share interests	Total
At 1 January 2012		224,229 1,769,895	196,147	11,272	198,813	2,400,356	–	2,400,356
Transfer to consolidated reserves			11,272	(11,272)		–		–
Payment of dividend			(44,105)			(44,105)		(44,105)
Share issue costs		(100)				(100)		(100)
Share-based payments			5,219			5,219		5,219
Acquisition/sale of treasury shares			(44,842)			(44,842)		(44,842)
Cancellation of treasury shares	(4,229)	(57,999)	62,228			–		–
Result for the year				34,025		34,025		34,025
Net profit/(loss) recorded directly in equity			(128,103)		(40,029)	(168,132)		(168,132)
At 31 December 2012 as published		220,000 1,711,796	57,816	34,025	158,784	2,182,421	–	2,182,421
Restatement for amendment to IAS 19: adjustment of actuarial liability:( **)
at 1 January 2012			(20,757)			(20,757)		(20,757)
for the 2012 financial year			(4,720)	(2,306)	(503)	(7,529)		(7,529)
At 31 December 2012 adjusted( **)		220,000 1,711,796	32,339	31,719	158,281	2,154,135	–	2,154,135
Transfer to consolidated reserves			31,719	(31,719)		–		–
Payment of dividend (note S)			(65,189)			(65,189)		(65,189)
Share-based payments( *)			5,390			5,390		5,390
Acquisition/sale of treasury shares			(33,012)			(33,012)		(33,012)
Result for the year				101,361		101,361	1	101,362
Net profit/(loss) recorded directly in equity			281,081		36,799	317,880	4	317,884
At 31 December 2013		220,000 1,711,796	252,328	101,361	195,080	2,480,565	5	2,480,570

* Of which d3,338,000 relates to free shares and d2,052,000 relates to stock options.

** The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is shown in note GG.

The accompanying notes form an integral part of these consolidated financial statements.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED STATEMENT OF CASH FLOWS

d'000	Note	31 December 2013	31 December 2012( **)
Result for the year: profit		101,362	31,719
Income tax expense		(80,934)	190
Other financial income		(6,132)	(8,031)
Net finance costs		269,481	269,328
Share of result of equity-accounted companies		1,220	–
Other operating (income)/expenses		(2,085)	4,330
Depreciation		166,149	161,380
Trading profit before depreciation		449,061	458,916
Exchange adjustment	( *)	3,019	1,151
Increase in inventories		(371)	(986)
Decrease/(increase) in trade and other receivables		2,847	(21,317)
Increase in trade and other payables		4,457	21,222
Net cash inflow from trading		459,013	458,986
Other operating cash flows		(4,487)	1,773
Taxation paid		(1,943)	(158)
Net cash inflow from operating activities		452,583	460,601
Payments to acquire property, plant and equipment		(74,937)	(183,826)
Sale of property, plant and equipment		31,235	1,421
Change in loans and advances		(4,858)	(1,091)
Net cash outflow from investing activities		(48,560)	(183,496)
Dividend paid		(65,189)	(44,105)
Share issue costs		–	(697)
Purchase of floating rate notes		–	(18,400)
Purchase of treasury shares		(35,447)	(43,604)
Exercise of 2007 Warrants		–	2,932
Interest paid on Term Loan		(177,756)	(176,745)
Interest paid on hedging instruments		(63,086)	(50,892)
Scheduled repayment of debt		(45,835)	–
Cash received from loans		–	25,028
Interest paid on other loans		(1,374)	(1,082)
Repayment of other loans		(1,443)	(767)
Interest received on cash and cash equivalents		1,864	3,151
Interest received on other financial assets		6,217	5,832
Net payments on liquidity contract		2,304	(1,241)
Net cash outflow from financing activities		(379,745)	(300,590)
Increase/(decrease) in cash in year		24,278	(23,485)

* The adjustment relates to the restatement of elements of the income statement at the exchange rate ruling at the year end.

** The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is shown in note GG.

MOVEMENT DURING THE YEAR

d'000	Note	2013	2012
Cash and cash equivalents at 1 January		256,228	275,522
Effect of movement in exchange rate		(3,838)	4,473
Increase/(decrease) in cash in year		24,278	(23,485)
Decrease in interest receivable in year		57	(282)
Cash and cash equivalents at 31 December	Q.3	276,725	256,228

The accompanying notes form an integral part of these consolidated financial statements.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Notes to the financial statements

Groupe Eurotunnel SA is the consolidating entity of the Eurotunnel Group, whose registered office is at 3 rue La Bo etie, 75008 Paris, ´ France and whose shares are listed on Euronext Paris and on NYSE Euronext London. The term ''Groupe Eurotunnel SA'' or ''GET SA'' refers to the holding company which is governed by French law. The term ''Group'' or ''the Eurotunnel Group'' refers to Groupe Eurotunnel SA and all its subsidiaries.

The activities of the Group are the design, financing, construction and operation of the Fixed Link in accordance with the terms of the Concession (which will expire in 2086), as well as rail freight and maritime activities.

A. Important events

A.1 Maritime activity: procedure before the UK Competition Commission

Following the appeal by Groupe Eurotunnel SA and SCOP SeaFrance, the Competition Appeal Tribunal issued its judgement on 4 December 2013. This judgement quashed the decision by the UK Competition Commission of 6 June 2013 which prohibited Groupe Eurotunnel SA (or any connected party) from operating ferry services out of the port of Dover, either directly or indirectly, for a period of ten years using the ferries the Berlioz and the Rodin, and for a period of two years for any other ferry.

In this context, the financial statements at 31 December 2013 have been prepared on the basis that the maritime business will continue.

A.2 Reasoned opinion issued by the European Commission on the implementation of the first railway package

The Eurotunnel Group does not expect any significant consequences to result from this procedure.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

A.3 Accounting for deferred tax

Given its earnings outlook and its significant accumulated losses, the Group has accounted for a net deferred tax asset of c127 million at 31 December 2013, of which c83 million has been accounted for in the income statement and c44 million in other comprehensive income. Details of this are shown in note L below.

B. Basis of preparation and significant accounting policies

B.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with those IFRS standards as adopted by the European Union up to 31 December 2013. IFRS as adopted by the European Union differ in certain aspects from those published by the IASB. Nevertheless, the Group has checked that the financial information for the periods presented would not have been substantially different if they had been prepared in accordance with IFRS as published by the IASB.

The consolidated financial statements were finalised by the board of directors on 12 March 2014, and will be submitted for approval to the shareholders' general meeting.

B.2 Basis of preparation and presentation of the consolidated accounts

The consolidated accounts consist of the consolidation of the accounts of GET SA and its subsidiaries as set out in the table in note C below. The accounting periods of Eurotunnel companies run from 1 January to 31 December.

Eurotunnel has control over the nature and price of the services it provides, and therefore does not meet the criteria set out in IFRIC 12 relating to concession contracts. GET SA applies IAS 16 on property, plant, and equipment, and IAS 37 on provisions.

The following standards and interpretations published by the IASB and adopted by the European Union became applicable to the Group on 1 January 2013:

• The amendment to IAS 19 ''Employee benefits'', the main impact of which has been to remove the option adopted by the Group which allowed the unrecognised actuarial differences in excess of the 10% corridor to be amortised over the expected average remaining working lives of the plan members. Unrecognised actuarial differences now have to be accounted for in equity immediately. The application of this standard on 1 January 2013 has retrospectively changed the comparative exercise (2012) to show it as would have been had the standard been applied since 1 January 2012. The impact of these restatements on the financial statements at 31 December 2012 is given in note GG below.
• Amendment to IFRS 7 ''Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities''. This amendment has not had an impact on the Group's financial statements.
• IFRS 13 ''Fair Value Measurement'', which has led to the presentation of information relating to the hierarchy of fair value for financial assets and liabilities not valued at their fair value in note W and to the valuation of hedging instruments in note V.2.
• The Eurotunnel Group opted for early adoption for the 2012 financial year of the amendment to IAS 1 relating to the presentation of items of other comprehensive income for which application became mandatory for financial years commencing from 1 July 2012.

With the exception of the amendment to IAS 19 mentioned above, other standards and amendments have not had a significant impact on the Group's consolidated financial statements at 31 December 2013. Other texts whose application became mandatory during the year ended 31 December 2013 have had no impact on the Group's consolidated financial statements.

The following texts which have been published by the IASB and adopted by the European Union for mandatory application for accounting periods commencing on or after 1 January 2014 have not been adopted early by the Eurotunnel Group:

• The amendment to IAS 32 ''Offsetting Financial Assets and Financial Liabilities''.
• IFRS 10 ''Consolidated Financial Statements'' which will replace IAS 27 ''Consolidated and Separate Financial Statements'' for the part relating to consolidated financial statements as well as the interpretation SIC 12 ''Consolidation – Special Purpose Entities''.
• IFRS 11 ''Joint Arrangements'' which will replace IAS 31 ''Interests in Joint Ventures'' as well as the interpretation SIC 13 ''Jointly Controlled Entities – Non-Monetary Contributions by Venturers''.
• IFRS 12 ''Disclosure of Involvement with Other Entities''.
• Revision to IAS 27 renamed ''Separate Financial Statements'' and IAS 28 ''Investments in Associates and Joint Ventures''.

The application of IFRS 10 (single definition of control) and IFRS 11 (eliminating the proportionate consolidation for joint ventures) is being studied, although the Group does not expect them to have a significant effect on the way in which it consolidates its subsidiaries.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The texts which may be applicable to the Group that have been published by the IASB but not yet in force (not adopted by the European Union) are given below. Subject to being adopted by the European Union, they will be mandatory for accounting periods commencing on or after 1 January 2014.

• The amendment of IAS 36 ''Recoverable Amount Disclosures for Non-Financial Assets''.
• The interpretation IFRIC 21 ''Levies, an Interpretation on the accounting for levies imposed by governments''.

IFRS 9 ''Financial Instruments: Classification and measurement of financial assets and liabilities'' published by the IASB but not yet adopted by the European Union will be mandatory, subject to its being approved by the European Union, for accounting periods commencing on or after 1 January 2015.

The other standards, interpretations and amendments to existing standards are not applicable to the Group.

i. Exchange rates

GET SA's company accounts and consolidated accounts are prepared in euros.

The accounts of the Group's British subsidiaries, and notably those of GBRf, CTG and its subsidiaries, are prepared in sterling and are converted into euros as follows:

• Retained reserves brought forward and Concession property, plant and equipment and related depreciation, at historical rates.
• All other assets and liabilities at the rate ruling at the end of the reporting period.
• Income statement items, with the exception of the Concessionaires' depreciation, at the average rate for the year.
• Exchange differences arising from the application of the above are included in the cumulative translation reserve in the statement of financial position.
• The closing and average c/£ exchange rates for 2013 and 2012 are as follows:

g/£	2013	2012
Closing rate	1.199	1.225
Average rate	1.187	1.230

ii. Use of estimates and judgements

The preparation of the consolidated financial statements requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses for the period. The board of directors periodically reviews its valuations and estimates based on its experience and various other factors considered relevant for the determination of reasonable and appropriate estimates of the assets' and liabilities' carrying value.

The actual results could differ significantly from these estimates depending on different conditions and hypotheses. The use of estimations concerns mainly the valuation of intangible and tangible property, plant and equipment (see notes N and O), the evaluation of the Group's deferred tax situation (note L), and certain elements of the valuation of financial assets and liabilities (note W).

B.3 Significant accounting policies

i. Business combinations and goodwill

Business combinations are recorded in accordance with the acquisition accounting method as set out in revised IFRS 3. Under this method, the assets acquired and liabilities and contingent liabilities assumed are recorded at fair value.

Goodwill represents the excess of the acquisition price over the fair value of the identifiable assets, liabilities and contingent liabilities acquired. It is valued in the functional currency of the entity acquired and is accounted for in the statement of financial position.

Where the fair value of assets, liabilities and contingent liabilities acquired exceeds the acquisition price, a negative goodwill is immediately recorded in the income statement.

Costs directly attributable to business combinations are accounted for in the period's operating result.

ii. Interests in equity-accounted companies

Interests in equity-accounted companies include investments in entities in which the Group has significant influence and jointly controlled entities. These investments are initially recognised at cost of acquisition, including any goodwill arising. Their carrying amount

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

is then increased or decreased to recognise the Group's share of the entity's profits or losses after the date of acquisition. Should the losses be greater than the value of the Group's net investment in the equity-accounted entity, these would only be recognised to the extent that the Group has entered into a commitment to recapitalise the entity.

Should there be an indication that an investment is impaired, its recoverable value is tested and impairment losses are recognised as a deduction from the carrying amount of the corresponding investments.

The Eurotunnel Group presents its share of the net result of equity-accounted investments whose operational nature is in line with the Group's activity on a specific line of the income statement, between the ''operating profit'' and ''operating profit after share of result of equity-accounted companies'' lines.

iii. Intangible assets relating to commercial contracts

Intangible assets are depreciated on a straight line basis over the estimated life of the commercial contracts.

iv. Tangible property, plant and equipment, and depreciation

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Property, plant and equipment is depreciated on a systematic basis in order to write down the costs of assets over their expected useful lives as follows:

	Fixed Link	Europorte	Maritime
Tunnels	Concession( *)	–	–
Terminals and related land	10 years – life of Concession( *)	–	–
Fixed equipment and machinery	5 years – life of Concession( *)	–	–
Land, construction, fixtures and fittings	–	Length of contract/20 years	10 years
Industrial equipment	–	3 – 10 years	5 – 10 years
Rolling stock	5 – 60 years	5 – 35 years	–
Ferries	–	–	5 – 23 years( **)
Freehold land	not depreciated	–	–
Office equipment	3 – 10 years	3 – 10 years	3 – 10 years

* The Concession expires in 2086.

** The depreciation period has been determined for each ferry based on an expected useful life of 30 years from their first date of entry into service.

The expected useful lives of the assets are kept under review and revised when necessary, according to experience.

Concession property, plant and equipment whose useful life is greater than the duration of the Concession, is depreciated over the life of the Concession on a straight line basis. Depreciation on assets whose useful life is less than the duration of the Concession (''renewable assets'') is calculated on a straight line basis.

As all property, plant and equipment will be written down to £nil at the end of the Concession, depreciation of the final renewal cost of renewable assets will be based on the residual duration of the Concession.

The calculation for depreciation of the ferries takes account of their estimated residual value at the end of their useful lives, determined on the basis of their scrap value.

Subsidies on capital expenditure received during the year have been allocated to the asset to which they relate.

v. Impairment of tangible property, plant and equipment

In accordance with IAS 36, the carrying amounts of assets and groups of assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment.

In the Eurotunnel Group each activity segment represents a cash-generating unit (CGU), although, in certain circumstances, the CGU may be made up of a single operating legal entity.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

If any indication of impairment exists, an impairment test is carried out: the net book value of the asset is compared to its recoverable amount. The recoverable amount of assets is the greater of their net selling price and their value in use. The net selling price is determined by reference to studies carried out by independent experts.

The value in use of CGUs is calculated by discounting operating cash flows after taxation and capital expenditure incurred to replace assets as forecast in the CGU's business plan and validated by the Group's management as part of its operational management. The period covered by the business plan is three years. For Concession assets, cash flows are extrapolated on the basis of an assumption of growth over the residual duration of the Concession. For non-Concession assets, the extrapolation is complemented by a terminal value which is calculated on the basis of infinite free cash flows that continue growing at a moderate rate below inflation. The discount rate retained is the WACC calculated per CGU at each year end. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

Goodwill is subject to an annual impairment test. The recoverable value is calculated for the CGU to which the goodwill belongs.

vi. Retirement liabilities

The Group provides for its legal and contractual obligations for retirement indemnities of employees under French contracts, and for the defined benefit retirement schemes of employees under UK contracts operated by CTG and ESL and GBRf's retirement scheme. The liability for defined benefits, recorded in the statement of financial position, is the present value of the obligation under defined benefit plans at the end of the financial year less the fair value of plan assets. These liabilities are valued using the actuarial method of projected unit of credit on the basis of actuarial valuations made at the end of each financial year. The current service cost of the period and the interest on the obligation are accounted for in the ''staff benefit expense'' line of the consolidated income statement. Valuation of the liability for defined benefit plans in respect of (i) actuarial gains and losses, (ii) the actual return on plan assets and (iii) changes in the effect of the asset ceiling benefits are recognised in the consolidated statement of other comprehensive income.

vii. Provisions

Provisions are recognised when there exists a legal or constructive obligation stemming from a past event and when the related future cash flows can be reliably estimated.

viii. Financial instruments

Financial assets

In accordance with IAS 39, the Group's financial assets have been classified in one of the following four categories:

financial assets at fair value through profit and loss;
loans and receivables;
held-to-maturity investments;
available-for-sale financial assets.

The classification defines the accounting treatment of these instruments. The classification is designated by the Group at the date of initial recognition depending on the purpose for which the assets were acquired. The purchase and sale of financial assets are accounted for on the transaction date, being the date on which the Group has contracted for the purchase or sale of the asset.

Financial assets at fair value through profit and loss

These are financial assets held by the Group for the purpose of generating a short-term profit, or assets designated to this category at inception.

These assets are measured at their fair value with changes in the carrying amount being taken to the income statement.

These financial instruments include short-term treasury investments which are classified as current assets in cash equivalents.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not listed on an active market and that are not held for trading purposes and are not available for sale.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

These assets are initially measured at their fair value and subsequently at their amortised cost using the effective interest rate method. For short-term receivables that do not have a contractual rate of interest, the fair value is assimilated to the original invoiced amount except where the effective interest rate has a significant impact.

These assets are subject to impairment tests if there is an indication of impairment losses. An impairment loss is recognised whenever the carrying amount exceeds the estimated recoverable amount.

Receivables arising on shares and trade receivables are included in this category. They are shown as financial assets and as trade receivables.

Held-to-maturity investments

Held-to-maturity investments are financial assets, other than loans and receivables, with fixed or determinable payments and fixed maturity that the Group has the positive intent and ability to hold to maturity. At the end of the reporting period, the Group has not designated any financial asset to this category.

Available-for-sale financial assets

All financial assets that are not classified in another category are classified as available-for-sale. They are measured at their fair value. Unrealised gains and losses are recognised in equity until the asset's sale or derecognition. However when there is objective evidence that an available-for-sale asset may be impaired, the cumulative net loss is recognised in profit or loss. Impairments on equity securities cannot be reversed in subsequent accounting periods. The impairment criteria defined by the Group for securities and shares (securities with variable returns) correspond to a prolonged or significant loss. For debt instruments, the impairment is only charged to the income statement when impairment is indicated that is related to a counterparty risk.

Fair value, for listed securities, equates to the market price. For unlisted securities, the fair value is determined by reference to recent transactions or by using valuation techniques incorporating reliable and observable market data. However, when no reliable estimate of the fair value of a security can be made, it is measured at historical cost. These assets are subject to impairment tests to establish their recoverability.

This category includes shares in non-consolidated subsidiaries and other financial assets.

Financial liabilities

Financial liabilities include, in accordance with IAS 39:

loans and bank overdrafts;
derivative liabilities.

Borrowings

Borrowings are recognised initially at fair value less transaction costs, and subsequently at amortised cost according to the effective interest rate method.

For financial liabilities that are at a fixed interest rate, interest costs are recognised at a constant interest rate until maturity of the debt using the effective interest rate method. The effective interest rate is the rate that exactly discounts all of the contractual cash flows due on the debt until its maturity. These cash flows are calculated on the basis of the estimated cash flows due on each instrument constituting the debt. The calculation takes into account the transaction-related costs and all other premiums and discounts.

For financial liabilities that are at a variable interest rate, cash flows are periodically re-estimated to reflect changes in market interest rates, thereby changing the effective interest rate.

For financial liabilities that are at a fixed interest rate indexed to inflation, cash flows are periodically re-estimated to take account of actual fluctuations in the inflation rate, thereby changing the effective interest rate.

Interest rate hedging instruments

All the derivative instruments are designed to hedge exposure to interest rate risk. They are measured at market value and are used as cash flow hedges.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Cash flow hedges: the derivative instruments designed to hedge the floating rate element of the debt are accounted for as cash flow hedges. The portion of the gains and losses arising from changes in the fair value that is deemed to be an effective hedge is taken directly to equity until the underlying transaction is recognised in the Group's financial statements. The portion deemed ineffective is accounted for in the income statement for the period. The gains and losses included in equity are recycled to the income statement in the period when the hedged item affects the income statement. The interest rate hedging instruments described in note V on financial liabilities, meet the criteria set out in IAS 39 and are therefore accounted for as cash flow hedges.

ix. Share-based payments

Share options are accounted for in accordance with IFRS 2. The options are valued at their fair value at the date on which they are granted (see note B.4 below) and any variations in value occurring after the grant date are not taken into account. The value is charged to employee benefits expense on a straight line basis between the date of the grant and the maturity date (the vesting period), with an equal and opposite entry directly to equity.

x. Treasury shares

GET SA shares held by the Group are accounted for at cost as a reduction in equity. Subsequent disposals are taken directly to equity and no profit or loss is recognised.

xi. Foreign exchange

Transactions in foreign currencies are converted into the reporting currency of each individual company at the rate of exchange ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies other than those mentioned in note B.2i above are translated at the rate ruling at the end of the reporting period. Exchange differences are dealt with in the income statement.

xii. Revenue recognition

Revenue comprises the value of sales of services in the normal course of business. Revenue is recognised on the date the service is rendered; that is to say when the transport occurs. Therefore when travel tickets are issued for the Shuttle and the maritime activities, they are accounted for in ''deferred income''.

xiii. Net gains or net losses on each category of financial instrument

Interest income and charges recognised in profit or loss include:

• Interest on the financial assets and liabilities accounted for at amortised cost using the effective interest rate method. The calculation of the effective interest rate includes all commissions and margins payable or receivable between the contracting parties which are an integral part of the effective interest rate, and all transaction costs and all other premiums and discounts. The transaction costs are the marginal costs directly attributable to the acquisition, issue or disposal of a financial asset or liability.
• Changes in the fair value of derivatives categorised as hedges (for the ineffective portion).

xiv. Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Additional tax payable on the distribution of dividends is accounted for when the dividends are recognised as a liability.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities, for financial reporting purposes and the amounts used for taxation purposes, except as provided by IAS 12 ''Income Taxes''.

The tax rates used are those in effect at the end of the reporting period.

Net deferred tax is determined at the level of each tax group.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Deferred tax assets in respect of temporary differences are recognised only to the extent that it is probable that sufficient future taxable profits will be available against which the differences can be used, at the level of the tax entity.

Deferred tax assets in respect of tax losses are recognised according to the likelihood of their recoverability assessed on the basis of the Group's budget and medium-term plans. The assumptions in these plans used are the same as those used for testing the value of assets.

B.4 Measurement of fair value

The Group's accounting policies require the measurement of its financial and non-financial assets and liabilities at their fair value. The fair value has been measured, both for their valuation and for the presentation of information in the notes to the accounts, in accordance with the following methods. When necessary, more detailed information relating to the assumptions used in the measurement of fair value is given in the notes on the asset or liability concerned.

Non financial instruments

Tangible property, plant and equipment

The fair value of tangible property, plant and equipment acquired following a business combination is measured by taking the higher of the net selling price or the value in use.

Intangible assets

The fair value of intangible assets acquired following a business combination is measured using the present value of forecast future cash flows after taxation to be generated by the assets concerned.

Share-based payments

The fair value of stock option plans is measured by applying the binomial Black & Scholes model and the Monte Carlo approach. The basis of calculation includes the share price on the grant date, the exercise price of the options, expected volatility of the underlying shares, expected period before exercise, expected dividends and share yield, and the expected turnover of beneficiaries. Performance conditions which are not related to the market are not included in the fair value measurement.

Financial instruments

Financial assets accounted for at their fair value are classified in accordance with the following levels of fair value:

• Level 1: fair value using quoted prices (unadjusted) observed in active markets for identical assets or liabilities.
• Level 2: fair value using data (''inputs'') other than quoted prices included in level 1, which are observable for the asset or liability, either directly (in the form of price) or indirectly (determined from the price).
• Level 3: fair value from valuation techniques which rely completely or in part on non observable data such as prices on an inactive market or the valuation on a multiples basis for non quoted securities.

Cash and cash equivalents

Cash and cash equivalents include cash and short-term investments with maturities less than or equal to three months from date of acquisition which do not carry a significant risk of variation in value and which are used by the Group to manage short term commitments. Money market funds are evaluated at their market value at the end of the reporting period.

Trade and other receivables

The fair value of trade and other receivables is measured on the basis of their expected recoverable value. This fair value is measured for the purpose of the information in the notes to the accounts as part of the receivables acquired following the business combinations.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Derivative instruments

The fair value of hedging instruments is measured on the basis of valuations supplied by the financial counterparties integrating the credit risk (CVA) or the counterparty risk (DVA).

B.5 Financial indicators

The main financial indicators used are the following:

i. EBITDA/operating margin

EBITDA (or operating margin) as used by the Group is calculated by adding back depreciation charges to the trading profit.

ii. Distinction between the trading result and the operating result

The Group considers that it is helpful to include an additional result line in the presentation of its income statement within the operating result, in order to understand better its financial performance. This line is called the ''trading result'', and excludes income or charges which are non-recurrent in terms of their frequency and nature and for which the amount is significant. The Group therefore applies recommendation number 2013-03 of the French national authority for accounting standards, the Autorit e des Normes Comptables ´ .

C. Basis of consolidation

Companies acquired or formed during the year are consolidated as from their date of acquisition or formation.

For the purposes of consolidation, GET SA comprises the following companies at 31 December 2012 and 31 December 2013:

	Country of		31 December 2013		31 December 2012
	registration or incorporation	Consolidation method	% interest	% control	% interest	% control
Fixed Link segment
Groupe Eurotunnel SA (GET SA)	France	FC		Holding company
France Manche SA (FM, the French Concessionaire)	France	FC	100	100	100	100
The Channel Tunnel Group Limited (CTG, the British Concessionaire)	England	FC	100	100	100	100
Centre International de Formation Ferroviaire de la ˆ C ote d'Opale SAS (CIFFCO)	France	FC	100	100	100	100
ElecLink Limited	England	EM	49	49	–	–
Eurotunnel SE	Belgium	FC	100	100	100	100
Eurotunnel Management Services Limited( *)	England	FC	100	100	–	–
Eurotunnel Services GIE (ESGIE)	France	FC	100	100	100	100
Eurotunnel Services Limited (ESL)	England	FC	100	100	100	100
Gamond Insurance Company Limited (GICL)	Guernsey	FC	100	100	100	100
Eurotunnel Agent Services Limited	England	FC	100	100	100	100
Eurotunnel Financial Services Limited	England	FC	100	100	100	100
GET Elec Limited	England	FC	100	100	100	100
Cheriton Resources 14 Limited	England	FC	100	100	100	100

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

	Country of		31 December 2013		31 December 2012
	registration or incorporation	Consolidation method	% interest	% control	% interest	% control
Europorte segment
Europorte SAS Europorte Channel SAS Europorte France SAS Europorte Proximit e SAS ´ Socorail SAS GB Railfreight Limited Eurosco SAS Bourgogne Fret Services	France France France France France England France	FC FC FC FC FC FC FC	100 100 100 100 100 100 100	100 100 100 100 100 100 100	100 100 100 100 100 100 100	100 100 100 100 100 100 100
SAS( *)	France	FC	63	100	–	–
MyFerryLink segment
Euro-TransManche Holding SAS MyFerryLink SAS Euro-TransManche SAS Euro-TransManche 3 SAS Euro-TransManche 3 BE SAS Euro-TransManche 3 NPC	France France France France France	FC FC FC FC FC	100 100 100 100 100	100 100 100 100 100	100 100 100 100 100	100 100 100 100 100
SAS	France	FC	100	100	100	100
Companies with no significant activity during 2013
Cheriton Leasing Limited, Cheriton Resources 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, 13,
15, 16 Limited Euro-Immo GET SAS Eurotunnel Developments	England France	FC FC	100 100	100 100	100 100	100 100
Limited (EDL) Eurotunnel Finance Limited	England	FC	100	100	100	100
(EFL) EurotunnelPlus GmbH EurotunnelPlus Limited Eurotunnel Trustees Limited	England Germany England	FC FC FC	100 100 100	100 100 100	100 100 100	100 100 100
(ETRL) Le Shuttle Limited London Carex Limited MyFerryLink Limited Orbital Park Limited (OPL)	England England England England England	FC FC FC FC FC	100 100 100 100 100	100 100 100 100 100	100 100 100 100 100	100 100 100 100 100
Soci et ´ e Immobili ´ ere et `<br>` Fonci ere Eurotunnel SAS	France	FC	100	100	100	100

* New companies formed in 2013.

All the companies listed above are fully consolidated (FC) at 31 December 2013 except ElecLink Limited which is 49%-owned by GET Elec Limited (subsidiary of Groupe Eurotunnel SA) and is accounted for under the equity method (EM) from 1st January 2013.

ElecLink Limited has an activity whose nature is in line with the Group's business, and as such, the Group's share of the company's net result is included in the consolidated income statement in the line ''share of result of equity-accounted companies''.

D. Segment information

The Group is organised around the following three activities, which correspond to the internal information reviewed and used by the main operational decision makers (the Executive Committee):

• the ''Concession for the cross-Channel Fixed Link'' segment which includes the Group's corporate services,
• the ''Europorte'' segment, the main activity of which is that of rail freight operator, and
• the ''MyFerryLink'' segment, the main activity of which is the lease of ferries and the commercialisation of cross-Channel transport services. The ferries are leased to SCOP SeaFrance which is an operating company outside the Eurotunnel Group.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

d'000	Fixed Link	Europorte	MyFerryLink(*)	Total
Au 31 December 2013
Revenue	779,188	238,493	74,305	1,091,986
EBITDA	452,212	19,241	(22,392)	449,061
Trading profit/(loss)	303,780	8,324	(29,192)	282,912
Net result before taxation	43,715	7,215	(30,502)	20,428
Investment in property, plant and equipment	37,442	31,445	5,495	74,382
Property, plant and equipment (intangible and tangible)	6,334,257	149,519	72,080	6,555,856
Au 31 December 2012
Revenue	776,708	209,484	6,956	993,148
EBITDA	468,596	2,826	(12,505)	458,917
Trading profit/(loss)	318,884	(7,394)	(13,954)	297,536
Net result before taxation	56,604	(9,307)	(15,388)	31,909
Investment in property, plant and equipment	57,051	49,254	75,834	182,139
Property, plant and equipment (intangible and tangible)	6,445,738	157,030	73,385	6,676,153

* Operations began on 20 August 2012.

Geographical information

The activities of the Fixed Link and MyFerryLink are mainly that of the transport of vehicles and their passengers between France and the United Kingdom.

In 2013, approximately 46% of the Europorte segment's revenues were generated in France and 54% in the United Kingdom.

E. Revenue

Revenue is analysed as follows:

d'000	2013	2012
Shuttle Services	477,006	478,148
Railway Network	289,257	285,621
Other revenues	12,926	12,939
Sub-total Fixed Link	779,189	776,708
Europorte	238,493	209,484
MyFerryLink	74,304	6,956
Total	1,091,986	993,148

MyFerryLink began operations on 20 August 2012.

F. Other income

At 31 December 2012, other income related to indemnities from insurers relating to operating losses resulting from the fire in September 2008 amounting to c30 million.

G. Employee numbers and employee benefits expense

	2013	2012
Number of persons employed at year end( *)	3,754	3,688
Average number of persons employed( *)	3,732	3,621
Employee benefits expense (in c'000)( *)	231,227	227,370(***)

* Including board directors.

** Including employment costs and directors' remuneration (10 non-executive directors at 31 December 2013 and 10 at 31 December 2012).

*** The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is shown in note GG.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

In 2013, employee benefits expense include charges of c5,388,000 (2012: c5,273,000) relating to share options and free shares (see note T below).

H. Remuneration of members of the board of directors and senior executives

The total remuneration from all Group companies to members of the GET SA board of directors who served during 2013 was c1.5 million (2012: c1.4 million) before pension contributions. This remuneration, which includes attendance fees paid to members of the board of directors and the Chairman and Chief Executive Officer's remuneration, is entirely comprised of current employment benefits.

The remuneration for members of the Group's Executive Committee (excluding members of the board of directors) in 2012 and 2013, is given in the table below. There were 7 members of the Executive Committee (excluding board directors) at 31 December 2013 (5 at 31 December 2012), 2 of whom were members of a UK pension scheme which is described in note U below.

d'000	2013	2012
Current employment benefits	1,442	1,350
Post employment benefits	40	28
Other long term benefits	–	–
Payments in respect of termination of service	–	104
Cost of share-based payments	831	636
Total	2,313	2,118

I. Other operating income and (expenses)

d'000	2013	2012
Net profit on disposal or write-off of assets	3,413	813
Other	794	413
Sub-total other operating income	4,207	1,226
Other operating expenses	(2,122)	(5,556)
Total	2,085	(4,330)

In 2012, other operating expenses included, in particular, charges totalling c3.3 million incurred by the Group as part of the acquisition of certain SeaFrance assets.

J. Net finance costs

d'000	2013	2012
Finance income	1,918	2,868
Total finance income	1,918	2,868
Interest on loans before hedging Adjustments relating to hedging instruments Effective rate adjustment	(178,157) (62,868) (1,034)	(178,878) (51,505) (990)
Sub-total Inflation indexation of the nominal	(242,059) (29,340)	(231,373) (40,823)
Total finance costs after hedging	(271,399)	(272,196)
Total net finance costs after hedging	(269,481)	(269,328)

Since 28 June 2012, interest on loans before hedging has included the additional 2% margin on the nominal value of tranches C1 and C2, which in 2013 amounted to an additional charge of c14 million compared to 2012.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The inflation indexation of the nominal reflects the effect of the levels of UK and French inflation rates in the year on the calculation of the nominal amount of tranches A1 and A2 of the Term Loan as described in note V below.

Information relating to financial liabilities and hedging instruments is presented in note V below.

K. Other financial income and (charges)

d'000	2013	2012
Unrealised exchange gains( *)	4,125	7,673
Realised exchange gains	3,843	2,204
Interest received on floating rate notes	6,689	6,236
Other	221	194
Sub-total other financial income	14,878	16,307
Unrealised exchange losses( *)	(7,075)	(6,586)
Realised exchange losses	(1,671)	(1,690)
Sub-total other financial charges	(8,746)	(8,276)
Total	6,132	8,031

* A net charge of d2,950,000 resulting from the re-evaluation of intra-group debtors and creditors (31 December 2012: net income of d1,087,000).

L. Income tax expense

L. 1 Effect on the income statement

i. Tax provisions of the Concession Agreement and other provisions

The Concession Agreement requires that the Group's Concessionaires (CTG and FM) share equally the cost price of the project and all revenues and costs relating to the operation of the Fixed Link between the British and French companies. Operating revenues and costs are recognised in the income statement of the partnership and are shared equally between the Concessionaires. Revenues and costs which do not relate to the operation of the Concession are not subject to these sharing arrangements.

Article 15 of the French Finance Act 2013 on the limitation of the deductibility of financial expenses does not apply to the subsidiary FM as assets acquired under a concession contract are outside its application scope.

ii. Tax accounted for through the income statement

d'000	2013	2012
Current tax:
Income tax	(133)	(190)
Tax on dividends	(1,956)	–
Total current tax	(2,089)	(190)
Deferred tax	83,023	–
Total	80,934	(190)

The current tax charge relates to amounts paid or to be paid in the short term to the tax authorities for the year, according to the rules in force in the different countries and specific conventions. In 2013, the current tax charge related to tax to be paid outside France and the UK.

At 31 December 2013, the Group accounted for a deferred tax asset for the first time which resulted in a credit of c83 million in respect of the French and UK tax groups as described in note A.3 above. This credit has been determined on the basis of deferred tax positions at the end of the financial year.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

iii. Reconciliation between the effective tax rate and the applicable tax rate

d'000	2013	2012 restated
Result before tax	20,428	31,909
Theoretical tax charge	34.43% (7,033)	34.43% (10,986)
Impact of tax rates in foreign jurisdictions	3,000	2,983
Share of ElecLink's result which is not taxed	(332)	–
Taxation on restructuring profit previously deferred	(12,973)	–
Effect of permanent differences	(5,036)	(11,169)
Changes in temporary differences of the financial year for which no deferred tax had previously been recognised	25,915	26,400
Tax loss for the year for which no deferred tax has been recognised	(3,674)	(7,418)
Effect of deferred tax recognised for the first time in 2013	83,023	–
Tax on dividends	(1,956)	–
Income tax	80,934	(190)

The proof of tax for the French tax group, in view of its fiscal deficit at 31 December 2013 and for the year 2014 on the basis of the Group's estimates, was established on the basis of a tax rate of 34.43% in force in 2013 and 2014 excluding additional contributions. The deferred tax calculation for the French tax group was made on this same basis.

For the British tax group, in view of its fiscal deficit at 31 December 2013 and for the years 2014 and 2015 on the basis of the Group's estimates, deferred tax was calculated on the basis of the tax rate of 20% corresponding to the rate in effect from 1st April 2015.

L.2 Effect on the statement of financial position

i. Deferred tax

$\sim$	٠ .

d'000					Impact on
Tax effects of temporary differences related		At 31 December 2013		Impact on	other comprehensive
to:	Asset	Liability	Net	the result	income
Property, plant and equipment	700,143	(366,314)	333,829	333,829	–
Hedging contracts	42,388	–	42,388	–	42,388
Deferred taxation of restructuring profit	–	(473,766)	(473,766)	(473,766)	–
Other	7,441	(11,049)	(3,608)	(5,694)	2,086
Tax losses	228,654	–	228,654	228,654	–
Tax assets/(liabilities) before netting	978,626	(851,129)	127,497	83,023	44,474
Netting of assets and liabilities	(851,129)	851,129	–	–	–
Net tax assets/(liabilities)	127,497	–	127,497	83,023	44,474

Concession property, plant and equipment

The impact of taxation on property, plant and equipment corresponds mainly to the conditions relating to the deductibility of the Fixed Link's depreciation costs in the French tax group (reintegration of impairment costs) and in the British tax group (profile of tax deductions in respect of depreciation, including Capital Allowances).

Deferred tax resulting from temporary differences on property, plant and equipment will reverse over the period until the end of the Concession in line with the profile of the Group's depreciation charges and taxable results.

Profit arising from the 2007 restructuring

The financial restructuring in 2007 gave rise to profit in the consolidated accounts of c3,323 million. At 31 December 2013, the taxation of c1,376 million of this amount remains deferred within the French tax group. The taxation of this residual profit is dependent upon the repayment of a loan between the Concessionaires (FM and CTG) and Groupe Eurotunnel SA, which in turn is subordinated to the Term Loan which matures in 2050.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Deferred tax in respect of tax losses

Deferred tax assets recognised in respect of carried forward tax losses within the French and British tax groups amount to c229 million at 31 December 2013 (c13 million for the French tax group and c216 million for the British tax group).

The recognition of these assets for each of the tax groups is based on:

• The forecasts of taxable profits derived from the Group's three-year business plan for its different activities; this plan is based on the same assumptions as those used in the impairment test of assets (see note O below). On the basis of these forecasts in respect of taxable profits, the Group has recognised a deferred tax asset in respect of carried forward losses which are expected to be utilised in the next 3 years for both the French and British tax groups.
• The forecasts for use of carried forward losses to cover the reversal of temporary differences.

ii. Unrecognised deferred tax assets and liabilities

	31 December 2013
		Base		Unrecognised
d'000	Total	Recognised	Unrecognised	tax
Deductible temporary differences	3,029,261	2,522,633	506,628	135,928
Tax losses	6,157,556	1,116,644	5,040,912	1,426,066
Total assets	9,186,817	3,639,277	5,547,540	1,561,994
Temporary differences	3,234,708	3,234,708	–	–
Total liabilities	3,234,708	3,234,708	–	–
Net total	5,952,109	404,569	5,547,540	1,561,994

Unrecognised temporary differences correspond to a deferred tax asset in respect of interest rate hedging contracts whose reversal is expected beyond the recoverability horizon.

French carried forward tax deficits

In France, the deficits can be carried forward indefinitely but their future use is limited to 50% of the profit for the period beyond the first million euros.

GET SA is the parent company of the consolidated tax group which it forms with all the Group's French subsidiaries.

At 31 December 2013, the cumulative tax losses of the tax group which can be carried forward indefinitely amount to c2,933 million (31 December 2012: c2,921 million), consisting essentially of:

• cumulative tax losses which can be carried forward indefinitely of c916 million generated by the GET SA consolidated tax group since 1 January 2008 and chargeable to the taxable profits of the members of this group (31 December 2012: c905 million); and
• cumulative tax losses which can be carried forward indefinitely of c1,987 million (31 December 2012: c 1,987 million) generated by the old TNU SA consolidated tax group. These deficits may only be applied to the taxable profits of FM, Soci et´ ´ e Immobiliere et Fonci ere Eurotunnel SAS and Europorte SAS.

Potential unrecognised tax assets in respect of the carried forward tax losses of the French tax group amount to c997 million (on a base of c2,896 million).

British carried forward tax deficits

In England, the tax losses may be carried forward indefinitely.

At 31 December 2013, the tax losses carried forward for the British companies amounted to £2,694 million (31 December 2012: £2,694 million).

Potential unrecognised tax assets in respect of the the carried forward tax losses of the British tax group amount to c429 million (on a base of c2,145 million).

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

M. Earnings per share

	2013	2012
Weighted average number:
– of issued ordinary shares	550,000,000	559,792,218
– of treasury shares	(9,038,787)	(11,066,246)
Number of shares used to calculate the result per share (A)	(540,961,213)	548,725,972
– effect of share options i	–	–
– effect of free shares ii	1,398,503	1,375,858
Potential number of ordinary shares (B)	1,398,503	1,375,858
Number of shares used to calculate the diluted result per share (A+B)	542,359,716	550,101,830
Net profit (c'000) (C)	101,362	31 719
Profit per share (g) (C/A)	0.19	0.06
Profit per share after dilution (g) (C/(A+B))	0.19	0.06

The calculations were made on the following basis:

(i) on the assumption of the exercise of the maximum number of options issued and still in issue at 31 December 2013 (when the average price of the shares during the period exceeds the exercise price of options). The exercise of these options is conditional on attaining the targets described in note T below, and
(ii) on the assumption of the exercise of the maximum number of the free shares allocated to staff (see note T.2 below). 411,310 of the free shares issued in 2011 were acquired by staff during the period.

N. Intangible assets and goodwill

N.1 Intangible assets

Intangible assets represent mainly the estimation of the fair value of the main commercial contracts held by GBRf on the date of its acquisition by the Group, 28 May 2010. This value was calculated on the basis of the discounted future cash flows generated by these contracts after deduction of general costs and taxation, and using inflation and contract renewal assumptions. These intangible assets are depreciated on a straight line basis over 12 years, being the estimated remaining duration of the contracts used in the valuation.

d'000	2013	2012
Cost
At 1 January	14,016	13,694
Exchange difference	(296)	322
At 31 December	13,720	14,016
Depreciation
At 1 January	2,877	1,723
Charged in the year	1,079	1,118
Exchange difference	(50)	36
At 31 December	3,906	2,877
Net book value
At 1 January	11,139	11,971
At 31 December	9,814	11,139

N.2 Goodwill

The goodwill of c16,997,000 at 31 December 2013 is attached to the CGU represented by the company GBRf.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The Group performed a test of value in use of this CGU at 31 December 2013. On the basis of a discount rate of 9.5% (31 December 2012: 9%) and a long-term growth rate of 2%, the calculations show that the value in use is higher than the carrying value of the goodwill.

The Group also carried out a sensitivity analysis on reasonably possible changes to key assumptions (discount rate and long-term growth rate) of plus or minus 0.5%. This analysis did not reveal a likely scenario which could lead to an impairment of goodwill.

O. Tangible property, plant and equipment

O.1 Concession property, plant and equipment

In France, all immovable property, plant and equipment within the Concession area is the property of the French State and will revert to it on the expiry of the Concession period (2086). In the UK, the Government has required CTG to transfer to it the title to freehold land and property acquired for the purpose of construction and operation of the project and in exchange has granted leases for the duration of the Concession. On the expiry of the Concession, the interest of the Concessionaires in all movable property and intellectual property rights necessary for the operation of the Concession will become, without payment, the joint property of the two States.

				Fixed
	Assets in		Terminals	equipment
d'000	course of construction	Tunnels	and related land	and machinery	Rolling	Office stock equipment	Total

Cost:
At 1 January 2013	48,152	6,549,501	2,072,245	3,278,892	2,002,294	103,010	14,054,094
Additions	25,405	–	100	3,336	6,944	1,094	36,879
Transfers	(20,587)	–	136	3,399	11,955	5,097	–
Disposals	–	–	(756)	(1,704)	(8,393)	(492)	(11,345)
At 31 December 2013	52,970	6,549,501	2,071,725	3,283,923	2,012,800	108,709	14,079,628
Depreciation:
At 1 January 2013	–	3,097,226	1,083,177	2,067,228	1,267,833	93,405	7,608,869
Charged in the year	–	46,810	19,553	41,823	36,281	3,932	148,399
Disposals	–	–	(386)	(1,704)	(8,249)	(488)	(10,827)
At 31 December 2013	–	3,144,036	1,102,344	2,107,347	1,295,865	96,849	7,746,441(*)
Net book value:
At 1 January 2013	48,152	3,452,275	989,068	1,211,664	734,461	9,605	6,445,225
At 31 December 2013	52,970	3,405,465	969,381	1,176,576	716,935	11,860	6,333,187
Cost:
At 1 January 2012	43,794	6,549,501	2,069,998	3,266,221	1,981,164	100,280	14,010,958
Additions	23,529	–	1,055	6,994	24,023	1,450	57,051
Transfers	(19,171)	–	1,569	6,896	9,107	1,599	–
Disposals	–	–	(377)	(1,219)	(12,000)	(319)	(13,915)
At 31 December 2012	48,152	6,549,501	2,072,245	3,278,892	2,002,294	103,010	14,054,094
Depreciation:
At 1 January 2012	–	3,050,415	1,063,766	2,024,167	1,244,045	90,179	7,472,572
Charged in the year	–	46,811	19,598	43,869	35,788	3,544	149,610
Disposals	–	–	(187)	(808)	(12,000)	(318)	(13,313)
At 31 December 2012	–	3,097,226	1,083,177	2,067,228	1,267,833	93,405	7,608,869
Net book value:
At 1 January 2012
	43,794	3,499,086	1,006,232	1,242,054	737,119	10,101	6,538,386

* Including d3.240 billion of exceptional depreciation on tangible fixed assets.

At 31 December 2013, Eurotunnel did not identify any indication of impairment of its tangible Concession assets, but nevertheless carried out a valuation in order to ensure that the recoverable value of the assets remained higher than their net accounting value.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The valuation carried out at 31 December 2013 confirmed that the recoverable value of assets remained higher than their net accounting value on the basis of a discount rate of 6.77% (31 December 2012: 6.79%) and on the basis of revenue growth of approximately 2% for the period after the three year plan.

The Group also carried out a sensitivity analysis on reasonably possible changes to key assumptions (discount rate and revenue growth rate) of plus or minus 0.5%. This analysis did not reveal a likely scenario which could lead to an impairment of Concession assets.

O.2 Other property, plant and equipment

		Land, Assets in construction,
d'000	course of construction	fixtures and	Industrial fittings equipment	Rolling stock		Office Ferries equipment	Total

Cost: At 1 January 2013	5,940	3,641	1,662	138,320	71,930	5,011	226,504
Exchange differences	–	(87)	(23)	(947)	–	–	(1,057)
Additions	12,860	415	242	17,586	5,324	1,076	37,503
Transfers	(1,094)	(134)	–	994	–	234	–
Disposals	–	–	–	(28,363)	–	–	(28,363)
At 31 December 2013	17,706	3,835	1,881	127,590	77,254	6,321	234,587
Depreciation:
At 1 January 2013	–	1,360	730	18,827	1,137	2,025	24,079
Exchange differences	–	(52)	(18)	(283)	–	–	(353)
Charged in year	–	526	299	8,531	5,942	1,418	16,716
Transfers	–	(107)	–	–	–	107	–
Disposals	–	–	–	(1,712)	–	–	(1,712)
At 31 December 2013	–	1,727	1,011	25,363	7,079	3,550	38,730
Net book value:
At 1 January 2013	5,940	2,281	932	119,493	70,793	2,986	202,425
At 31 December 2013	17,706	2,108	870	102,227	70,175	2,771	195,857
Cost:
At 1 January 2012	19,930	3,215	1,285	74,655	–	1,608	100,693
Exchange differences	–	87	20	627	–	–	734
Additions	2,756	339	356	46,349	71,930(*)	3,358	125,088
Transfers	(16,746)	–	12	16,689	–	45	–
Disposals	–	–	(11)	–	–	–	(11)
At 31 December 2012	5,940	3,641	1,662	138,320	71,930	5,011	226,504
Depreciation:
At 1 January 2012	–	850	414	10,713	–	261	12,238
Exchange differences	–	48	16	216	–	–	280
Charged in year	–	462	304	7,898	1,137	1,764	11,565
Transfers	–	–	–	–	–	–	–
Disposals	–	–	(4)	–	–	–	(4)
At 31 December 2012	–	1,360	730	18,827	1,137	2,025	24,079
Net book value:
At 1 January 2012	19,930	2,365	871	63,942	–	1,347	88,455
At 31 December 2012	5,940	2,281	932	119,493	70,793	2,986	202,425

* Initial purchase price of d61.4 million plus the cost of the rehabilitation of the ferries.

The net value of property, plant and equipment under finance leases was c5,227,000 at 31 December 2013 (31 December 2012: c5,991,000).

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

At 31 December 2013, Eurotunnel identified an indication of impairment in its maritime assets and carried out a valuation in order to ensure that their recoverable value remained higher than their net accounting value. The market value of these assets was estimated using studies by independent experts. The market value of the two main ferries, the Berlioz and the Rodin, was found to be at least equal to the net accounting value at 31 December 2013. At 31 December 2013, the Group passed an exceptional depreciation of c1.7 million for the third ferry, the Nord Pas de Calais, in order to align its net accounting value to its recoverable value.

At 31 December 2013, Eurotunnel did not identify any indication of impairment of its Europorte assets, but nevertheless carried out a valuation in order to ensure that their recoverable value remained higher than their net accounting value. The market value of Europorte's assets, estimated using studies by independent experts, was found to be at least equal to the net accounting value at 31 December 2013.

P. Interests in equity-accounted companies

d'000	31 December 2013	31 December 2012
Equity-accounted company	2,113	–
Share of result since acquisition	(1,233)	–
Total	880	–

In 2011, the Eurotunnel Group, via its subsidiary GET Elec Limited and in partnership with the European venture capital company Star Capital Partners, created ElecLink Limited, a joint venture company of which 49% is owned by GET SA and 51% by Star Capital. The ElecLink project was established to build and operate a new electricity interconnector between the French and British national grids by running two direct current cables through the Tunnel. During 2013, ElecLink signed agreements with R eseau de Transport d'Electricit ´ e´ (RTE) and National Grid Transmission Limited (NGET) for access to the national electricity transmission networks in the United Kingdom and in France and submitted a request for derogation to the national energy regulators.

The loss accounted for in 2013, which corresponds to the Group's share of the costs incurred by ElecLink prior to obtaining the first approvals, amounted to c1,233,000. Construction work has not yet started and ElecLink's financial data is not yet significant. In addition to its investment in the joint venture, the Eurotunnel Group has made a loan to ElecLink amounting to c3,822,000 at 31 December 2013 which is accounted for under other non-current financial assets.

Q. Financial assets

Q.1 Other financial assets

d'000	31 December 2013	31 December 2012
Floating rate notes	151,357	152,274
Other	5,902	2,909
Total non-current	157,259	155,183
Accrued interest on floating rate notes	207	208
Total current	207	208

Other financial assets consist mainly of floating rate notes. During 2011 and 2012, the Group acquired notes issued by Channel Link Enterprises Finance (CLEF), the structure that securitised the Group's debt in 2007. These purchases, carried out by way of private transactions for c150 million, related to floating rate notes with a nominal value of c167 million, representing an average discount of approximately 11%. These notes correspond to the securitisation of tranche C of the Group's debt and have the same characteristics in terms of maturity and interest.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The accounting value of the floating rate notes is made up as follows:

d'000	Notes in £	Notes in g	Total
Nominal value	72,668	94,650	167,318
Discount (net of acquisition costs)	(6,759)	(9,202)	(15,961)
Accounting value	65,909	85,448	151,357
Maturity	20/06/2046 -20/06/2050	20/06/2041 -20/06/2050
Interest rate	Libor +3.25%(*)	Euribor +3.25%(*)

* 1.25% prior to 28 June 2012.

During 2013, the Group revised the categorisation of the floating rate notes. These notes correspond to the securitisation of tranche C of the Group's debt and have the same characteristics in terms of maturity and interest. They are not quoted or traded on any active financial market, and have been reclassified in the ''loans and receivables'' category in 2013.

Q.2 Loans and receivables

i. Trade receivables

The maximum credit risk exposure on trade receivables by type of customer at the end of the reporting period is as follows:

d'000	31 December 2013	31 December 2012
Road haulage companies	45,087	39,100
National railways	22,566	25,096
Rail freight sector	59,378	55,468
Other	8,898	6,385
Gross value	135,929	126,049
Allowance for impairment	(5,329)	(5,064)
Net value	130,600	120,985

The age profile of trade receivables at the end of the reporting period is as follows:

d'000		Not yet due	Past due for less than 30 days	Past due for between 30 and 90 days	Past due for more than 90 days
At 31 December 2013	Gross	94,124	26,443	9,446	5,958
	Allowance for impairment	–	–	631	4,698
At 31 December 2012	Gross	87,789	25,850	6,313	6,097
	Allowance for impairment	–	–	680	4,384

Where a trade receivable is considered doubtful, an impairment allowance is made for the full amount due except in a small number of cases where the Group considers that recovery is possible.

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

d'000	2013	2012
Balance at 1 January	5,064	4,197
Impairment loss recognised	1,023	1,316
Impairment loss recovered	(743)	(467)
Exchange difference	(15)	18
Balance at 31 December	5,329	5,064

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

ii. Other receivables

d'000	31 December 2013	31 December 2012
Suppliers	918	7,113
State debtors	20,194	23,675
Prepayments	5,506	5,259
Other	3,662	7,138
Total	30,280	43,185

Q.3 Cash and cash equivalents

Cash equivalents represents short-term investments in certificates of deposit, deposit accounts and money market funds (see note X.5ii below). At 31 December 2012 and 31 December 2013, none of these investments were unavailable for more than 3 months.

d'000	31 December 2013	31 December 2012
Investments in c	93,224	63,566
Investments in £	157,685	165,515
Sub-total: cash equivalents	250,909	229,081
Cash at bank and in hand	25,816	27,147
Total	276,725	256,228

R. Share capital

R.1 Management of capital

The Group's policy is to maintain a solid capital base in order to retain the confidence of investors, creditors and of the market and to support the future development of the activity. Capital can include the share capital, share premium and retained earnings. The board of directors monitors return on equity and the level of dividends paid to shareholders.

The Group buys its own shares on the market. The timing of these purchases depends on the market price. These transactions are carried out as part of the share buyback programme of which the liquidity contract is part (see note R. 2 below).

During the year, the Group has not changed its policy on the management of capital.

R.2 Share capital

At 31 December 2013, the issued share capital of GET SA amounted to c220,000,000.00 divided into 550,000,000 fully paid-up GET SA ordinary shares with a nominal value of c0.40 each, unchanged compared to 31 December 2012.

R.3 Treasury shares

The movements in the number of own shares held during the year were as follows :

	Share
	buyback programme	Liquidity contract	Total
At 1 January 2013	5,626,760	585,000	6,211,760
Share buyback programme	6,000,000		6,000,000
Cancellation of treasury shares	(411,310)		(411,310)
Net purchase/(sale) under liquidity contract		(365,000)	(365,000)
At 31 December 2013	11,215,450	220,000	11,435,450

Treasury shares held as part of the share buyback programme renewed by the general meeting of shareholders and implemented by decision of the board of directors on 15 May 2013 are allocated, in particular, to cover share option plans and the grant of free shares, as approved by the general meetings of shareholders in 2010 and 2011.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

As part of the 2013 share buyback programme, GET SA continued with the liquidity contract entered into on 18 May 2010 and amended on 11 January 2012 and 2 October 2012 with Oddo Corporate Finance. Under the terms of this contract and in accordance with the code of ethics issued by the Association fran ¸caise des march es financiers ´ and approved by the French market authorities (Autorite des ´ march es financiers ´ ) on 1 October 2008, GET SA appointed Oddo Corporate Finance to intervene on its behalf in the market in order to improve the liquidity of transactions and the stabilisation of prices of GET SA's shares and to avoid price differences not justified by market trends. At 31 December 2013, the following means were allocated to the balance of the liquidity contract: 220,000 GET SA Shares and c5,250,870.87 in cash. On the basis of a price of c7.64 per share, this combined amount represented 0.16% of GET SA's capital in issue at 31 December 2013.

S. Changes in equity

Dividend

On 15 May 2013, Groupe Eurotunnel SA's shareholders' general meeting approved the payment of a dividend relating to the financial year ended 31 December 2012, of 12 cents of a euro per share. This dividend was paid on 5 June 2013 for a total of c65.2 million (before 3% tax on dividends amounting to c2 million).

T. Share-based payments

T.1 Share options

Share option plan (treated as an equity instrument)

On 26 May 2010, the general meeting of shareholders authorised the board of directors to grant, in one or several allocations, options over shares in the company to executives and senior staff of GET SA and its subsidiaries, during a period the duration of which is fixed at 38 months from 26 May 2010. The total number of options may not give the right to more than 3,900,000 shares of a nominal value of c0.40 each. The board of directors has allocated 3,900,000 shares held under the share buyback programme to these options. Under this scheme, the board of directors have approved three grants of share options: on 16 July 2010, 21 July 2011 and 20 July 2012.

Characteristics and conditions of the share option plans

The characteristics and conditions attached to the attribution of the share options are as follows:

Date of grant / main staff concerned	Number of options	Conditions for acquiring rights	Vesting period
Options granted to key executives and senior staff on 16 July 2010	1,164,000	Staff must remain as employees of the Group until the exercise of options. The performance and market conditions have been met.	4 years
Options granted to key executives and senior staff on 21 July 2011	1,430,000	Staff must remain as employees of the Group until the exercise of options. The performance conditions have been met. The market conditions have not been met.	4 years
Options granted to key executives and senior staff on 20 July 2012	1,405,000	Staff must remain as employees of the Group until the exercise of options. Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2012 and 2013 above a predetermined level). The performance condition for 2012 has been met. Market performance condition: 50% of options are conditional on the GET SA share price performing better than the SBF120 index. The market condition for 2012 has not been met.	4 years

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Information on the share option plans

The number and the average weighted exercise price of the share options are as follows:

	2013		2012
	Average weighted exercise price (in euros)	Number of options	Average weighted exercise price (in euros)	Number of options
In issue at 1 January	6.72	3,539,000	7.04	2,506,000
Granted during the year	–	–	6.33	1,405,000
Renounced during the year	6.82	(133,000)	6.42	(17,000)
Exercised during the year	–	–	–	–
Expired during the year	6.92	(682,250)	7.52	(355,000)
In issue at 31 December	6.66	2,723,750	6.72	3,539,000
Exercisable at 31 December	–	–	–	–

355,000 options expired in 2012 because one of the market performance conditions of the 2011 plan was not met. 682,250 options expired in 2013 because the second market performance condition of the 2011 plan was not met and one of the market conditions of the 2012 plan was not met.

Of the 2,723,750 options in issue au 31 December 2013:

• 1,015,000 will be exercisable, subject to staff remaining as employees of the Group, at a price of c6.42 between July 2014 and July 2020,
• 676,000 will be exercisable, subject to staff remaining as employees of the Group, at a price of c7.52 between July 2015 and July 2021,
• 344,250 will be exercisable, subject to staff remaining as employees of the Group, at a price of c6.33 between July 2016 and July 2022, and
• 688,500 will be exercisable at a price of c6.33 between July 2016 and July 2022 subject to meeting the performance conditions and to staff remaining as employees of the Group.

Assumptions used for the fair value measurement on the grant date

The fair value of the rights granted to staff as part of the share option plan on the grant date was calculated by applying the binomial Black & Scholes model and the Monte Carlo approach. The assumptions used to measure the fair value of the share option plan on the grant date were as follows:

Fair value of options and assumptions	2012 plan	2011 plan	2010 plan
Fair value of options on grant date (c)	2.13	2.69	2.02
Share price on grant date (c)	6.28	7.629	6.046
Exercise price of an option (c)	6.33	7.52	6.42
Expected volatility	39%	36%	40%
Expected life of options	7 years	7 years	7 years
Number of beneficiaries	57	56	57
Risk-free interest rate (based on government bonds)	1.53%	3.0%	2.4%

A charge of c2,047,000 was made to the income statement in ''employee benefits expense'' in 2013 (2012: c1,698,000).

T.2 Grant of free shares

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

employees of GET SA and its related companies with the exception of executive and corporate officers. The definitive acquisition of these shares by the employees is subject to their remaining in employment with the Group for a minimum period of 4 years.

Number of shares	2013	2012
In issue at 1 January	1,700,470	644,400
Granted during the year	–	1,102,360
Renounced during the year	(35,070)	(46,290)
Acquired during the year	(411,310)	–
Expired during the year	–	–
In issue at 31 December	1,254,090	1,700,470

During 2013, 411,310 free shares issue to employees in 2011 were acquired by employees.

A charge of c3,341,000 was made in the 2013 accounts relating to the free shares (2012: c3,575,000).

The assumptions used to measure the fair value of the free shares were as follows:

Fair value of free shares and assumptions	2012 grant	2011 grant
Fair value of free shares on grant date (c)	5.89	6.62
Share price on grant date (c)	6.26	7.232
Number of beneficiaries	3,556	3,302
Risk-free interest rate (based on government bonds)	1.05%	2.25%

U. Retirement benefits

The financial statements for the year ended 31 December 2012 have been restated in accordance with the amended IAS 19. The impact of the restatement is shown in note GG.

The Group has provided for the following retirement liabilities:

d'000	31 December 2013	31 December 2012 restated
UK: ESL	31,168	41,423
UK: GBRf	4,820	2,697
France	7,215	6,354
Total	43,203	50,474

U.1 UK employee defined benefit obligations

In the UK, GET SA operates three pension schemes: The Channel Tunnel Group Pension Fund and The Channel Tunnel Group Senior Executives Pension Fund providing defined benefits for ESL staff based on final pensionable pay, and the GBRf retirement fund. The characteristics of these schemes are similar and the assets of each are held in separate trustee-administered funds.

The valuation at the end of the financial year has been prepared by an independent qualified actuary to take account of the requirements of the amended IAS 19 in order to assess the liabilities and assets of the schemes as at the end of the reporting period.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The fair value of the schemes' assets, which are not intended to be realised in the short term and may be subject to significant change, and the present value of the schemes' liabilities, which are derived from cash flow projections over long periods and thus inherently uncertain, were:

d'000	ESL		GBRf
31 December	2013	2012 restated*	2013	2012 restated*
Analysis of plan assets:
Equities	135,457	148,347	35,403	30,666
Gilts	55,536	20,951	–	–
Bonds	28,132	22,511	2,695	2,302
Other	274	414	727	228
Fair value of plan assets	219,399	192,223	38,825	33,196
Present value of funded obligations	250,296	231,927	46,855	37,690
Present value of net obligations	30,897	39,704	8,030	4,494
Portion of deficit / surplus attributed to
members	–	–	(3,212)	(1,797)
Effect of asset ceiling	259	1,717	–	–
Recognised liability for retirement
obligations (see below)	31,156	41,421	4,818	2,697

* See note GG below showing the impact of IAS 19R.

Assumptions

The main assumptions that have been used in the actuarial calculations are as follows:

	ESL		GBRf
At 31 December	2013	2012	2013	2012
Discount rate	4.5%	4.4%	4.5%	4.4%
Future salary increases	N/A	N/A	3.5%	3.0%
Inflation rate	3.5%	3.0%	3.5%	3.0%
Future pension increases	3.4%	3.0%	2.5%	2.0%

Sensitivity to changes in the main assumptions

Reasonably possible changes to one of the relevant actuarial assumptions at the end of the reporting period, all things being equal, would have affected the defined benefit liability by the amounts shown below.

d'000	ESL		GBRf
31 December 2013	Increase	Decrease	Increase	Decrease
Discount rate: +/-1%	(45,922)	60,430	(4,802)	5,888
Inflation: +/-1%	42,924	(42,684)	5,653	(4,862)
Mortality: +/-1 an	6,954	(6,954)	670	(655)

Expected cash outflows and risks associated with pension liabilities

The investment strategy for managing the assets of the pension schemes is defined by the trustees of the pension fund. The maturities of the contributions and the level of funding of schemes are negotiated between the Group and the trustees on the basis of actuarial valuations carried out every three years. Contributions are intended both to recover the deficit related to rights acquired in the past and to cover the service costs in future years.

The Group estimates that contributions to be paid into the defined benefit schemes in the 2014 financial year will be c8 million, of which c6 million will be in respect of current service costs for the period and c2 million will be in respect of the recovery of the deficit in the Channel Tunnel Group Pension Fund. The weighted average duration of the GBRf plan is 20 years and for the ESL plan is 22 years.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Movements in the present value of retirement obligations

	ESL		GBRf
d'000	2013	2012 restated	2013	2012 restated
Opening liability at 1 January	231,927	198,451	37,690	31,227
Current service costs	3,480	3,734	2,327	1,946
Interest on obligation	9,812	10,259	1,624	1,566
Contributions received from employees	1,921	2,086	1,211	1,095
Benefits paid and transfers	(3,370)	(3,187)	749	(112)
Actuarial gain/(loss) and curtailment	11,271	16,032	3,963	1,994
Exchange rate adjustment	(4,745)	4,552	(709)	(26)
Closing liability at 31 December	250,296	231,927	46,855	37,690

Movements in the fair value of plan assets

	ESL
d'000	2013	2012 restated	2013	2012 restated
Fair value of plan assets at 1 January	192,223	163,088	33,196	24,814
Contributions received from employer	5,140	5,353	1,870	4,775
Contributions received from employees	1,921	2,086	1,211	1,095
Benefits paid and transfers	(3,370)	(3,187)	749	(112)
Administration charges	–	–	(140)	(191)
Expected return on plan assets	8,275	8,595	1,496	1,415
Actuarial gain/(loss) on plan assets	19,024	12,553	1,093	844
Exchange rate adjustment	(3,814)	3,735	(650)	556
Fair value of plan assets at 31 December	219,399	192,223	38,825	33,196

Movements in the net liability for retirement obligations recognised in the balance sheet

	ESL		GBRf
d'000	2013	2012 restated	2013	2012 restated
Opening net liability at 1 January	41,421	38,305	2,697	3,496
Company contributions paid	(5,140)	(5,352)	(1,870)	(4,775)
Recognised in the income statement	5,093	5,509	2,305	2,053
Recognised in other comprehensive income	(9,237)	2,973	1,722	1,919
Exchange rate adjustment	(981)	(14)	(36)	3
Closing net liability at 31 December	31,156	41,421	4,818	2,697

Expense recognised in the income statement

	ESL		GBRf
d'000	2013	2012 restated	2013	2012 restated
Current service costs	3,480	3,734	2,144	1,847
Interest on obligation and administration costs	1,613	1,775	161	206
Total	5,093	5,509	2,305	2,053

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Profit/(loss) recognised in other comprehensive income

	ESL		GBRf
d'000	2013	2012 restated	2013	2012 restated
Actuarial profit/(loss) on assets	19,024	12,553	655	506
Actuarial profit/(loss) on retirement obligation	(11,271)	(16,032)	(2,377)	(2,425)
Effect of asset ceiling	1,484	506	–	–
Total	9,237	(2,973)	(1,722)	(1,919)

U.2 UK defined contribution scheme

On 1 October 2006, Eurotunnel put in place a defined contribution pension scheme (the Eurotunnel Defined Contribution Pension Scheme) which is open to all new ESL employees. The charge to the income statement in 2013 relating to this scheme was c401,000 (2012: c321,000).

U.3 French employee defined benefit scheme

In France, employees receive a lump sum payment on retirement in accordance with contractual commitments. These liabilities cover both the Fixed Link and Europorte companies.

d'000	2013	2012 restated
Provision for retirement liabilities at 1 January	6,355	5,669
Current service cost	509	521
Interest on obligation	177	367
Total charge to the income statement in ''employee benefits expense''	686	888
Actuarial losses and (gains)	362	(172)
Indemnities paid	(188)	(30)
Provision for retirement liabilities at 31 December	7,215	6,355

Assumptions

Principal actuarial assumptions at the end of the reporting period (expressed as weighted averages) are as follows:

	31 December 2013	31 December 2012
Discount rate	2.95%	2.7%
Future salary increases	2.0%	2.0%
Inflation rate	1.9%	1.9%

●

V. Financial liabilities

The movements in financial liabilities during the year were as follows:

d'000	31 December 2012 published	( *) 31 December 2012 recalculated	Reclassification	Repayment	Interest, indexation and fees	31 December 2013
Term Loan (note i below)	3,911,903	3,870,408	(32,582)		30,665	3,868,491
Other loans (note ii below)	17,267	17,267	(866)			16,401
Finance leases (note iii below)	5,125	5,016	43			5,059
Total non-current financial
liabilities	3,934,295	3,892,691	(33,405)	–	30,665	3,889,951
Term Loan	46,337	45,835	32,582	(45,835)		32,582
Other loan	832	832	866	(831)		867
Finance leases	1,039	1,017	(43)	(415)		559
Accrued interest:
– on Term Loan	5,620	5,562			(43)	5,519
– on other loans	21	21			(21)	–
Total current financial liabilities	53,849	53,267	33,405	(47,081)	(64)	39,527
Total	3,988,144	3,945,958	–	(47,081)	30,601	3,929,478

* The financial liabilities at 31 December 2012 (calculated at the year end exchange rate of £1 = d1.225) have been recalculated at the exchange rate of 31 December 2013 (£1 = d 1.199) in order to facilitate comparison.

V.1 Description of the loans

i. Term Loan

The long term loans put in place on 28 June 2007 (collectively known as the ''Term Loan'') comprise the following elements at 31 December 2013:

IN MILLIONS	Currency	Amount in currency	Amount in euros( **)	Effective interest rate	Contractual interest rate
( *) Tranche A1	GBP	750	900	7.35%	3.49%
( *) Tranche A2	EUR	367	367	4.95%	3.98%
Tranche B1	GBP	381	456	6.67%	6.63%
Tranche B2	EUR	622	622	6.24%	6.18%
Tranche C1	GBP	350	420	( ***) 4.03%	LIBOR +3.39%
Tranche C2	EUR	953	953	( ***) 3.78%	EURIBOR +3.39%
Total Term Loan			3,718	5.53%

* Linked to inflation (see notes a) and b) below).

** Nominal amount excluding impact of effective interest rate and inflation indexation and at the exchange rate at 31 December 2013 (£1=d1.199).

*** Excluding hedging. The effective interest rate with hedging of tranches C1 and C2 for the 2013 financial year was 8.66% and 8.35% respectively.

The transaction costs used for the determination of the effective interest rate correspond to the issue costs for the Term Loan, amounted to c69 million (1.6% of the nominal value). These costs include mainly those relating to financing and to legal and bank fees.

a) Tranche A1

The tranche A1 loan amounts to £750 million, and bears interest at a fixed rate until its maturity, of 3.49%, and is linked to the UK All Items Retail Price Index inflation index as published by the United Kingdom's Office for National Statistics. Repayment of this tranche will begin on 20 June 2018 to end on 20 June 2042. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

b) Tranche A2

The tranche A2 loan amounts to c367 million, and bears interest at a fixed rate until its maturity, of 3.98%, and is linked to the indice des prix a la consommation hors tabac ` inflation index as published by l'Institut National de la Statistique et des Etudes Economiques. Repayment of this tranche will begin on 20 June 2018 to end on 20 June 2041. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

c) Tranche B1

The tranche B1 loan amounts to £400 million, and bears interest at a fixed rate of 6.63% until its maturity. Repayment of this tranche began on 20 June 2013 and will end on 20 June 2046. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

d) Tranche B2

The tranche B2 loan amounts to c645 million, and bears interest at a fixed rate of 6.18% until its maturity. Repayment of this tranche began on 20 June 2013 and will end on 20 June 2041. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

e) Tranche C1

The tranche C1 loan amounts to £350 million, and bears interest at a floating rate (LIBOR) plus a margin of 1.39% which is entirely hedged by a fixed/floating interest rate swap for which Eurotunnel pays a fixed rate of 5.26% and receives a floating rate (LIBOR). Repayment of this tranche will begin on 20 June 2046 to end on 20 June 2050. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

f) Tranche C2

The tranche C2 loan amounts to c953 million, and bears interest at a floating rate (EURIBOR) plus a margin of 1.39% which is entirely hedged by a fixed/floating interest rate swap for which Eurotunnel pays a fixed rate of 4.90% and receives a floating rate (EURIBOR). Repayment of this tranche will begin on 20 June 2041 to end on 20 June 2050. Repayments of capital and payments of interest will fall every six months on 20 June and 20 December of each year.

Since June 2012, an additional margin of 2% has applied on the nominal amounts of tranches C1 and C2 (see note X.2 below). The financial impact on debt service cash flows is estimated at c27 million on an annual basis.

Undertakings and restrictions under the Term Loan

The Term Loan provides for a number of undertakings and restrictions which are customary for this type of financing. These relate to the creation of new or the continuation of existing guarantees on the assets of the Eurotunnel Group, to the transfer of the assets of the Eurotunnel Group, to the acquisition by the Eurotunnel Group of new assets, to the granting of loans, guarantees or warranties to third parties, and to the respect of two financial ratios, one of which, if not met, would constitute an event of default (see section on ''Event of default and acceleration'' below).

The other ratio is the ratio of operating cash flow to the total synthetic debt service on the Term Loan. GET SA is required to ensure that at each six-monthly test date after 31 December 2007, this ratio is not less than 1.25. For the purposes of this test, the ratio is calculated taking into account the hypothetical amortisation on the Term Loan and on the basis of a rolling 12 month period prior to the date of the test. Failure to meet this ratio on a six-monthly testing date would lead to restrictions on the use of the Group's excess available cash flow on the date of the next interest payment on the Term Loan until such time as the test is met once again. These restrictions include, in particular, the ability of the Eurotunnel Group to pay dividends and to finance new activities. Failure to meet this test on three consecutive six monthly testing dates would trigger a prepayment event, under which the Group's excess available cash flow would have to be used towards prepayment of the Term Loan until the testing date on which the ratio is met once again.

Voluntary prepayment of long term loans

Clause 7.2 of the credit agreements provide for voluntary prepayments to be made on the long term loans for a minimum amount of £5 million or c 7.5 million, without penalties but subject to the payment of certain market standard prepayment premia.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Guarantees and security relating to the Term Loan

Guarantees:

Under the Intercreditor Deed, the main companies in the Group each jointly and severally guarantee the obligations of FM and CTG as borrowers of the Term Loan vis-a-vis the lenders, the arrangers and the hedging counterparties of the Term Loan. `

Security granted by Eurotunnel Group under French law:

(i) assignment of trade receivables by way of security under which, on the one hand, FM assigns its trade receivables relating to the freight transporters and coach operators and, on the other hand, members of the Eurotunnel Group assign certain receivables arising out of contracts accessory to the operation of the Tunnel, such as receivables arising out of the Railway Usage Contract and the insurance policies;
(ii) unregistered mortgages over their main real estate assets that are not the subject of short or medium term development projects;
(iii) a registered pledge over rolling stock;
(iv) a charge over all bank accounts open in France under the name of any borrower or guarantor of the Term Loan;
(v) a charge over shares in Eurotunnel Group members (with the exception of Europorte SAS and its subsidiaries) held by the borrowers or guarantors of the Term Loan; and
(vi) a charge over the main Eurotunnel trademarks.

Security granted by Eurotunnel Group under English law:

The main companies in the Group grant security over all of their assets held at the date of execution of the Term Loan as well as over their future assets and over certain of their contractual rights.

Security over the other assets of the Eurotunnel Group:

All of the shares of member companies of Eurotunnel Group that are not subject to security as described above (with the exception of Europorte SAS and its subsidiaries) are pledged by way of security for the obligations of the borrowers under the Term Loan and guarantors under the Intercreditor Deed.

Event of default and acceleration

The Term Loan contains a number of events of default which, in certain instances subject to grace periods, permit the lenders to declare the Term Loan immediately due and payable, to enforce the security, and/or to demand the implementation of the substitution mechanism provided for under the terms of the Concession.

The events of default include:

• any non-payment under the Term Loan;
• a failure to comply with any provision of the Term Loan, the Intercreditor Deed or related documents. These provisions impose restrictions on, among other things, indebtedness, acquisitions, disposals and other transfers, mergers, borrowings, and the granting of guarantees and new security by the companies of the Eurotunnel Group, and include, in particular:
(i) a financial covenant which requires GET SA to ensure that at each six-monthly test date after 31 December 2007, a ratio of operating cash flow to total debt service on the Term Loan is not less than 1.10, such ratio being calculated by reference to a rolling 12 month period preceding the testing date; and
(ii) certain undertakings and representations relating to the tax treatment of the Eurotunnel Group to the extent that a breach is reasonably likely to have a materially adverse effect on the financial position of FM, CTG or the Eurotunnel Group;
• a representation or warranty is made or deemed to have been made by a Borrower or a guarantor under the terms of the Term Loan, or any related finance document or any other document delivered by or on behalf of a Borrower or an Obligor under the terms of the finance documents (which contain representations and warranties that are customary for this type of document), which proves to have been incorrect or misleading at the time at which it was made or deemed to have been made;
• the occurrence of a cross default under any other indebtedness in excess of a specified amount of any of the companies within Eurotunnel Group (other than Groupe Eurotunnel SA);
• the inability of any borrower or guarantor to pay its debts as they fall due, the insolvency or the opening of any legal proceedings in relation to any borrower or guarantor under the Term Loan;

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

• the illegality or invalidity of the Term Loan, any related security or the subordination created under the Intercreditor Deed;
• Eurotunnel becoming permanently unable to carry on the business of operating the Tunnel, the destruction of the Tunnel, or the cessation of a material part of its business by a borrower or a guarantor;
• a guarantor ceasing to be a wholly-owned subsidiary of Groupe Eurotunnel SA;
• any act or omission of France or the United Kingdom which renders a borrower or guarantor under the Term Loan incapable of performing its obligations under the Term Loan and associated documents; and
• the occurrence of litigation (or similar proceedings) against any Eurotunnel Group member or its assets, which is reasonably likely (i) to be adversely determined against the relevant company and (ii) to have a material adverse effect on the financial condition of FM, CTG or Eurotunnel Group.

The Term Loan also includes other events of default which are customary for this type of financing.

ii. Other loans

''Other loans'' amounting to c17.3 million at 31 December 2013 in the above table represent a bank loan drawn by Europorte SAS in 2012 in order to finance the purchase of locomotives by its subsidiaries. This loan bears interest at a fixed rate of 4.37% and is repayable over a period of seven years.

iii. Finance leases

''Finance leases'' amounting to c5.6 million at 31 December 2013 in the above table represent finance lease contracts entered into by GBRf in 2012 in order to finance the purchase of locomotives. They are repayable over 10 years.

V.2 Interest rate exposure

The Eurotunnel Group has hedging contracts in place to cover its floating rate loans (tranches C1 and C2) in the form of swaps for the same duration and for the same value (EURIBOR against a fixed rate of 4.90% and LIBOR against a fixed rate of 5.26%). No premiums were paid to obtain these contracts. The nominal value of hedging swap is c953 million and £350 million.

These derivatives generated a charge of c63 million in 2013 which was accounted for in the income statement (2012: charge of c52 million).

In accordance with IAS 39, these derivatives have been measured at their fair value on the balance sheet:

	Market value of hedging contracts
d'000	31 December 2013	31 December 2012	( *) Changes in market value
Contracts in euros	Liability of 466,061	Liability of 630,401	(164,340)
Contracts in sterling	Liability of 160,864	Liability of 225,616	(64,752)
Total	Liability of 626,925	Liability of 856,017	(229,092)

* Recorded directly in equity.

In accordance with IFRS 13, the Group takes into account credit risk (DVA) and counterparty risk (CVA) in the valuation of financial instruments. In practice, this recommendation particularly affects the valuation of derivatives to the extent that they are measured at fair value including a probabilistic weighting of estimated cash flows.

In the case of a default by the Eurotunnel Group, counterparties to the hedging contracts have priority over all holders of debt and securities and guarantees granted to holders of debt under the Concession Contract and the Intercreditor Deed. In this respect, the Group believes that the risk of loss for the counterparties in the event of default is insignificant and therefore has not recorded a discount to the fair value of hedging instruments under the DVA.

The table in note X.2 below gives the periods in which the cash flows associated with the derivatives are expected to occur, and the periods in which the amounts initially recognised in equity are expected to impact the income statement.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

W. Matrix of class of financial instrument and recognition categories and fair value

The table below presents the carrying amounts and fair values of financial assets and financial liabilities and their level in the hierarchy of fair value. It does not include information about the fair value of financial assets and financial liabilities that are not measured at fair value to the extent that the carrying amount is a reasonable approximation of fair value.

At 31 December 2013

d'000			Carrying amount							Fair value
Class of financial instrument	Note	Assets at fair value through profit and loss	Available- for-sale	financial Loans and	assets receivables instruments	Liabilities at Hedging amortised cost	Total net carrying value	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Other non-current financial assets	Q.1	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
Financial assets not measured at fair value
Other current and non-current financial assets				157,466			157,466	n/a	n/a	n/a	n/a
Trade receivables	Q.2i			130,600			130,600	n/a	n/a	n/a	n/a
Cash and cash equivalents	Q.3	276,725					276,725	276,725			276,725
Financial liabilities measured at fair value
Interest rate derivatives					626,925		626,925		626,925		626,925
Financial liabilities not measured at fair value
Financial liabilities	V						3,929,478 3,929,478				4,900,000 4,900,000
Trade payables	AA					170,824	170,824	n/a	n/a	n/a	n/a

On 28 June 2007, Eurotunnel took out a long-term loan totalling c3,764 million (nominal value at the end of the reporting period on 31 December 2013), from a banking consortium comprising Goldman Sachs International and Deutsche Bank AG, with a spread of 139 basis points. This debt is accounted for at its amortised cost.

The Term Loan is not quoted or traded on an active financial market and it is particularly difficult to identify any observable market equivalents, taking into account the specificities and characteristics of the Eurotunnel Group's debt and in particular its 30 to 40-year maturity profile (see note X.2 below).

The Group's estimate of the fair value of the long-term loan is based on a level 3 fair value.

The modelling techniques used involve the discounting of future cash flows determined at the calculation date. The discounting parameters are derived from a zero-coupon curve and an estimated credit spread based on a sample of comparable BBB-rated companies (the Eurotunnel Group's rating has remained unchanged since 2007) with an adjustment to take into account the particularly long maturity of the Group's debt.

On this basis, the Eurotunnel Group estimates the fair value of the Term Loan to be c4,900 million compared to a carrying value at 31 December 2013 of c3,929 million. As an indication, if the rate used (including the credit spread) was 100 basis points higher, the fair value of the Term Loan would be approximately c600 million lower. With regard to the methodology used, the Eurotunnel Group does not prejudge the conditions that may be obtained on the market. Furthermore, the characteristics of the current funding agreements govern any prepayment or refinancing operations on the Term Loan, and the resulting gains that may arise for the Group.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

At 31 December 2012

d'000						Fair value
Class of financial instrument	Note	Assets at fair value through profit and loss	Available- for-sale	financial Loans and	assets receivables instruments	Liabilities at Hedging amortised cost	Total net carrying value	Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Other non-current financial assets	Q.1		152,274				152,274			152,274	152,274
Financial assets not measured at fair value
Trade receivables				120,985			120,985	n/a	n/a	n/a	120,985
Other current and non-current financial assets	Q.2i			3,117			3,117	n/a	n/a	n/a	3,117
Cash and cash equivalents	Q.3	256,228					256,228	256,228			256,228
Financial liabilities measured at fair value
Interest rate derivatives					856,017		856,017		856,017		856,017
Financial liabilities not measured at fair value
Current and non-current financial liabilities	V						3,988,144 3,988,144			( ) *	( *)
Trade payables	AA					175,691	175,691	n/a	n/a	n/a	n/a

* At 31 December 2012, the Group considers that the fair value of the Term Loan is close to its carrying value.

X. Financial risks

X.1 Exchange rate exposure

Approximately half of the Eurotunnel Group's revenues are denominated in sterling, whereas more than half of its operating expenses and capital expenditure are in euros. The Term Loan is denominated in sterling for a total of £1.481 billion and in euros for a total of c1.942 billion (at 31 December 2013). All the external financial instruments are denominated either in sterling or in euros. As a result, no exchange gain or loss can arise on revaluation of the external financial instruments. The residual foreign exchange risk relates to the revaluation of intra-group balances, the residual value of which at 31 December 2013 is c160 million; a 10% change in the euro/sterling parity would result in unrealised exchange gains or losses of approximately c16 million.

The Eurotunnel Group has and will continue to make every effort to closely match the currencies in which its revenues and costs are denominated and will use currency hedging transactions to manage its foreign exchange risk where necessary. Groupe Eurotunnel SA prepares its consolidated accounts in euros. Fluctuations in the value of the sterling/euro rates have an impact on the value in euros of revenues, costs and financial income and costs, as well as on elements of the Group's reported assets and liabilities. By way of example and all else being equal and on the basis of accounting information at 31 December 2013, the table below presents the effect that a change of plus or minus 10% in the exchange rate would have on the main financial indicators.

		2013					2012
d MILLION Variation in exchange rate	Rate	Published	+10%	�10%	Rate	Published	+10%	�10%
Revenue	1.187	1,092	1,143	1,041	1.230	993	1,043	943
Operating margin (EBITDA)	1.187	449	478	420	1.230	461	490	433
Pre-tax profit	1.187	20	36	5	1.230	34	49	19
Equity	1.199	2,481	2,304	2,657	1.225	2,182	1,997	2,351

X.2 Liquidity risk

The contractual cash flow reflects the structure of the financial liabilities and confirms that Eurotunnel is able to meet its liquidity risks.

The contractual maturity profile of the financial liabilities (including interest payments and excluding the impact of offset agreements) is as follows:

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

At 31 December 2013

In millions	Accounting value	Contractual cash flow	12 months or less	1-5 years	5-10 years	10-20 years	20-30 years	30-40 years
NON-DERIVATIVE FINANCIAL LIABILITIES
Fixed Link: guaranteed sterling bank loans:
Tranche A1 – £( *)	908	(2,721)	(33)	(175)	(334)	(938)	(1,241)	–
Tranche B1 – £	375	(999)	(39)	(132)	(117)	(232)	(310)	(169)
Tranche C1 – £( **)	344	(1,130)	(14)	(67)	(106)	(237)	(238)	(468)
Total in sterling	1,627	(4,850)	(86)	(373)	(558)	(1,407)	(1,789)	(636)
Fixed Link: guaranteed euro bank loans:
Tranche A2 – c( *)	397	(977)	(16)	(82)	(148)	(382)	(349)	–
Tranche B2 – c	614	(1,261)	(55)	(206)	(233)	(462)	(306)	–
Tranche C2 – c( **)	938	(2,718)	(37)	(161)	(244)	(581)	(835)	(859)
Total in euros	1,949	(4,956)	(108)	(450)	(624)	(1,424)	(1,490)	(859)
Total Fixed Link bank loans (expressed in
euros)	3,901	(10,773)	(211)	(898)	(1,293)	(3,112)	(3,636)	(1,623)
Europorte bank loans:
In £ In c	5	(9)	(1)	(4)	(4)	–	–	–
	17	(21)	(2)	(6)	(13)	–	–	–
Total Europorte bank loans (expressed in
euros)	23	(31)	(3)	(11)	(17)	–	–	–
Total bank loans (expressed in euros)	3,924	(10,804)	(214)	(909)	(1,310)	(3,112)	(3,636)	(1,623)
DERIVATIVE FINANCIAL LIABILITIES
Sterling interest rate swaps used for hedging	134	(272)	(16)	(54)	(44)	(64)	(63)	(31)
Euro interest rate swaps used for hedging	466	(809)	(42)	(155)	(151)	(209)	(195)	(58)
Total swaps (expressed in euros)	627	(1,136)	(61)	(219)	(204)	(286)	(271)	(95)
Net cash flow after hedging (expressed in
euros)	4,551	(11,940)	(275)	(1,128)	(1,515)	(3,398)	(3,907)	(1,718)
SUPPLIERS AND OTHER CREDITORS
In £	41	(41)	(41)	–	–	–	–	–
In c	121	(121)	(121)	–	–	–	–	–

* Tranches A1 and A2 are indexed with inflation, and are presented in the liquidity table on the basis of the Group's medium and long term budgetary assumptions.

** Tranches C1 and C2 are at a variable rate of interest, and are presented in the liquidity table on the basis of a long-term interest rate at the end of the reporting period.

2013 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SA 203

●

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Since July 2012, an additional margin of 2% has been applied on tranches C1 and C2. The financial impact on cash flows relating to financing activities is approximately c27 million on an annual basis, partially offset by interest received on the floating rate notes purchased in 2011 and 2012 of c7 million (see note Q.1 above).

At 31 December 2012

			12
In millions	Accounting value	Contractual cash flow	months or less	1-5 years	5-10 years	10-20 years	20-30 years	30-40 years
NON-DERIVATIVE FINANCIAL LIABILITIES
Fixed Link: guaranteed sterling bank loans:
Tranche A1 – £( *)	885	(2,349)	(32)	(139)	(322)	(792)	(1,064)	–
Tranche B1 – £	394	(1,045)	(46)	(148)	(117)	(232)	(256)	(246)
Tranche C1 – £( **)	345	(1,266)	(14)	(79)	(133)	(266)	(266)	(508)
Total in sterling	1,624	(4,660)	(92)	(366)	(572)	(1,290)	(1,586)	(754)
Fixed Link: guaranteed euro bank loans:
Tranche A2 – c( *)	395	(918)	(16)	(67)	(146)	(343)	(346)	–
Tranche B2 – c	636	(1,323)	(62)	(214)	(233)	(462)	(352)	–
Tranche C2 – c( **)	938	(3,226)	(37)	(213)	(354)	(708)	(878)	(1,036)
Total in euros	1,969	(5,467)	(115)	(494)	(733)	(1,513)	(1,576)	(1,036)
Total Fixed Link bank loans (expressed in euros)	3,958	(11,177)	(228)	(941)	(1,433)	(3,094)	(3,520)	(1,961)
Europorte bank loans:
In £	6	(10)	(1)	(4)	(5)	–	–	–
In c	18	(22)	(2)	(6)	(14)	–	–	–
Total Europorte bank
loans (expressed in
euros)	26	(34)	(3)	(11)	(20)	–	–	–
Total bank loans (expressed in euros)	3,984	(11,211)	(231)	(952)	(1,453)	(3,094)	(3,520)	(1,961)
DERIVATIVE FINANCIAL LIABILITIES
Sterling interest rate swaps used for hedging	184	(166)	(16)	(41)	(17)	(35)	(35)	(22)
Euro interest rate swaps used for hedging	630	(381)	(42)	(103)	(41)	(82)	(82)	(31)
Total swaps (expressed in euros)	856	(585)	(62)	(155)	(63)	(125)	(124)	(56)
Net cash flow after
hedging (expressed in euros)	4,840	(11,796)	(293)	(1,107)	(1,516)	(3,219)	(3,644)	(2,017)
SUPPLIERS AND OTHER CREDITORS
In £	41	(41)	(41)	–	–	–	–	–
In c	132	(132)	(132)	–	–	–	–	–

* Tranches A1 and A2 are indexed with inflation, and are presented in the liquidity table on the basis of the Group's medium and long term budgetary assumptions.

** Tranches C1 and C2 are at a variable rate of interest, and are presented in the liquidity table on the basis of a long-term interest rate at the end of the reporting period.

The credit agreements allow, on condition that the debt service cover ratio is not less than 1.25, to apply for (i) a renewable credit line of up to c75 million, and (ii) a structurally subordinated additional credit line of up to £225 million (or equivalent in euros).

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

X.3 Interest rate risk exposure

The risk of an unfavourable movement in rates during the duration of the Term Loan is covered by the fact that tranches B1 and B2 are at a fixed rate of interest, tranches A1 and A2 which are indexed on inflation are at a fixed rate of interest, and tranches C1 and C2 are at a variable rate of interest but are covered by fixed/variable rate hedging contracts. Short-term receivables and debts are not at risk from interest rate exposure.

The contractual cash flows associated with the swaps are paid simultaneously with the contractual cash flows of the variable rate loans and the amount deferred in equity is recognised in profit or loss over the period where the interest on the debt affects the result.

A variation of +0.5% in rates would lead to a change in the portion accounted for in equity relating to the derivative instruments of c170 million. A variation of -0.5% in rates would lead to a change in the portion accounted for in equity relating to the derivative instruments of c194 million.

The notes in other financial assets carry a variable rate of interest and a change of +/-0.5% in rate would lead to a change in financial income on the income statement of +/-c0.77 million.

X.4 Inflation risk

The inflation risk relates to the interest and the repayments of principal on the two indexed tranches (A1 and A2) respectively denominated in pounds and euros. By way of example, a variation of 1% in the inflation rate would have an impact of c13 million on the amount of the principal of these two tranches.

X.5 Credit risks

Credit risk represents the risk of financial loss to the Group in the event that a customer or counterparty to a financial instrument fails to honour its contractual obligations.

i. Trade receivables

The Group's exposure to customer credit risk arises from its customers in the United Kingdom and Eurozone countries, with the following exceptions:

• The Group's main customers, the Railways, accounted for 26% of the Group's revenue in 2013.
• Most of the Group's car customers pay for their tickets in advance, in particular via the internet; consequently, the credit risk in relation to these customers is very limited.

The Group applies a credit policy which requires that every new customer is subject to a credit check before being able to benefit from the Group's standard credit terms. The Group's credit risk exposure to account customers is managed by means of continuous monitoring of their financial situation and of their outstanding debt in regard to their credit limits and payment terms.

ii. Investments

The Group limits its credit risk exposure by only investing in i) short-term deposits and certificates of deposit with a maximum term of 6 months with counterparties with a minimum short-term rating of P-1 from Moody's or ii) in monetary SICAVs (the French equivalent of mutual funds) and money market funds with a minimum long-term rating of Aaa from Moody's or AAA from S&P.

Funds invested by the Group in any one monetary SICAV or money market fund should not exceed £100 million per SICAV or fund in pounds sterling or c120 million per fund or SICAV in euros. Investments in short term deposits or certificates of deposit should not exceed £65 million in the UK or c78 million in France with any one bank group.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

iii. Credit risk exposure

The carrying value of the financial assets represents the maximum credit risk exposure. The maximum credit risk exposure at the end of the reporting period is as follows:

d'000	31 December 2013	31 December 2012
Financial assets	151,357	152,279
Trade receivables	130,600	120,985
Cash and cash equivalents	276,725	256,228
Total	558,682	529,492

Financial assets included the floating rate notes (see note Q.1 above).

Y. Litigations for which no provision has been made

The judgments of 2 August 2006, by which the Paris Commercial Court opened safeguard procedures in favour of TNU PLC, Eurotunnel Services Limited, EurotunnelPlus Limited, Eurotunnel Finance Limited and CTG, were subject to third-party opposition by certain Elliot companies. These third-party proceedings were rejected by the Paris Commercial Court in five judgments dated 15 January 2007. The appeal lodged by the Elliot companies in relation to this first series of decisions was rejected by five orders of the Paris Court of Appeal (Cour d'appel de Paris) delivered on 29 November 2007 (see paragraph 20.7.1 of the 2008 Reference Document). On 30 June 2009, the Supreme Court of Appeal (Cour de cassation) quashed the five orders of the Paris Court of Appeal in so far as they related to the admissibility of this appeal and referred the matter back to the Paris Court of Appeal which confirmed the judgements of 2 August 2006 and 15 January 2007 and ordered the Elliot companies to pay c50,000 under Article 700 of the Code of Civil Procedure.

This procedure has not jeopardised the validity of the safeguard plan and its result is consistent with the assessment which had been made by the Group. The other procedures have lapsed.

Z. Provisions

d'000	1 January 2013	Charge to income statement	Release of unspent provisions	Provisions utilised	Exchange difference	31 December 2013
Restructuring	502			(48)		454
Other	1,159	640	(233)	(1,113)		453
Total	1,661	640	(233)	(1,161)	–	907

AA. Trade and other payables

d'000	31 December 2013	31 December 2012
Trade cash advances	1,671	1,615
Trade creditors and accruals	90,312	90,578
Taxation, social security and staff	62,370	69,225
Property, plant and equipment creditors and accruals	16,484	14,273
Trade payables (current)	170,837	175,691
Deferred income( *)	26,020	22,597
Other	4,985	6,478
Other payables (current)	31,005	29,075
Total	201,842	204,766

* Deferred income is mainly composed of tickets issued but not yet used.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

BB. Commitments and contingent liabilities

GET SA, FM, CTG, Eurotunnel SE, EFL, ESGIE, ESL and EurotunnelPlus Limited each jointly and severally guarantee the obligations of FM and CTG in relation to the Term Loan. In order to guarantee these obligations, these companies have granted security as described in note V above.

CC. Operating lease contracts

CC.1 Leases granted

d'000	31 December 2013	31 December 2012
Less than one year	11,650	8,000
From one to five years	7,565	13,255
More than five years	–	–
Total	19,215	21,255

Leases granted relate to the maritime subsidiaries Euro-TransManche's commitments to lease the ferries (Berlioz, Rodin and Nord-Pas-de-Calais) to the SCOP (the third party company which operates in the cross-Channel market under the MyFerryLink name). The contracts were agreed with the lessee in June 2012 for a period of three years with effect from the date of delivery of the ferries and are renewed by tacit agreement. The amounts in the above table are calculated on the basis of contracts in place for the first three years.

Revenue of c10.2 million was accounted for in the year in relation to these contracts (2012: c2.5 million).

CC.2 Lease commitments

The contractual duration of non-cancellable operating lease contracts is set out in the table below:

d'000	31 December 2013	31 December 2012
Less than one year	22,251	21,704
From one to five years	53,869	41,543
More than five years	14,142	11,187
Total	90,262	74,434

These relate to the leasing commitments for rolling stock by the rail freight subsidiaries. At 31 December 2013, the contracts have a residual duration of up to 10 years and usually include options to renew at the end of the contractual period. In order to take into account changes in leasing market conditions, the rental amounts of certain contracts are reviewed every year.

During the year, leasing charges of c24.2 million were accounted for relating to rolling stock operating leases (2012: c24.3 million).

DD. Statutory auditors' fees

In application of decree number 2008-1487 dated 30 December 2008, the table below presents the statutory auditors' fees for the financial years ended 31 December 2012 and 2013 for all Eurotunnel Group companies.

d'000	2013	2012
Auditorship, certification and examination of individual and consolidated
accounts	1,448	1,604
Other fees and services directly linked to the duties of the auditors	242	83
Total	1,690	1,687

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

EE. Related party transactions

EE.1 Eurotunnel Group subsidiaries

Within the Eurotunnel Group, all companies are fully consolidated at 31 December 2013, except for ElecLink as described in note P above).

The regulated agreements and commitments between GET SA and the Group's consolidated subsidiaries are set out in the statutory auditors' special report on regulated agreements and commitments in annex II of the 2013 Registration Document.

EE.2 Related parties with a significant influence on the Group

During the financial restructuring in 2007, the Eurotunnel Group concluded interest rate hedging contracts with financial institutions, in the form of swaps (see note V above). Goldman Sachs International was one of the counterparties to these hedging contracts, and at 31 December 2013 held 2.7% of the contracts, representing a charge of c1.7 million in 2013 and a liability of c16.9 million at 31 December 2013.

EE.3 Remuneration of board members and senior executives

The amount of remuneration paid to members of the board of directors and senior directors is included in note H above.

FF. Events after the reporting period

Nothing to report.

GG. Application of IAS 19 revised

This note outlines the main impacts of the first-time adoption of the revised IAS 19 on the consolidated financial statements for the year ended 31 December 2012.

GG.1 Transition from the published income statement to the restated income statement

	31 December 2012
d'000	Published	Adjustment for IAS 19 revised	Restated
Total turnover	1,023,148		1,023,148
External operating costs	(336,862)		(336,862)
Employee benefits expense	(225,064)	(2,306)	(227,370)
Depreciation	(161,380)		(161,380)
Trading profit	299,842	(2,306)	297,536
Net other operating income/charges	(4,330)		(4,330)
Operating profit	295,512	(2,306)	293,206
Net finance cost	(269,328)		(269,328)
Other net financial income/charges and tax expense	7,841		7,841
Net result: profit/(loss)	34,025	(2,306)	31,719
Result: Group share	34,025	(2,306)	31,719
Result: minority interest share	–		–
Profit per share (c)	0.06		0.06
Profit per share after dilution (c)	0.06		0.06

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

GG.2 Transition from the published statement of comprehensive income to the restated statement of comprehensive income

	31 December 2012
d'000	Published	Adjustment for IAS 19 revised	Restated
Items that will never be reclassified to the income statement:
Actuarial gains and losses on employee benefits	–	(4,720)	(4,720)
Items that are or may be reclassified to the income statement:
Foreign exchange translation differences	(40,029)		(40,029)
Movement in fair value of hedging contracts	(128,103)		(128,103)
Net loss recognised directly in equity	(168,132)	(4,720)	(172,852)
Profit/(loss) for the period – Group share	34,025	(2,306)	31,719
Total comprehensive expense – Group share	(134,107)	(7,026)	(141,133)
Total comprehensive income/(expense) – minority interest share	–		–
Total comprehensive expense	(134,107)	(7,026)	(141,133)

GG.3 Transition from the published statement of financial position to the restated statement of financial position

	31 December 2012
		Adjustment for
d'000	Published	IAS 19 revised	Restated
ASSETS
Total non-current assets	6,831,341	–	6,831,341
Total current assets	423,856	–	423,856
Total assets	7,255,197	–	7,255,197
EQUITY AND LIABILITIES
Issued share capital	220,000		220,000
Share premium account	1,711,796		1,711,796
Other reserves	57,816	(25,477)	32,339
Profit/(loss) for the period	34,025	(2,306)	31,719
Cumulative translation reserve	158,784	(503)	158,281
Total equity	2,182,421	(28,286)	2,154,135
Retirement benefit obligations	22,188	28,286	50,474
Financial liabilities	3,934,295		3,934,295
Interest rate derivatives	856,017		856,017
Total non-current liabilities	4,812,500	28,286	4,840,786
Total current liabilities	260,276	–	260,276
Total equity and liabilities	7,255,197	–	7,255,197

● ²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

GG.4 Transition from the published statement of cash flows to the restated statement of cash flows

	31 December 2012
d'000	Published	Adjustment for IAS 19 revised	Restated
Result for the period: profit/(loss)	34,025	(2,306)	31,719
Tax expense	190		190
Other financial income	(8,031)		(8,031)
Net finance costs	269,328		269,328
Other operating expenses	4,330		4,330
Depreciation	161,380		161,380
Trading profit before depreciation	461,222	(2,306)	458,916
Exchange adjustment	1,151		1,151
Increase in inventories	(986)		(986)
Increase in trade and other receivables	(21,317)		(21,317)
Increase in trade and other payables	18,916	2,306	21,222
Net cash inflow from trading	458,986	–	458,986
Other operating cash flows	1,773		1,773
Taxation (paid)	(158)		(158)
Net cash inflow from operating activities	460,601	–	460,601
Net cash outflow from investing activities	(183,496)	–	(183,496)
Net cash outflow from financing activities	(300,590)	–	(300,590)
Decrease in cash in the year	(23,485)	–	(23,485)

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.3.2 GROUPE EUROTUNNEL SA PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2013 AND THE STATUTORY AUDITORS' REPORT THEREON

CONTENTS OF THE PARENT COMPANY FINANCIAL STATEMENTS(1)

31 December 2013	Report of the statutory auditors on the annual parent company financial statements for the financial year ending	212
	Statement of financial position	214
Income statement		215
	Notes to the financial statements	216
A.	Important events	216
B.	Accounting methods and policies	216
C.	Goodwill	218
D.	Investments in subsidiary undertakings	218
E.	Group and associates	220
F.	Treasury shares	223
G.	Investments in securities and cash and cash equivalents	223
H.	Equity	224
I.	Provision for risks and charges	226
J.	Revenues from sale of services	226
K.	Purchases and external costs	226
L.	Staff numbers	226
M.	Exchange gains and losses	226
N.	Interest and related income and charges	226
O.	Financial depreciation and provisions	227
P.	Exceptional result	227
Q.	Tax and fiscal situation	227
R.	Earnings per share and effect of dilution	229
S.	Commitments and contingent liabilities	229
T.	Related party transactions	229
U.	Events after the reporting period	230

⁽¹⁾ Groupe Eurotunnel SA's parent company financial statements are prepared in accordance with French accounting standards.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

REPORT OF THE STATUTORY AUDITORS ON THE ANNUAL PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2013

This is a free translation into English of the statutory auditor's report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditor's report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditor's assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures.

This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to shareholders.

This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by annual general meeting, we hereby report to you, for the year ended 31 December 2013, on:

the audit of the accompanying financial statements of Groupe Eurotunnel SA;
the justification of our assessments;
the specific verifications and information required by law.

These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.

1 Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at 31 December 2013 and of the results of its operations for the year then ended in accordance with French accounting principles.

2 Justification of our assessments

Value in use of investments

Note B.3 and D of the financial statements relating to the investments in subsidiary undertakings presents the approaches of the company relating to the value in use of the investments and the other financial assets. We assessed the approaches used by the company and the appropriateness of the information given in this note to the financial statements.

These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

3 Specific verifications and information

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors, and in the documents addressed to shareholders with respect to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French Commercial Code relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders has been properly disclosed in the management report.

Statutory auditors

Paris La D efense, 12 March 2014 ´ Courbevoie, 12 March 2014

KPMG Audit Mazars Division of KPMG SA

Partner Partner

Fabrice Odent Jean-Marc Deslandes

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

STATEMENT OF FINANCIAL POSITION

			31 December 2013		31 December 2012
d'000	Note	Gross	Impairment	Net	Net
ASSETS
Intangible assets	C	116,552	–	116,552	116,552
Investments in subsidiary
undertakings	D	1,477,389	1	1,477,388	1,452,714
Loans	E.1	2,084,302	45,991	2,038,311	2,121,442
Treasury shares	F	35,316	–	35,316	–
Other		76	–	76	76
Fixed assets		3,713,635	45,992	3,667,643	3,690,784
Trade cash advances		47	–	47	193
Receivables from Government and other public
bodies		1,908	–	1,908	7,453
Other receivables		70	–	70	1,395
Group and associates	E.3	13,464	–	13,464	11,884
Other financial assets	E.1	25,302	–	25,302	27,983
Investments in securities	G	99,477	–	99,477	41,850
Cash and cash equivalents	G	6,801	–	6,801	6,237
Current assets		147,069	–	147,069	96,995
Prepaid expenses		111	–	111	219
Exchange adjustment asset		4,028	–	4,028	6,791
Total assets		3,864,843	45,992	3,818,851	3,794,789
LIABILITIES
Share capital	H.1			220,000	220,000
Share premium	H.2			1,711,796	1,711,796
Legal reserve	H.2			22,422	22,422
Special reserve and other
reserves	H.2			598,797	598,797
Retained earnings	H.2			483,277	539,119
Result for the year	H.2			1,889	9,347
Total equity and shareholders' funds				3,038,181	3,101,481
Provision for risk and charges	I			9,558	12,052
Financial liabilities				3	3
Group and associates	E.2			743,117	640,208
Trade payables				8,202	9,078
Tax and social security
liabilities				2,404	2,927
Other liabilities				115	112
Debts( *)				753,841	652,328
Exchange adjustment liability				17,271	28,928
Total liabilities				3,818,851	3,794,789

* More than one year with third parties: none (2012: none).

The notes form an integral part of the annual financial statements.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

INCOME STATEMENT

d'000	Note	2013	2012
Operating revenue
Revenue from sale of services	J	12,761	14,101
Cost transfer		3,123	3,207
Total operating revenue		15,884	17,308
Operating expenses
Purchases and external costs	K	(12,249)	(11,336)
Salaries and charges	L	(2,778)	(3,104)
Taxes		(318)	(424)
Depreciation and provisions		(3,136)	(3,201)
Other expenses		(537)	(536)
Total operating expenses		(19,018)	(18,601)
Operating result		(3,134)	(1,293)
Financial income
Interest and similar income	N	33,710	35,417
Release of provisions		2,796	816
Net income on sales of investments		20	19
Exchange gains	M	1,617	1,030
Total financial income		38,143	37,282
Financial charges
Depreciation and provisions	O	(30,589)	(18,420)
Interest and similar charges	N	(8,467)	(7,201)
Exchange losses	M	(1,200)	(648)
Total financial charges		(40,256)	(26,269)
Financial result		(2,113)	11,013
Exceptional result	P	8,983	(547)
Tax	Q	(1,847)	174
Net result for the year		1,889	9,347

The notes form an integral part of the annual financial statements.

2013 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SA 215

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

NOTES TO THE FINANCIAL STATEMENTS

GET SA provides various services to its subsidiaries such as administrative and financial management, corporate strategy and shareholder relations. In 2013, GET SA charges its subsidiaries c13 million for these services, of which c9.5 million was charged to the Concessionaires.

A. Important events

Maritime activity

GET SA financed the acquisition and rehabilitation of these assets, and assures the financing of this new activity. The resulting intragroup loan between GET SA and its Euro-TransManche subsidiaries stood at c119.5 million at 31 December 2013.

At 31 December 2013, GET SA accounted for a depreciation of c31 million in relation to this loan, corresponding to the losses incurred by this activity in 2013, in addition to the c15 million depreciation already accounted for relating to the four and a half months activity in 2012.

Procedure before the UK Competition Commission

In this context, the financial statements at 31 December 2013 have been prepared on the basis that the maritime business will continue.

B. Accounting methods and policies

The annual accounts have been prepared in accordance with the laws and regulations in force in France. Transactions are recorded in the accounts are valued in accordance with the historical cost convention and the accounts are prepared on the going concern basis.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

B.1 Use of estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses for the period. The board of directors periodically reviews its valuations and estimates based on its experience and various other factors considered relevant for the determination of reasonable and appropriate estimates of the assets' and liabilities' carrying value.

B.2 Valuation of intangible assets

Intangible assets consist of goodwill (see note C below). A provision for depreciation is recorded when the value in use of the underlying assets to which the goodwill is allocated is less than its accounting value.

B.3 Valuation of investments in subsidiary undertakings

GET SA assesses the value in use of its investments in subsidiary undertakings on the basis of several criteria, such as the net book value of the asset, the adjusted book value of the asset, the discounted net financing cash flows, or external evaluations. A depreciation of intra-group loans where applicable or a provision for impairment may be made when the net assets of the subsidiary undertaking is negative.

B.4 Investments in securities

Investments are stated in the statement of financial position at cost. If the market value is lower than the aquisition cost, a provision for depreciation is booked for the difference. ''Investments in securities'' and ''Cash and cash equivalents'' include any accrued interest due thereon.

B.5 Treasury shares

GET SA holds its own shares acquired as part of a share buy back programme and a liquidity contract.

Treasury shares which are reserved explicitly for a share option plan are accounted for as investments in securities at their purchase price.

In the absence of an explicit allocation to staff or to a share capital reduction, the shares purchased as part of the buy back programme are accounted for at cost in financial fixed assets.

Shares acquired as part of the liquidity contract, the aim of which is to reduce excessive volatility in GET SA's shares, are accounted for at cost in investments and the gain or loss on sale of these shares is calculated on a FIFO basis.

At the end of the financial year, these shares are valued on the average share price during the last month. A provision is made if this valuation is below the book value, except for those shares which are allocated to stock option plans, the free shares and shares that are to be cancelled.

B.6 Share-based payments

As part of the share option plan, GET SA makes a provision for risk and charges relating to share option grants as soon as it is probable that there will be an outflow of resources from the business in the future. When treasury shares are granted as part of a share option plan, a provision is made for the difference between the exercise price proposed to the beneficiaries and the net accounting value of the treasury shares granted.

B.7 Tax integration convention

Under the terms of the group tax integration convention, tax charges are recognised in the individual financial statements of consolidated companies, on a stand-alone basis. Any tax savings or losses realised by the Group are recognised immediately in the parent company's income statement for the financial year.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

B.8 Provisions

Provisions are recognised when there exists a legal or constructive obligation stemming from a past event and when the future cash flows can be reliably estimated.

B.9 Conversion of receivables and payables denominated in foreign currencies

Receivables and payables denominated in foreign currencies are accounted for on the basis of the exchange rate on the date of the transaction, and are then revalued at the rate prevailing at the end of the reporting period.

Unrealised exchange differences resulting from this revaluation are recorded in the cumulative translation reserve. A provision for risks and charges is recognised if the conversion shows unrealised losses.

C. Goodwill

The goodwill of c116,552,000 which resulted from the merger of TNU SA into GET SA in 2009 was accounted for as an intangible asset.

D. Investments in subsidiary undertakings

At 31 December 2013, shares in subsidiary undertakings are analysed as follows:

d'000	Gross value at 31 December 2012	Capital increase	Gross value at 31 December 2013	Depreciation	Net accounting value at 31 December 2013
Channel Tunnel Group Limited (CTG)	1,163,879		1,163,879		1,163,879
Cheritons	33		33		33
Europorte SAS	48,000	24,674	72,674		72,674
Euro-TransManche Holding SAS (ETMH)	1		1	1	–
Eurotunnel Agent Services Limited (EASL)	–		–		–
Eurotunnel Developments Limited (EDL)	–		–		–
Eurotunnel Finance Limited (EFL)	1		1		1
Eurotunnel Management Services Limited (EMSL)	–		–		–
Eurotunnel Services GIE (ESGIE)	1		1		1
France Manche SA (FM)	239,450		239,450		239,450
GET Elec Limited	–		–		–
Soci et ´ e Immobili ´ ere et Fonci `ere` Eurotunnel (SIFE)	1,350		1,350		1,350
Total	1,452,715	24,674	1,477,389	1	1,477,388

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

	Revenue	Equity			Percentage of capital held			Carrying value of shares (g'000)
IN THOUSANDS	(excluding tax) Share capital		Other equity (excluding the result for the year)	Result for the year	Total equity	Directly	Directly and indirectly	Gross	Net	Security and guarantees given by the company
CTG £	326,091	95,857	160,851	18,695	275,403	100%	100%	1,163,879	1,163,879	( *)
EASL £	–	–	382	437	819	100%	100%	–	–	( *)
EDL £	28	7,257	(11,642)	28	(4,358)	100%	100%	–	–	( *)
EFL £	–	1	0	–	1	79%	100%	1	1	( *)
EMSL £	20	0	–	2	2	100%	100%	–	–	( *)
Cheritons £	–	4	81	–	85	100%	100%	33	33	( *)
GET Elec £	–	–	–	(1,029)	(1,029)	100%	100%	–	–	( *)
Total in £	326,139	103,119	149,672	18,132	270,923			1,163,913	1,163,913
ESGIE c	101,568	2	–	–	2	38%	100%	1	1	( *)
ETMH c	480	1	(16,213)	(33,687)	(49,900)	100%	100%	1	–	( *)
Europorte c	6,330	48,000	(24)	(5,658)	42,318	100%	100%	72,674	72,674	( *)
FM c	391,137	95,857	(5,024)	12,569	103,402	100%	100%	239,450	239,450	( *)
SIFE c	–	525	799	(2)	1,322	100%	100%	1,350	1,350	( *)
Total in g	499,514	144,384	(20,462)	(26,779)	97,143			313,476	313,475

The key financial information for subsidiaries is presented in the following table:

* This information is provided in note S below.

The value in use of the investments in subsidiary undertakings in France Manche SA and Channel Tunnel Group Limited has been assessed taking into account the most recent valuation of the Concession.

The value in use of the investments in subsidiary undertakings in Europorte SAS has been assessed taking into account the specific characteristics of the activities of each of its subsidiaries:

• for the French subsidiaries, the value of assets is assessed by reference to independent external studies, and

• for the British subsidiary, the value in use is assessed on the basis of the most recent business plan.

The value in use of Euro-TransManche Holding SAS's investments in subsidiary undertakings has been assessed on the basis of the share of equity.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

E. Group and associates

E.1 Other financial assets

d'000		31 December 2013	31 December 2012
Other non-current financial assets:
Amended bond debt (ABD):
– Channel Tunnel Group Limited	( *)	268,941	292,273
– France Manche SA	( *)	1,138,659	1,161,025
Sub-total ABD		1,407,600	1,453,298
NRS Redemption Premium Debt: France Manche SA	( *)	100,373	100,373
NRS Redemption Premium Debt: Channel Tunnel Group
Limited	( *)	140,969	144,008
NRS Commission Loan: France Manche SA	( ) *	80,200	80,200
Intra-group loan: Eurotunnel Agent Services Limited		150,375	151,787
Intra-group loan: GET Elec Limited		5,930	1,087
Intra-group loan: Euro-TransManche Holding SAS		119,532	93,804
Intra-group loan: Europorte SAS		79,323	112,287
Gross total		2,084,302	2,136,844
Depreciation of intra-group loan to Euro-TransManche Holding SAS (see note A above)		(45,991)	(15,402)
Net total		2,038,311	2,121,442
Other current financial assets:
Accrued interest on the ABD: Channel Tunnel Group Limited	( *)	6,625	7,046
Accrued interest on the ABD: France Manche SA	( *)	16,287	18,179
Sub-total accrued interest on ABD		22,912	25,225
Accrued interest on loan to Eurotunnel Agent Services Limited		207	208
Accrued interest on NRS Commission Loan: France Manche SA	( *)	2,099	2,449
Accrued interest on loan to GET Elec Limited		–	1
Accrued interest on loan to Europorte SAS		84	100
Total		25,302	27,983

* These receivables (totalling d1,754,152,000) are governed by the Master Intra-Group Debt Agreement as described in chapter 22 of the 2013 Registration Document. This agreement is intended to harmonise (i) the rules for current accounts between Group companies, (ii) the interest rates of the various intra-group debts and (iii) where possible, the other conditions of these intra-group debts in order to facilitate the financial and accounting management of Group companies and to reflect the financial policy between the Group's companies. This agreement falls within the scope of R. 225-31 of the French Commercial Code relating to regulated agreements and commitments.

Amended Bond Debt (ABD)

The ABD corresponds to the original bond holdings purchased by EGP as part of the 2007 financial restructuring with the proceeds from the issue of the NRS. This receivable was transferred by EGP to GET SA in 2008 and in 2009 on the basis of a valuation by an expert. The ABD, the nominal value of which at 31 December 2013 was c1,374 million and £242 million, is accounted for by GET SA taking into account the discount on its purchase.

During 2013, c27 million and £15 million was paid to GET SA by France Manche SA in respect of a partial repayment of the ABD, which generated an exceptional profit of c5.9 million relating to the share of the discount realised by GET SA (see note P below).

The ABD bears interest at EONIA +1% for the receivable from France Manche SA and at LIBOR +1% for the receivable from Channel Tunnel Group Limited. The ABD is subordinate to the Group's external financial liabilities supported by France Manche SA and Channel Tunnel Group Limited, the contractual termination date for which is 2050.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

NRS Redemption Premium Debts

The NRS Redemption Premium Debts correspond to the premium of 40% paid by EGP on the early cash redemption of the NRS I in April and July 2008 and which was due from France Manche SA and Channel Tunnel Group Limited to EGP in accordance with the terms of the ABD.

The NRS Redemption Premium Debts carry interest at EONIA +1% for the receivable from France Manche SA and LIBOR +1% for the receivable from Channel Tunnel Group Limited.

NRS Commission Loan

The NRS Commission Loan corresponds to the amount due by France Manche SA relating to commissions paid by EGP as part of the financial restructuring in 2007.

The NRS Commission Loan bears interest at EONIA +1%.

Intra-group loan: Eurotunnel Agent Services Limited

This loan, which comprises a euro tranche (c84.8 million) and a sterling tranche (c65.5 million or £54.6 million), was made by GET SA to its subsidiary Eurotunnel Agent Services Limited as part of the financing of the acquisition by the Group in 2011 and 2012 of the floating rate notes as described in note Q.1 to the Group's consolidated accounts.

This loan bears interest at the same rate and with the same conditions as the floating rate notes acquired by Eurotunnel Agent Services Limited, i.e. EURIBOR +3.25% for the euro tranche and LIBOR +3.25% for the sterling tranche (including the additional margin of 2% since 28 June 2012). The final maturity of this loan is 2050.

Intra-group loan: Euro-TransManche Holding SAS

The intra-group loan made by GET SA to it subsidiary Euro-TransManche Holding SAS (the holding company for the Group's maritime activities) was made in order to finance the acquisition of certain assets from the former SeaFrance group, the rehabilitation of the ferries and to meet the ongoing cash flow requirements of this new activity (see note A above). At 31 December 2013, this loan amounted to c119.5 million and had been depreciated by c46 million corresponding to the consolidated losses of the maritime segment.

This loan bears interest at EONIA +1% and is repayable on demand by GET SA.

Intra-group loan: Europorte SAS

The intra-group loan made by GET SA to it subsidiary Europorte SAS (the holding company for the Group's rail freight activities) falls into three categories:

• Financing of the acquisition of shareholdings in Europorte SAS's subsidiaries. At 31 December 2013 this amounted to c13 million (31 December 2012: c28 million).
• Financing for the capital investments of Europorte's subsidiaries, in particular the acquisition of rolling stock. At 31 December 2013 this amounted to c34 million (31 December 2012: c48 million).
• Financing of the ongoing cash flow requirements of Europorte's subsidiaries. At 31 December 2013 this amounted to c32 million (31 December 2012: c36 million).

This loan bears interest at EONIA +1% and is repayable on demand by GET SA or Europorte SAS.

Intra-group loan: GET Elec Limited

In order to finance the ElecLink project, GET SA has made a loan to its subsidiary GET Elec Limited which in turn has made a loan to ElecLink Limited in the form of a shareholder advance. At 31 December 2013, the loan amounted to c5.9 million (£4.9 million). The loan, which bears no interest, was authorised by GET SA's board of directors on 13 January 2012 and approved at the general meeting of shareholders on 15 May 2013.

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

E.2 Debt with other Group companies

d'000		31 December 2013	31 December 2012
Debt relating to the Funding Loan: France Manche SA	( *)	197,498	197,761
Debt relating to the Funding Loan: Channel Tunnel Group Limited	( *)	130,069	132,951
Current account: GB Railfreight Limited		17	976
Current account: France Manche SA	( *)	415,533	308,520
Total		743,117	640,208

* These debts (totalling d743,100,000) are governed by the ''Master Intra-Group Debt Agreement''.

Debt relating to the Funding Loan

These debts correspond to the advances made by France Manche SA and Channel Tunnel Group Limited to EGP as part of the financial restructuring in 2007. The Funding Loans carry interest at EONIA +1% for the loan from France Manche SA and at LIBOR +1% for the loan from Channel Tunnel Group Limited. The amount included in the accounts relating to the Funding Loan from France Manche SA corresponds to the nominal value of the debt (c195,229,000) plus the accrued interest (c2,269,000) and the amount included in the accounts relating to the Funding Loan from Channel Tunnel Group Limited corresponds to the nominal value of the debt (c128,176,000 or £106,860,000) plus the accrued interest of c1,892,000.

E.3 Receivables from other Group companies

	31 December	31 December
d'000	2013	2012
France Manche SA	8,303	8,138
Centre International de Formation Ferroviaire de la C ote ˆ d'Opale SAS	4	287
Europorte SAS	112	103
Channel Tunnel Group Limited	1,219	680
Eurotunnel Management Services Limited	17	–
Europorte Channel SAS	–	–
Europorte France SAS	814	463
Socorail SAS	1,051	624
Europorte Proximit e SAS ´	76	46
Eurosco SAS	80	78
GB Railfreight Limited	601	271
Euro-TransManche Holding SAS	274	120
MyFerryLink SAS	818	809
Euro-TransManche 3 SAS	–	48
Euro-TransManche 3 BE SAS	93	(34)
Euro-TransManche 3 NPC SAS	2	251
Total	13,464	11,884

Receivables from other Group companies relate mainly to the invoicing of management fees.

F. Treasury shares

The movements in the number of treasury shares held during the year were as follows:

	Number of shares					g'000
	( *)	Investments in securities		Financial assets		( *)	Investments in securities		Financial assets
	Allocated to plans	Liquidity contract	Total	Not yet allocated	TOTAL	Allocated to plans	Liquidity contract	Total	Not yet allocated	TOTAL
At 1st January 2013	5,626,760	585,000	6,211,760	–	6,211,760	30,684	3,356	34,040	–	34,040
Share buyback programme			–	6,000,000	6,000,000			–	35,316	35,316
Shares transferred to staff (free shares)	(411,310)		(411,310)		(411,310)	(2,443)		(2,443)		(2,443)
Net purchase / (sale) under liquidity contract		(365,000)	(365,000)		(365,000)		(1,723)	(1,723)		(1,723)
At 31 December 2013	5,215,450	220,000	5,435,450	6,000,000	11,435,450	28,241	1,633	29,874	35,316	65,190

* See note G below.

At 31 December 2013, GET SA held 112,215,450 treasury shares as part of the share buyback programme renewed by the general meeting of shareholders and implemented by decision of the board of directors on 15 May 2013. 5,215,450 of these shares are allocated to cover share option plans and the grant of free shares, whose implementation was approved by the general meeting of shareholders in 2010 and 2011.

G. Investments in securities and cash and cash equivalents

This includes mainly short-term investments in certificates, deposit accounts and money market funds.

d'000	31 December 2013	31 December 2012
Treasury shares (see note F above)	29,874	34,040
Investments in sterling	7,205	5
Investments in euros	62,377	7,805
Accrued interest on securities	21	–
Sub-total	99,477	41,850
Cash at bank and in hand	6,801	6,237
Total	106,278	48,087

At 31 December 2013, GET SA held 220,000 treasury shares purchased by Oddo et Cie under the liquidity contract. At 31 December 2013, the value of these shares amounted to c1,681,000 (31 December 2012: c3,375,000) compared to a cost of acquisition of c1,633,000 (31 December 2012: c3,356,000).

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

H. Equity

H.1 Share capital

H.2 Statement of changes in equity

	Share	Share premium	Legal	Other	Retained	Result for the
d'000	capital	account	reserve	reserves	earnings	year	Total
At 1 January 2012	224,229	1,769,895	21,368	598,797	569,757	14,521	3,198,567
Affectation of result			1,054			(1,054)	–
Payment of dividend					(30,638)	(13,467)	(44,105)
Share issue costs		(100)					(100)
Cancellation of treasury shares	(4,229)	(57,999)					(62,228)
Result for the year						9,347	9,347
At 31 December 2012	220,000	1,711,796	22,422	598,797	539,119	9,347	3,101,481
Payment of dividend					(55,842)	(9,347)	(65,189)
Result for the year						1,889	1,889
At 31 December 2013	220,000	1,711,796	22,422	598,797	483,277	1,889	3,038,181

H.3 Employee share option plans

i. Share options

Share option plan (treated as an equity instrument)

Characteristics and conditions of the share option plans

The characteristics and conditions attached to the attribution of the share options are as follows:

Date of grant / main staff concerned	Number of options	Conditions for acquiring rights	Vesting period
Options granted to key executives and senior staff on 16 July 2010	1,164,000	Staff must remain as employees of the Group until the exercise of options. The performance and market conditions have been met.	4 years
Options granted to key executives and senior staff on 21 July 2011	1,430,000	Staff must remain as employees of the Group until the exercise of options. The performance conditions have been met. The market conditions have not been met.	4 years
Options granted to key executives and senior staff on 20 July 2012	1,405,000	Staff must remain as employees of the Group until the exercise of options. Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2012 and 2013 above a predetermined level). The performance condition for 2012 has been met. Market performance conditions: 50% of options are conditional on the GET SA share price performing better than the SBF120 index. The market condition for 2012 has not been met.	4 years

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Information on the share option plans

The number and the average weighted exercise price of the share options are as follows:

	2013		2012
	Average weighted exercise price (in euros)	Number of options	Average weighted exercise price (in euros)	Number of options
In issue at 1 January	6.72	3,539,000	7.04	2,506,000
Granted during the year	–	–	6.33	1,405,000
Renounced during the year	6.82	(133,000)	6.42	(17,000)
Exercised during the year	–	–	–	–
Expired during the year	6.92	(682,250)	7.52	(355,000)
In issue at 31 December	6.66	2,723,750	6.72	3,539,000
Exercisable at 31 December	–	–	–	–

Of the 2,723,750 options in issue au 31 December 2013:

• 1,015,000 will be exercisable, subject to staff remaining as employees of the Group, at a price of c6.42 between July 2014 and July 2020,
• 676,000 will be exercisable, subject to staff remaining as employees of the Group, at a price of c7.52 between July 2015 and July 2021,
• 344,250 will be exercisable, subject to staff remaining as employees of the Group, at a price of c6.33 between July 2016 and July 2022, and
• 688,500 will be exercisable at a price of c6.33 between July 2016 and July 2022 subject to meeting the performance conditions and to staff remaining as employees of the Group.

ii. Free shares

Following the approval by the general meeting of shareholders on 28 April 2011 of the plan to issue existing free shares, GET SA's board of directors decided on 26 April 2012 to make a second grant for a total of 1,102,360 GET SA Shares (310 shares per employee) to all employees of GET SA and its related companies with the exception of executive and corporate officers. The definitive acquisition of these shares by the employees is subject to their remaining in employment with the Group for a minimum period of 4 years.

Number of shares	2013	2012
In issue at 1 January	1,700,470	644,400
Granted during the year	–	1,102,360
Renounced during the year	(35,070)	(46,290)
Acquired during the year	(411,310)	–
Expired during the year	–	–
In issue at 31 December	1,254,090	1,700,470

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

I. Provision for risks and charges

d'000	1er January 2013	Charge to income statement	Release of unspent provisions	Provisions utilised	31 December 2013
Provision for exchange losses	6,791			(2,764)	4,027
Provision relating to share options and
free shares	4,352	3,128		(2,442)	5,038
Other	909	443	–	(858)	493
Total	12,052	3,571	–	(6,064)	9,558

J. Revenues from sale of services

This item comprises revenues from services charged to the Concessionaires France Manche SA and Channel Tunnel Group Limited, to the rail freight companies via their holding company Europorte SAS and to the maritime companies.

K. Purchases and external costs

This item includes costs incurred on behalf of subsidiaries including the Concessionaires.

The fees paid to the statutory auditors relating to the 2013 and 2012 financial years are presented in note DD to the Group's consolidated accounts.

L. Staff numbers

The average number of staff employed during the year was 11 (2012: 10).

At 31 December 2013, 12 staff were employed by the company (31 December 2012: 10).

M. Exchange gains and losses

In 2013, this included realised exchange gains and losses arising from intra-group payables and receivables.

N. Interest and related income and charges

d'000		2013	2012
Interest and related income
Interest due from Channel Tunnel Group Limited on the ABD	( *)	6,625	7,056
Interest due from France Manche SA on the ABD	( *)	16,287	18,179
Interest due from Eurotunnel Agent Services Limited		6,175	5,880
Interest due from France Manche SA on the NRS Commission Loan and the NRS Redemption Premium Loan	( *)	2,098	2,449
Interest due from Europorte on intra-group loans		1,121	1,314
Interest due from GET Elec Limited		–	7
Interest due from Euro-TransManche Holding SAS		1,281	427
Bank interest		123	105
Total		33,710	35,417
Interest and related charges
Interest due to France Manche SA on the Funding Loan	( *)	2,269	2,532
Interest due to Channel Tunnel Group Limited on the Funding Loan	( *)	1,892	2,015
Interest due on intra-group current accounts	( *)	4,299	2,654
Interest due on intra-group current accounts		7	–
Total		8,467	7,201

* These amounts (totalling d16,550,000: received d25,010,000, paid d8,460,000) are governed by the Master Intra-Group Debt Agreement.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

O. Financial depreciation and provisions

d'000	31 December 2013	31 December 2012
Depreciation of investment in subsidiary undertakings and associated receivables (see note A above)	30,589	15,403
Provision for exchange losses	–	3,009
Other	–	8
Total	30,589	18,420

P. Exceptional result

d'000	31 December 2013	31 December 2012
Exceptional charges	(3,960)	(805)
Exceptional income	4,060	1,116
Exceptional result on the partial repayment of the ABD (see note E.1 above)	5,933	–
Other provisions	(350)	(858)
Release of other provisions	3,300	–
Total	8,983	(547)

At 31 December 2013, exceptional charges and income relate primarily to the gains and losses recognised on the sale of treasury shares (see note B.5 above).

GET SA released a provision for free shares for c2,443,000 (see note B.5 above) against a charge for the same amount following the transfer of shares to Group staff (see note F above) and a provision for a legal risk for c858,000.

Q. Tax and fiscal situation

GET SA is the parent company of the consolidated tax group which it formed on 1 January 2008 with all the Group's French subsidiaries.

Q.1 Taxation accounted for through the income statement

The tax charge for the period relates mainly to the 3% tax on dividends.

	31 December 2013
d'000	Before tax	Tax
Current result	(5,247)	(4,679)
Exceptional result	8,983	(13,853)
Effect of tax consolidation		18,532
Total income tax		0
Tax on dividends		(1,956)
Other		109
Total tax		(1,847)

Information presented as if the company was taxed separately and on the basis of a tax rate, applicable to taxable transactions, of 34.43%.

The result before tax includes the depreciation of the loan to Euro-Transmanche Holding SAS (see note A above) which constitutes a non-tax deductible charge. The tax related to exceptional items includes the de-neutralisation of the latent tax gain on the restructuring profit, taxable in the year following the partial repayment of the ABD (see note E.1 above).

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

GET SA's taxable result, excluding integration, was a profit of c53.8 million (31 December 2012: profit of c37 million). The taxable result for the consolidated tax group was a loss of c11.1 million.

Q.2 Reductions and increases in future tax liabilities

	31 December 2013			31 December 2012
d'000	Base	Tax	Base	Tax
Tax losses	915,854	315,328	904,704	311,489
Other (including exchange difference liabilities and provision
for exchange risk)	26,820	9,233	40,974	14,107
Total reductions in future tax liabilities	942,674	324,561	945,678	325,596
Unrealised gain on the restructuring profit	1,376,028	473,766	1,413,707	486,739
Other (including exchange difference assets)	9,057	3,118	11,140	3,835
Total increases in future tax liabilities	1,385,085	476,884	1,424,847	490,574

Information presented as if the company was taxed separately and on the basis of a tax rate, applicable to taxable transactions, of 34.43%.

Carried forward losses of the tax consolidation group

At 31 December 2013, the cumulative tax losses of the tax group which can be carried forward indefinitely and are chargeable to the taxable profits of the members of this group amount to c916 million (31 December 2012: c905 million).

Profit arising from the 2007 restructuring

The financial restructuring in 2007 led to a restructuring profit in the accounts of the Eurotunnel Group of c3,323 million. At 31 December 2013, c1,376 million of this amount remains deferred within the French tax group. The taxation of this profit is dependent on the repayment of the Amended Bond Debt (see note E.1 above) between the Concessionaires (France Manche SA and Channel Tunnel Group Limited) and Groupe Eurotunnel SA, which in turn depends on the repayment of the Term Loan by the Concessionaires which matures in 2050.

Q.3 Other information

In January 2014, the company received notification of a tax audit from the French tax authorities relating to the financial years 2011 and 2012.

R. Earnings per share and effect of dilution

	2013	2012
Weighted average number:
– of issued ordinary shares	550,000,000	559,792,218
– of treasury shares	(9,038,787)	(11,066,246)
Number of shares used to calculate the result per share (A)	(540,961,213)	548,725,972
– effect of share options i	–	–
– effect of free shares ii	1,398,503	1,375,858
Potential number of ordinary shares (B)	1,398,503	1,375,858
Number of shares used to calculate the diluted result per
share (A+B)	542,359,716	550,101,830
Net profit (c'000) (C)	1,889	9,347
Profit per share (g) (C/A)	N/S	0.02
Profit per share after dilution (g) (C/(A+B))	N/S	0.02

The calculations were made on the following basis:

(i) on the assumption of the exercise of the maximum number of options issued and still in issue at 31 December 2013 (when the average price of the shares during the period exceeds the exercise price of options). The exercise of these options is conditional on attaining the targets described in note H.3.i above, and
(ii) on the assumption of the exercise of the maximum number of the free shares allocated to staff (see note H.3.ii above).

S. Commitments and contingent liabilities

GET SA, France Manche SA, Channel Tunnel Group Limited, Eurotunnel SE, Eurotunnel Finance Limited, ESGIE, ESL and EurotunnelPlus Limited jointly and severally guarantee the obligations of France Manche SA and Channel Tunnel Group Limited in respect of the Term Loan. In order to guarantee these obligations, these companies have granted security as described in note V of GET SA's consolidated financial statements.

T. Related party transactions

T.1 Subsidiaries of the Eurotunnel Group

The main transactions carried out with related parties (the other companies within the Eurotunnel Group), as well as the receivables and the payables relating to these companies, are as follows:

Statement of financial position (d'000)	Note	31 December 2013	31 December 2012
Other non-current financial assets	E.1	2,084,301	2,136,844
Group and associates receivables	E.3	13,464	11,884
Other current financial assets	E.1	25,302	27,983
Assets		2,123,067	2,176,711
Group and associates	E.2	743,117	640,208
Liabilities		743,117	640,208

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Income statement (d'000)	2013	2012
France Manche SA	9,451	11,472
Europorte SAS	2,821	2,458
Euro-TransManche Holding SAS	480	120
ˆ Centre International de Formation Ferroviaire de la C ote d'Opale SAS	9	7
Sales	12,761	14,057
Eurotunnel Services GIE	761	741
Eurotunnel Services Limited	726	407
GB Railfreight Limited	133	822
Eurotunnel Management Services Limited	24	–
Europorte SAS	126	–
Europorte Channel SAS	87	38
Purchases	1,857	2,008
France Manche SA	6,568	5,186
Channel Tunnel Group Limited	1,892	2,015
Eurotunnel Agent Services Limited	7	–
Financial charges	8,467	7,201
France Manche SA	18,385	20,628
Channel Tunnel Group Limited	6,625	7,056
Euro-TransManche Holding SAS	1,281	427
GET Elec Limited	–	7
Europorte SAS	1,120	1,314

Eurotunnel Agent Services Limited	6,175	5,880

T.2 Remuneration of board members and senior executives

The amount of remuneration paid to members of the board of directors and senior executive officers is included in chapter 15 of the 2013 Registration Document.

U. Events after the reporting period

Nothing to report.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.4. AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION

The reports of the statutory auditors on the parent company and consolidated financial statements of GET SA for the year ended 31 December 2013 are set out in section 20.3 of this Registration Document. The reports of the statutory auditors on the parent company and consolidated financial statements of GET SA for the years ended 31 December 2012 and 31 December 2011 (contained in section 20.3 of the 2012 Registration Document and the 2011 Reference Document respectively) are incorporated by reference in this Registration Document pursuant to article 28-1 of European Commission Regulation (EC) 809-2004.

20.5. DATE OF LATEST FINANCIAL INFORMATION

The last financial year for which audited financial information is available is the year ended 31 December 2013.

20.6. INTERIM AND OTHER FINANCIAL INFORMATION

None.

20.7. DIVIDEND POLICY

GET SA intends to maintain and to reinforce its dividend policy. On 29 April 2014, GET SA will propose to its shareholders a dividend distribution of c0.15 per ordinary Share of c0.40 each comprising the share capital and with a right to dividend. GET SA will propose to its shareholders a distribution of dividends of c82,500,000, representing a dividend of c0.15 for each of the 550,000,000 Shares comprising the share capital and with a right to dividend and excluding Shares held by the company on the date of distribution. It will be proposed at the annual general meeting to allocate the entire profit for the year to the distribution of dividends, the legal reserve having been fully allocated and to input c80,611,387 to retained earnings from previous years.

Net profit for the financial year	c1,888,613
Profits carried forward	c483,276,639
Legal reserve	c22,422,885
Dividends	c82,500,000
Balance carried forward	c402,665,252

If, on the date of the distribution of the dividend, the company holds some of its own shares, the amount not paid because of these ordinary treasury shares would be allocated to retained earnings.

● ²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

It is to be noted that for the financial year ended 31 December 2010, the company distributed a dividend of c0.04 per ordinary Share, increased to c0.08 for the 2011 financial year and to c0.12 for the 2012 financial year:

Financial year	( *) Amount allocated to distribution (in euros)	( **) Number of shares involved	Dividend per share (in euros)
2010 dividend	21,368,447.28	523,447,118	0.04
2011 dividend	44,139,557	551,744,469	0.08
2012 dividend	66,000,000	550,000,000	0.12

* Theoretical amounts.

** Historical number of shares:

2010 financial year: d20,937,884.72 for 523,447,118 shares;
2011 financial year: d44,104,960.48 for 551,312,006 shares;
2012 financial year: d65,188,915.32 for 543,240,961 shares.

The adjustment relates to the existence of treasury shares.

The dividend policy is determined by the board of directors; it takes into account the Group's investment needs, the economic context and other facts deemed relevant.

The Group's objective is a policy of annual dividend distribution of two-thirds of its Free Cash Flow.

However, this objective is by no means a commitment by the Group; future dividends will depend, in particular, on the Group's results and financial position.

20.8. LEGAL AND ARBITRATION PROCEEDINGS

20.8.1 PROCEEDINGS RELATING TO THE SAFEGUARD PLAN

a) Proceedings relating to the opening of the safeguard procedure

The judgments of 2 August 2006, by which the Paris Commercial Court opened safeguard proceedings in favour of TNU PLC, Eurotunnel Service Limited, EurotunnelPlus Limited, Eurotunnel Finance Limited and CTG, were subject to third-party opposition by Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park SARL, M.D. Sass Re/Enterprise Partners LP and M.D. Sass Corporate Resurgence Partners III LP.

These third-party oppositions were rejected by five judgments of the Paris Commercial Court dated 15 January 2007.

The appeal filed by Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park SARL, M.D. Sass Re/Enterprise Partners LP, and M.D. Sass Corporate Resurgence Partners III LP was rejected by five orders of the Paris Court of Appeal delivered on 29 November 2007. These orders were subsequently partially overthrown on the grounds that they declared opposition by a third party inadmissible, but since the case involves foreign creditors of foreign companies, the foreign creditors have, under the European Convention on Human Rights, the right to question the jurisdiction of French courts before the Judge.

The French Supreme Court of Appeal returned the case to the Paris Court of Appeal which confirmed the judgments of 2 August 2006 and 15 January 2007, and sentenced Elliott to pay the sum of c50,000 pursuant to article 700 of the French Code of Civil Procedure.

b) Proceedings relating to the progress of the safeguard procedure

i) By a decision dated 16 November 2006, the Juge Commissaire held that the noteholders did not constitute a body of noteholders and the judicial administrators of FM and EFL were authorised to convene a meeting of the noteholders of FM and EFL ''in accordance with applicable law.''

Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park, M.D. Sass Re/Entreprise Partners L.P and M.D. Sass Corporate Resurgence Partners III L.P. have challenged this ruling based on the terms of the agreements pursuant

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

to which the notes were issued, arguing that only Law Debenture Trustees Limited had authority to convene noteholders' meetings.

This case was heard before the Paris Commercial Court (Chambre du Conseil) on 27 April 2007.

In a judgment dated 29 May 2007, the Paris Commercial Court dismissed the claim. The plaintiffs have decided not to appeal, making the judgement final.

ii) On 7 December 2006, Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park, M.D. Sass Re/Entreprise Partners L.P and M.D. Sass Corporate Resurgence Partners III L.P., in their capacity as holders of the resettable bonds issued by EFL and the stabilisation notes issued by FM, brought a claim before the Juge Commissaire for the meetings of the noteholders of FM and EFL convened by the judicial administrators and held on 14 December 2006 to be cancelled.

This claim was principally based on the fact that the judicial administrators convened a single meeting for each company having issued the notes, instead of six meetings.

This case was heard before the Juge Commissaire on 12 February 2007.

By a decision dated 22 February 2007, the Juge Commissaire decided to postpone its decision until the dispute described in paragraph (i) above was resolved. Because the plaintiffs have decided not to appeal (as indicated in (i) above), the case went back before the Juge Commissaire who referred it to the hearing of 17 March 2011; the court held on 26 September 2011 that the case has lapsed.

iii) On 12 January 2007, Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park, M.D. Sass Re/Entreprise Partners L.P and M.D. Sass Corporate Resurgence Partners III L.P. brought a claim in the Paris Commercial Court for the meetings of the noteholders of FM and EFL which approved the proposed safeguard plan to be declared null and void in respect of the treatment of the notes of the two issuers.

It was claimed that the meetings should be void because the judicial administrators did not have the authority to convene them and because only one meeting was held for each of FM and EFL which was not in accordance with the quorum and majority rules set out in the agreements pursuant to which the notes were issued.

This initial hearing of the dispute was held on 3 April 2007 before the 7th Chamber of the Paris Commercial Court. The court held on 26 September 2011 that the case has lapsed.

c) Judgments approving the safeguard plan

The judgments of the Paris Commercial Court dated 15 January 2007 approving the Safeguard Plan have been challenged by Elliott International LP, The Liverpool Limited Partnership, Tompkins Square Park, M.D. Sass Re/Entreprise Partners L.P and M.D. Sass Corporate Resurgence Partners III L.P. (the ''Opposing Parties'') based on the terms on which the meetings of the noteholders were convened and held under the Safeguard Procedure.

The Opposing Parties were holders of resettable bonds issued on 15 May 2006 in accordance with the Resettable Bond Constituting Trust Deed and Stabilisation Notes issued by FM in July 2002, December 2003, January 2004 and May 2006 in accordance with the Stabilisation Note Constituting Trust Deed dated 7 April 1998.

In accordance with article L. 626-33 of the French Commercial Code, the judicial administrators convened one meeting of noteholders per issuer (FM and EFL) which combined the holders of stabilisation notes, resettable bonds and participating loan notes issued by FM and EFL on 7 April 1998 in accordance with the Participating Loan Note Constituting Trust Deed.

On 14 December 2006 the two meetings of noteholders convened by the judicial administrators approved the proposed safeguard plan by a majority of more than half of the noteholders in number, representing more than two thirds of the nominal value of the notes.

The Opposing Parties claim in their objections:

• that the judicial administrators did not have the power to convene the meetings; and

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

• that only one meeting of noteholders was held for FM and EFL whereas, in accordance with the agreements pursuant to which the notes were issued, FM and EFL should each have held one noteholders' meeting for each series of note issued (three meetings of noteholders per company).

According to the Opposing Parties, failure to comply with the agreements pursuant to which the notes were issued rendered the noteholders' meeting void pursuant to article L. 626-32 of the French Commercial Code which, according to the Opposing Parties, is equivalent to no meeting of noteholders having been held, rendering the court decisions of 15 January 2007 which approved the terms of the safeguard plan specific to FM and EFL void.

The Opposing Parties also claim that the decisions of the Paris Commercial Court of 15 January 2007 should be void in that they ordered the compulsory sale of the notes even though article L. 626-32 of the French Commercial Code only authorises ''total or partial waiver of claims under debt security instruments.''

This third party opposition procedure is the continuation of the previous action brought before the Commercial Court of Paris by the same applicants and on the same grounds for the meetings of noteholders of FM and EFL held on 14 December 2006 to be cancelled.

This hearing was held on 18 June 2007. By a decision on 22 October 2007, the Paris Commercial Court stayed the proceedings pending resolution of the proceedings described in paragraph 20.7.1(a) of this Registration Document. As matters currently stand, this stay of proceedings remains in effect as no decision has been made on the third-party oppositions to the judgements opening the safeguard procedure. Although the grounds for the stay of proceedings no longer exist, Elliott has not withdrawn this matter from the list of proceedings being stayed.

d) Analysis

The conditions in which the meetings of noteholders of EFL and FM were convened and held were determined by the judicial administrators, who considered that in the absence of a body of noteholders, the formal provisions of article L. 626-3 of the French Commercial Code obliged them to convene the relevant meetings themselves.

Furthermore, although the judicial administrators were required to convene the meetings, article L. 626-3 of the Commercial Code does not contain any provisions relating to the quorum or the majority required to approve the business considered by the meeting. The question therefore arose as to whether the applicable law was that governing the agreements pursuant to which the notes were issued or French law.

Following advice, the judicial administrators considered that the provisions of article L. 626-30 of the French Commercial Code should apply.

In light of the facts and the legal analysis carried out by the Eurotunnel Group on the basis of applicable texts, case law and amendments of the safeguard law, the Eurotunnel Group believes that it has solid arguments to successfully oppose the claims referred to above.

20.8.2 UK COMPETITION COMMISSION

In 2012, the Group arranged to purchase certain assets, including three ferries, belonging to former maritime company SeaFrance. On 8 November 2012, the French Competition Authority authorised this purchase subject to certain commitments. Risks to competition in the passenger market were ruled out. For freight transport, the Eurotunnel Group has agreed, for a period of five years, not to offer any discounts on its cross-Channel rail freight transport rates that would be contingent on the customer also using its maritime transport service. Specifically, it may not base annual rate negotiations on the volume of freight transported by MyFerryLink. The Eurotunnel Group has also agreed not to discriminate in any way against customers who do not use MyFerryLink for their cross-Channel maritime freight transport. To make sure it honours these commitments, the prices charged to freight customers will have to be negotiated by different sales teams for each mode of transport and are covered by separate contracts. An independent trustee is in charge of monitoring these commitments.

The matter was referred to the UK Competition Commission (CC). On 19 February 2013, the CC revealed the results of its preliminary analysis, finding that the entry of a new operator, MyFerryLink, would substantially lessen competition and that the sale of SeaFrance assets to another operator would have been better for competition in the cross-Channel market. The Group challenged this analysis. On

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

6 June 2013, the CC announced its decision to ban Groupe Eurotunnel SA (or any related entity) from directly or indirectly operating ferry services from the Port of Dover for a period of ten years using the Berlioz or Rodin, or for a period of two years using any other vessel.

Following an appeal by Groupe Eurotunnel SA and the SCOP SeaFrance, on 4 December 2013 the Competition Appeal Tribunal quashed the CC's decision of 6 June. The Tribunal found that the CC, by failing to demonstrate that Groupe Eurotunnel SA had acquired an enterprise rather than individual assets, had not demonstrated that it had jurisdiction in the matter. The Tribunal therefore remitted to the CC the question of whether the Eurotunnel Group had acquired an enterprise.

In a press release dated 8 January 2014, the CC announced that it was reconsidering the nature of Eurotunnel's acquisition of the three ships and other assets from the former SeaFrance. The CC's decision is expected in May 2014.

If the CC should again conclude that it had jurisdiction, it would then have to commence the process for enforcement of the remedies provided for in its 2013 decision, barring any major changes in circumstances. The CC would then have to publish, for consultation, the draft order enforcing the remedies. It should be noted that the CC's earlier decision granted a period of six months from the date of the order for the implementation of the remedies.

20.8.3 IGC

On 4 June 2013, the IGC announced that Eurostar had lodged a claim against the fee structure resulting from the 2014 Network Statement relating to the use of the Tunnel.

In accordance with the Rule of Procedure of 25 October 2005 (Intergovernmental Commission Rule of Procedure for the consideration of appeals brought under Article 12 of the Regulation on the use of the Channel Tunnel by International Groupings or railway Undertakings, signed at London on 25 October 2005), the Intergovernmental Commission (IGC) set the timetable and arrangements for examination of the appeal filed with the IGC by Eurostar.

Substantively, the claim argued that the pricing information contained in the 2014 Network Statement was not compliant with regulation, since it failed to mention how the costs incurred by the rail infrastructure manager were related to the fees charged. It does not challenge the level of charging nor the amount of revenue. The Eurotunnel Group has contested both the nature of the loss alleged by EIL and the jurisdiction and independence of the IGC to hear the claim.

On 5 December 2013, the IGC confirmed that Eurotunnel ought to recover, through its fees, the long-term costs of the Fixed Link from rail operators using the Tunnel, in accordance with the procedures established under the Railway Usage Contract. The Eurotunnel Group applies this long-term cost recovery method in accordance with Article 8.2 of European Directive 2001/14/EC. The Railways are still able to audit these costs. The Eurotunnel Group provides the IGC with the necessary information in strict compliance with European directives. The Eurotunnel Group is continually improving the quality of its Network Statement to make it as comprehensive as possible; for the record, the Network Statement has been published on the Eurotunnel Group's website since the market opened up to competition in 2007.

As a precaution, the Eurotunnel Group has brought a procedural appeal against the IGC decision before the Court of Appeal of Paris.

20.8.4 INFRINGEMENT PROCEEDINGS INITIATED BY THE EUROPEAN COMMISSION AGAINST FRANCE AND THE UNITED KINGDOM ON THE BASIS OF ARTICLE 258 OF THE TREATY ON THE FUNCTIONING OF THE EUROPEAN UNION (TFEU)

On 21 June 2013, the European Commission sent France and the United Kingdom a formal request, in the form of a ''reasoned opinion'', inviting the French and UK authorities to implement the provisions of the first railway package of 2001 (Directives 91/440/EEC and 2001/14/EC) on the charging of Railway Companies in the Tunnel. The Commission also claimed that the IGC's independence is not guaranteed and confirmed that the Shuttle business was not covered by the opinion. The infringement procedure was initiated by the European Commission against France and the United Kingdom on the basis of Article 258 of the Treaty on the Functioning of the European Union (TFEU).

●²⁰ FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Although the procedure launched by the Commission is aimed at the States and not at the Group directly, the Eurotunnel Group has worked with the French and UK governments to assert the legitimacy of its position and has presented arguments that could be developed in response to the reasoned opinion of the European Commission, except for the grievances concerning the Intergovernmental Commission.

The arguments that the Group put forward are based on points of fact and law that demonstrate that the grievances alleged by the Commission are unfounded. The Eurotunnel Group effectively considers that, contrary to the Commission's allegations:

• a cost allocation method has in fact been established; the obligation to do so was transposed by the States into national law by Article 11(5) of the Regulation on Use(1), which requires the manager to ''justify the charges billed as against the charging principles set out [...] in Chapter II of Directive 2001/14/EC'';
• fees for using the Fixed Link infrastructure are set in accordance with the charging principles: fees for accessing the Fixed Link comply with the provisions of Directive 2001/14/EC. Article 7(3) of the Directive requires that charges for the minimum access package shall be set at the cost that is directly incurred as a result of operating the train service. However, Article 8(2) authorises the infrastructure manager in certain cases to set higher charges on the basis of the long-term costs of specific investment projects ''if they increase efficiency and/or cost-effectiveness and could not otherwise be or have been undertaken''.

The Fixed Link, which is a specific investment project, whose implementation does not go back more than 15 years before the entry into force of the Directive, satisfies all the criteria laid down in Article 8.2 of the Directive. In this regard, the charging structure established in 1987 and which has applied ever since the Fixed Link first went into commercial operation does not cover the full discounted costs incurred by Eurotunnel for building the Fixed Link rail infrastructure;

• the duration of the Railway Usage Contract complies with the applicable provisions. This contract, which is more akin to a ''network statement'' setting out the principles governing infrastructure access, must be distinguished from a ''framework agreement'' (the purpose of which is to define the reciprocal rights and obligations of a railway undertaking and the infrastructure manager for capacity utilisation), the duration of which is subject to the provisions of Article 17 of the Directive. In any event, the conditions of Article 17(5) that allow framework agreements to last for more than five years have been fully met in this case;
• as regards the Commission's allegation that the Railway Usage Contract prevents ''all'' third-party rail operators from accessing the Fixed Link, the Commission has provided no concrete evidence in support of this claim. The Railway Usage Contract does not prevent third-party operators from using the Tunnel, as has been expressly recognised by the General Court of the European Union and by the Commission itself;
• finally, the traffic is lower than initially forecast not because of excessive toll charges, but owing to a lack of supply among rail carriers. These are non-tariff barriers to the development of traffic.

In their response to the European Commission in September 2013, France and the United Kingdom rejected all grievances raised by the Commission and confirmed the validity of the charging structure of the Fixed Link with regard to European directives.

Depending on the response of the two governments, the Commission may decide:

• not to pursue the infringement proceedings, or
• to refer the case to the Court of Justice of the European Union (CJEU). This referral would lead to commencement of the litigation stage.

Any decision to refer the case to the CJEU is at the sole discretion of the Commission and is not subject to any time constraints.

If the CJEU should find against the Member State, it is for the latter to take the necessary measures to comply with the judgment, and specifically to settle the dispute at the root of the proceedings. If the Member State does not comply, the Commission may again refer the case to the CJEU, asking it this time to impose a penalty payment on the Member State concerned until it has ceased the infringement and/or impose a lump-sum payment in accordance with Article 260(2) TFEU.

⁽¹⁾ Regulation of the Intergovernmental Commission (IGC) on the use of the Channel Tunnel, taken under the Treaty and signed on 23 July 2009 (the Regulation on Use) published by Decree No. 2010-21 of 7 January 2010 (the Decree). In the UK, these provisions have been implemented for the Fixed Link by the Channel Tunnel (International Arrangements) Order 2005 (SI 2005/3207), as amended by Statutory Instruments SI 2008/2366 and SI 2009/2081.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS ●²⁰ AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.8.5 IMPACT ON THE FINANCIAL SITUATION AND PROFITABILITY OF THE EUROTUNNEL GROUP

As far as it is aware, and subject to the paragraphs above, GET SA and its subsidiaries have not during the last twelve months been involved in any judicial or governmental proceedings or arbitration that is ongoing or suspended, which could have or has had a significant negative effect on its financial situation or profitability.

The Eurotunnel Group had no significant provisions for litigation at 31 December 2013.

20.9. SIGNIFICANT CHANGES TO THE FINANCIAL OR COMMERCIAL SITUATION

Please refer to note A to the consolidated accounts, contained in paragraph 20.3.1 of this Registration Document.

20.10. TABLE OF GET SA PARENT COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS

	2013	2012	2011	2010	2009
Capital at end of financial year
Share capital	220,000,000	220,000,000	224,228,852	213,684,473	190,825,292
Number of existing ordinary Shares	550,000,000	550,000,000	560,572,129	534,211,182	477,063,229
Number of existing preferred shares	–	–	–	–	1
Maximum number of future ordinary Shares to be created on exercise of rights of holders of securities giving access to GET SA equity( *)	1,398,503	1,375,858	706,356	41,993,893	99,016,039

Transactions and results for the year (g'000)
Revenue excluding tax	12,761	14,101	11,908	11,222	11,626
Payroll costs	1,862	2,051	1,644	1,139	424
Amount of benefits	917	1,053	755	522	174
Number of employees	11	10	6	5	1
Result before tax, employee
participation and depreciation and provisions	31,716	30,800	18,862	570,037	24,447
Tax on profits	(1,847)	188	670	497	3
Result after tax, employee participation
and depreciation and provisions	1,889	9,347	14,521	571,264	24,450
Distributed result	(**)82,500	65,189	44,105	21,368	19,231
Earnings per share (g)
Result after tax, employee participation and before depreciation and provisions	NS	0.02	0.03	1.07	0.05
Result after tax, employee participation
and depreciation and provisions Dividend per consolidated share	NS 0.15	0.02 0.12	0.03 0.08	1.07 0.04	0.05 0.04

* For details, see note M of the consolidated accounts in paragraph 20.3.1 of this Registration Document.

** Subject to approval by the general meeting on 29 April 2014 of the appropriation of the 2013 result.

20.11. STATUTORY AUDITORS' FEES

		KPMG			Mazars
	Amount (pre-tax)		%		Amount (pre-tax)		%
d'000	2013	2012	2013	2012	2013	2012	2013	2012
Audit
Statutory auditors, certification, examination of the individual and consolidated accounts:
Issuer	285	352	32%	39%	189	210	24%	27%
Fully consolidated subsidiaries	491	515	55%	57%	483	527	61%	67%
Other fees and services directly linked to the duties of the statutory auditors:
Issuer	117	39	13%	4%	114	39	14%	5%
Fully consolidated subsidiaries	5	–		–	–	–	–	–
Sub-total	898	906	100%	100%	786	776	99%	99%
Other services supplied by the networks to fully consolidated subsidiaries:
Legal, tax and social	–	–	–	–	6	5	1%	1%
Other	–	–	–	–	–	–	–	–
Total	898	906	100%	100%	792	781	100%	100%

ADDITIONAL INFORMATION ●²¹

21. ADDITIONAL INFORMATION

21.1.	SHARE CAPITAL	240
21.1.1	Amount of share capital (article 6 of GET SA's by-laws)	240
21.1.2	Form and transfer of shares (articles 9 and 10 of GET SA's by-laws)	240
21.1.3	Securities not representing share capital	240
21.1.4	Shares held by GET SA or its subsidiaries	240
21.1.5	Securities redeemable in shares or securities with warrants attached	240
21.1.6	Authorised but unissued share capital, commitments to share capital increases	240
21.1.7	Share capital history over the last three years	243
21.1.8	Acquisition by GET SA of its own shares	245

21.2.	CONSTITUTIONAL DOCUMENT AND BY-LAWS	246
21.2.1	Corporate purpose (article 2 of GET SA's by-laws)	246
21.2.2	Members of the board of directors and management bodies	246
21.2.3	Rights and obligations attached to the shares (article 11 of GET SA's by-laws)	246
21.2.4	Allocation of profits (article 31 of GET SA's by-laws)	247
21.2.5	Modifications of shareholders' rights	247
21.2.6	Clauses that may have an impact on the control of GET SA	248
21.2.7	Identification of shareholders (article 14 of GET SA's by-laws)	249
21.2.8	Notification of interests in shares	249
21.2.9	Modifications of share capital	249
21.3.	TRAVEL PRIVILEGES	249

21.1. SHARE CAPITAL

21.1.1 AMOUNT OF SHARE CAPITAL (ARTICLE 6 OF GET SA'S BY-LAWS)

On 31 December 2013, the share capital of GET SA was c220,000,000, divided into 550,000,000 Shares with a nominal value of c0.40 each, fully paid-up.

At the date of this Registration Document, the share capital of GET SA is c220,000,000 divided into 550,000,000 ordinary shares with a nominal value of c0.40 each, fully paid-up.

The share capital may be increased or reduced by a collective decision of the shareholders in accordance with applicable laws and the by-laws of GET SA.

As at the date of this Registration Document, GET SA is not aware of any charge over any significant proportion of its share capital.

21.1.2 FORM AND TRANSFER OF SHARES (ARTICLES 9 AND 10 OF GET SA'S BY-LAWS)

Unless otherwise provided by law or regulations, Shares are held in registered or bearer form, at the shareholder's discretion.

The Shares are freely tradable. They must be held in a securities account and are transferred by inter account transfer under the conditions set forth by applicable laws and regulations.

21.1.3 SECURITIES NOT REPRESENTING SHARE CAPITAL

As at the date of this Registration Document, there are no securities that do not represent share capital.

21.1.4 SHARES HELD BY GET SA OR ITS SUBSIDIARIES

As at the date of this Registration Document, with the exception of the Shares acquired by GET SA in accordance with the terms and conditions described in paragraph 21.1.8 below, neither GET SA nor its subsidiaries hold any Shares.

21.1.5 SECURITIES REDEEMABLE IN SHARES OR SECURITIES WITH WARRANTS ATTACHED

In 2013, GET SA no longer had securities redeemable in shares or securities with warrants attached in issue.

21.1.6 AUTHORISED BUT UNISSUED SHARE CAPITAL, COMMITMENTS TO SHARE CAPITAL INCREASES

There were 550,000,000 Shares in issue as at 31 December 2013.

The table below summarises the authorisations granted to the board of directors by the GET SA combined general meeting, held on first notice on 15 may 2013, in order to increase the share capital.

Summary of purpose	Date of general meeting granting the authorisation	Duration	Maximum nominal amount authorised	Use made at the date of this Registration Document
Delegation of authority granted to the board of directors	15 May 2013	26 months	50% of share capital	None
to issue Shares and securities convertible into Shares or shares of one of its subsidiaries, applying shareholders'			c110 million
preferential subscription right (11th resolution)			c900 million (debt instruments)
Delegation of authority granted to the board of directors	15 May 2013	26 months	20% of share capital	None
to issue Shares and securities convertible into Shares or shares of one of its subsidiaries, disapplying			c44 million
shareholders' preferential subscription right but with a priority subscription period (12th resolution)			c900 million (debt instruments)
Delegation of authority given to the board of directors for the purpose of increasing the share capital for the benefit of employees who are members of a company savings plan (14th resolution)	15 May 2013	26 months	c2 million	None
Overall limit on the authorisations referred to above	15 May 2013	26 months	50% of share capital	None
(13th resolution)			c110 million
			Including a 20% sub-cap for authorisations displaying preferential subscription rights

The cap for these authorisations was set at 50% of share capital, and includes a 20% sub-cap for authorisations disapplying preferential subscription right.

Share capital subject to options

The combined general meeting of the Company held on 26 May 2010, in its 25th resolution, authorised the board of directors to grant, on one or more occasion, options over shares in the Company, to salaried staff with executive status and executive officers of GET SA and its subsidiaries, during a period of thirty-eight (38) months from the date of the general meeting. Pursuant to this authorisation, on the recommendation of the nomination and remuneration committee, the board of directors approved the terms of a share option scheme and proceeded to make three grants in 2010, 2011 and 2012. The exercise price and performance conditions for these options are given in chapters 15 and 17 of this Registration Document.

The general meeting of shareholders of 28 April 2011, in its 7th resolution, authorised the board of directors to proceed, on one or more occasions, to grant free Shares already in issue that had previously been bought by GET SA, in accordance with applicable law, to all employees of GET SA and of companies or entities related to it pursuant to article L. 225-197-2 of the French Commercial Code, including companies or entities located abroad (except for executive employees and executive officers of GET SA referred to in article L. 225-197-1 II of the French Commercial Code who waived their rights). On 28 April 2011 and 26 April 2012, GET SA awarded each of the Group's employee (excluding executive officers) free of charge, 200 Shares (2011) and 310 Shares (2012). The definitive acquisition of these Shares is conditional on staff remaining as employees of the Group and the Shares continuing to be held for a minimum period of 4 years. At 31 December 2013, the total number of shares granted to employees still with the Group, was 1,254,090 Shares (compared to 1,700,470 Shares at 31 December 2012), namely 0.23% of the share capital (compared to 0.34% of capital at 31 December 2012).

●²¹ ADDITIONAL INFORMATION

The characteristics and conditions attached to grants of stock options and free Shares are as follows:

Date of grant / main staff concerned	Number of options/ free Shares – 31 December 2013	Conditions for acquiring rights	Contractual duration of options
2010 Options granted to key executives and senior staff	1,015,000	Staff must remain as employees of the Group until the exercise of options. Internal performance (EBITDA and dividend) and market conditions have been met for 100% of the options.	4 years
2011 Options granted to key executives and senior staff	676,000	Staff must remain as employees of the Group until the exercise of options. Internal performance conditions (distribution of a dividend and EBITDA) have been met for 50% of the options and 50% of the options were forfeited in 2012 and 2013, as the market conditions were not met.	4 years
2012 Options granted to key executives and senior staff	1,032,750	Staff must remain as employees of the Group until the exercise of options. Internal performance conditions (distribution of a dividend and EBITDA) have been met for 25% of the options and 25% of the options were forfeited as the market conditions were not met.	4 years
		25% of the options are associated with a performance condition related to the financial performance of the Group (distribution of a dividend, consolidated EBITDA greater in 2013 than a determined lower limit), and 25% to a performance condition covering the Share, which must be superior to the performance of the SBF120 index (12 month average – from 20 July 2013 to 20 July 2014)
2011 free Shares granted to Group salaried staff (except for	212,800	Staff must remain as employees of the Group and Shares remain blocked for a minimum period of 4 years.	4 years
executive officers)		411,310 Shares have been granted in 2013
2012 free Shares granted to Group salaried staff (except for executive officers)	1,254,090	Staff must remain as employees of the Group and Shares remain blocked for a minimum period of 4 years.	4 years

Of the 2,723,750 options in issue at 31 December 2013:

• 1,015,000 will be exercisable, subject to continuing employment, at a price of c6.42 between July 2014 and July 2020;
• 676,000 will be exercisable, subject to continuing employment, at a price of c7.52 between July 2015 and July 2021;
• 344,250 will be exercisable at a price of c6.33 between July 2016 and July 2022, subject to continuing employment and performance conditions being met, and;
• 688,500 will be exercisable at a price of c6.33 between July 2016 and July 2022, subject to continuing employment and performance conditions being met.

The performance conditions and the conditions which have been met are described in chapter 15 of this Registration Document.

The total number of options may not give entitlement to a total number of Shares that is greater than 3,900,000 Shares. The board of directors has allocated 2,723,750 Shares as part of the share buyback programme to cover these options.

The total number of free Shares granted pursuant to the 7th resolution approved at the general meeting of shareholders of 28 April 2011, cannot, over three years, exceed 1,748,000 Shares. 411,310 Shares have been granted to the employees the tax residence of which is in France since the two year period ended on 28 April 2013; such Shares cannot be transferred until the end of another two year period. The board of directors has allocated 2,723,750 Shares as part of the share buyback programme to cover the award.

21.1.7 SHARE CAPITAL HISTORY OVER THE LAST THREE YEARS

Share capital prior to settlement of the 2007 exchange tender offer

The share capital of GET SA, prior to settlement of the exchange tender offer in 2007, was comprised of 22,500,000 shares of which 21,300,000 were held by Eurotunnel Participations 1 SAS and 1,200,000 were held by board members and individuals who were the initial shareholders of GET SA.

Share capital after settlement of the 2007 exchange tender offer

Following settlement of the 2007 exchange tender offer, GET SA's share capital was comprised of 2,391,364,450 class A ordinary Shares each with a nominal value of c0.01. With the exception of (i) the Shares held by Eurotunnel Participations 1 SAS and by board members and individuals who were the initial shareholders of GET SA and (ii) a preferred share, the full amount of the share capital of GET SA was held by the holders of the units who tendered them to the 2007 exchange tender offer (each unit included a TNU SA share and a TNU PLC share).

The shares held by Eurotunnel Participations 1 SAS and those held by board members (with the exception of qualification shares required to be held by directors pursuant to GET SA's by-laws) and the other initial shareholders of GET SA were acquired by GET SA.

The Shares were admitted to trading on Euronext Paris and were the subject of a secondary listing on the Official List of the United Kingdom Listing Authority and were admitted to trading on the London Stock Exchange. As a result, the initial shareholder base of GET SA, being the holders of units who tendered such units to the exchange tender offer, has changed. For more details on GET SA's shareholder base see chapter 18 of this Registration Document.

Share capital following the 1 for 40 Share consolidation

On 12 November 2007 a 40:1 consolidation was carried out by GET SA in accordance with the Safeguard Plan. 2,391,364,440(1) Shares with a nominal value of c0.01 each were subject to this consolidation.

Thereafter, the share capital of GET SA was comprised of 59,784,111 Shares with a nominal value of c0.40 each and one GET SA preferred share with a nominal value of c0.01. On 12 November 2009, the unclaimed Shares were sold on the stock market and the net proceeds of sale are held for the benefit of the persons so entitled, who did not ask for their non-consolidated Shares to be exchanged prior to 12 November 2009, for a ten-year period in a blocked account opened with BNP Paribas Securities Services. At the end of the said ten-year period, any sums owed to any person so entitled either (i) who had not requested the exchange, before 12 November 2009, of their non-consolidated Shares for Shares, or (ii) who had not requested a cash payment between 12 November 2009 and 12 November 2019, will be transferred to the Caisse des d ep´ ˆots et consignations subject to the 30-year limitation period for the benefit of the French State.

Share capital following the exercise of the warrants

In connection with the early cash redemption of all of the NRS II, 104,622,189 Shares were issued on 4 June 2008 on exercise of the warrants allocated free of charge to GET SA Shareholders on 30 April 2008 (representing an increase in share capital of a nominal amount of c41,848,875.60). This transaction complemented the issue, on 6 March 2008, of 800,000 SDES at a nominal value of c1,000 each.

Share capital following the redemption of the NRS I T1

On 28 July 2008, in accordance with the terms and conditions relating to the NRS I as set out in the securities note approved by the Autorite des march ´ es financiers on 4 April 2007 under approval number 07-113, 537,532 NRS I T1 denominated in euros and ´ 440,013 NRS I T1 denominated in sterling, were redeemed by the issue of 13,986,490 Shares and 11,449,125 Shares respectively, on the basis of a redemption ratio for the NRS I of 26.02 as adjusted following the rights issue of 4 June 2008, making a total of 25,435,615 ordinary Shares after rounding.

Share capital following the Simplified Exchange Tender Offer of 2007 Warrants

In connection with the Simplified Exchange tender offer carried out in 2009 for the 2007 Warrants, 3,260,315,660 2007 Warrants were tendered to the offer and in exchange 103,502,084 Shares were issued on 27 July 2009 (representing an increase in share capital of a nominal amount of c41,400,833.60).

⁽¹⁾ One GET SA shareholder waived the consolidation of 10 of their non-consolidated shares.

●²¹ ADDITIONAL INFORMATION

Share capital following the redemption of the NRS I T2

On 28 July 2009, in accordance with the terms and conditions relating to the NRS I as set out in the securities note approved on 4 April 2007 under approval no. 07-113, the Eurotunnel Group redeemed the NRS I T2 by issuing Shares at their contractual maturity. 530,798 NRS I T2 denominated in euros and 386,738 NRS I T2 denominated in sterling were redeemed. As at 31 December 2009, 9 NRS I T2 remained to be redeemed; the redemption of NRS I T2 resulted in an increase in nominal share capital of 9,549,702.40 over the financial year, by the issuing of 23,874,256 Shares.

Share capital following the early redemption of the NRS I T3

As part of the early redemption period running from 4 November 2009 to 17 November 2009 for the holders of NRS I T3, 1,545,317 NRS I T3 denominated in euros and 1,194,778 NRS I T3 denominated in sterling were redeemed by the issue of 68,502,375 Shares, on the basis of a redemption ratio of 25 Shares per NRS I T3, representing an increase in nominal share capital of c27,400,950.

Redemption of SDES into shares

From 6 September 2009 to 6 September 2010, SDES were redeemed in Shares, on the basis of a redemption ratio of 118.61 shares for one SDES. As at 31 December 2010, all SDES had been presented for redemption, representing over the period, the issue of 94,887,147 Shares, and the corresponding increase in nominal share capital of c37,954,858.80.

GET SA preferred share

The board of directors noted, at its meeting on 12 February 2010, pursuant to article 38 of the by-laws, that the specific rights attached to the GET SA preferred share had terminated, the GET SA preferred share becoming an ordinary Share, with effect from 1 January 2010.

Contractual redemption of the NRS I T3

On 28 July 2010, Eurotunnel Group carried out the contractual redemption of the third and final tranche of NRS I in Shares. This transaction resulted in a nominal capital increase of c21,190,000 through the issue of 52,974,440 Shares. The 9 NRS I T2 remaining to be presented for redemption were presented in the course of 2010.

Loyalty shares relating to the 2008 capital increase

As indicated in the securities note of 28 April 2008 registered with the AMF under no R. 08-024, one of the characteristics of the 2008 capital increase was the allocation of additional Shares to those who held until 6 March 2011 the new shares subscribed on exercise of the 2008 subscription warrants or acquired directly from the banks guaranteeing the transaction at the settlement date and registered with ISIN code FR0010612176. The maximum number of additional shares that could thus be issued was calculated on the basis of a ratio of one additional Share for every 22 Shares held. On 3 March 2011, the board of directors decided to proceed with this issue. As a result, by decision of the board of directors on 25 April 2008, 2,396,905 extra Shares were issued (ISIN code FR0010978825) with an entitlement to dividends from 1 January 2011, against the special reserve created for this purpose.

Share cancellation

On 3 March 2011, the board of directors, exercising the powers granted by the 30th resolution of the GET SA general meeting of 26 May 2010, resolved to cancel the remaining Shares held by GET SA (8,500,000 after rounding) which could no longer be used for their intended purpose and to reduce GET SA's share capital correspondingly by cancelling 8,500,000 Shares (i) held by GET SA having been acquired as part of the Share buyback programme authorised by the shareholders and (ii) allocated for cancellation under the current buyback programme. The effect was to reduce GET SA's share capital by c3,400,000 by cancelling 8,500,000 Shares with a nominal value of c0.40 each.

Exercise of 2007 Warrants

A total of 954,809,654 2007 Warrants were exercised during the exercise period, from 1 July to 31 December 2011, resulting in the issue of 32,464,042 Shares. The effect was to increase the share capital by a nominal amount of c12,985,616.80.

NYSE Euronext London

On 19 July 2012, the Group transferred trading of its Shares from the London Stock Exchange to NYSE-Euronext London. The Shares remains listed on the Official List of the United Kingdom Listing Authority in London. Only the trading venue has changed.

Share cancellation

On 3 December 2012, the Eurotunnel Group cancelled 10,572,129 Shares, exercising the powers granted by the 13th resolution of the GET SA general meeting of 26 April 2012. These shares had been purchased as part of the company's share buyback programme and were cancelled. Following this transaction, the share capital is divided into 550,000,000 shares with a nominal value of c0.40 each.

21.1.8 ACQUISITION BY GET SA OF ITS OWN SHARES

The general meeting of shareholders held on 15 May 2013, authorised GET SA to purchase, or procure the purchase of its own Shares, under the conditions set by articles L. 225-209 et seq of the French Commercial Code.

a) Description of the 2013 share buyback programme

The characteristics of the new share buyback programme were determined by the board of directors on 15 May 2013 and published pursuant to article 241-2 of the General Regulations of the AMF. Pursuant to the 2013 buyback programme, GET SA is authorised, for a period of eighteen months to purchase, or to procure the purchase of, its own shares under the conditions set out in articles L. 225-209 et seq. of the French Commercial Code, in the General Regulations of the AMF and in EC Regulation 2273/2003 of 22 December 2003.

The following applies in respect of the programme:

• the purchase price per share must not exceed c12, it being stipulated that the board of directors may nevertheless adjust this purchase price should transactions occur giving rise to an increase in the nominal value of ordinary shares or the creation and grant of free shares, as well as a decrease of the nominal value of the ordinary shares or the consolidation of ordinary shares or any other transaction affecting equity in order to reflect the impact of such transaction on the value of the ordinary shares;
• the maximum amount of funds allocated for the purchase of ordinary shares under this programme may not, based on the number of shares in issue at, exceed c660,000,000 (corresponding to a maximum of 55,000,000 ordinary shares at a maximum price of c12 per share, as stated above);
• the maximum proportion of the share capital authorised by shareholders at the GET SA combined general meeting of 15 May 2013 for purchase under the buyback programme was limited to 10% of the total shares composing GET SA's share capital at the time;

The transactions carried out by GET SA within the scope of the 2013 buyback programme may be effected with a view to any allocation permissible by law or that may become permissible by the law, in particular for the following purposes:

• to carry out any market practices allowed by the AMF, such as (i) the purchase of shares in GET SA, to be retained then transferred or exchanged at a later date as part of external growth transactions, provided that the maximum number of shares acquired with a view to their use in the event of a merger, demerger or exchange must not exceed 5% of the share capital of the company at the time of the acquisition; or (ii) the sale or purchase of shares under a liquidity contract concluded with an entity qualified as an investment services provider and complying with the ethics code drawn up by the French Financial Markets Association (AMAFI) and recognised by the AMF; as well as (iii) any market practice which may become permissible by the AMF or by law;
• to enter into or comply with obligations and, in particular, to transfer shares on exercise of securities convertible, immediately or in future, into shares in GET SA, as well as implement hedging transactions in respect of the obligations of GET SA (or those of any of its subsidiaries) linked to these securities, within the conditions set out by the market authorities and at any time determined by the board of directors or any person acting on the authority of the board of directors;
• to cover any stock option plans granted, in accordance with articles L. 225-177 et seq. of the French Commercial Code, to corporate officers of GET SA or any related company or group linked to it within the meaning of applicable regulations, pursuant to authorisation to be granted subsequently;
• to freely assign ordinary shares in GET SA, under the conditions specified by articles L. 225-197-1 et seq of the French Commercial Code, to employees or corporate officers of GET SA or companies or entities that are related to it within to the meaning of the regulations in force, pursuant to authorisation to be granted subsequently;
• to offer employees the possibility to acquire shares, in particular within the framework of a company savings scheme, in accordance with articles L. 3332-1 et seq. of the French Labour Code, pursuant to authorisation to be granted subsequently;
• to reduce GET SA's share capital pursuant to the 15th resolution approved at the general meeting of shareholders of 15 May 2013 or any further authorisation.

b) Summary of transactions carried out by GET SA in 2013 on its own securities under the buyback programme approved by the combined general meeting

Between 1 January 2013 and 31 December 2013, GET SA purchased a total of 6,000 000 Shares under its share buyback programme at an average price per share of c5.886.

On 31 December 2013, GET SA held(2) 11,215,450 of its own Shares, mainly to cover stock option and free share plans. These own Shares represented 2.04% of GET SA's share capital at 31 December 2013, with a nominal value of c4,486,180 and a value based on average purchase price of c63,557,492.42 excluding the liquidity contract.

Summary as at 31 December 2013

Percentage of share capital held by GET SA	2.04%
Number of shares cancelled over the preceding 24 months	10,572,129
Number of shares in the portfolio	11,215,450
Book value of the portfolio	63,557,492.42 euros
Market value of the portfolio	87,366,838 euros
Positions opened/closed on derivatives	None

21.2. CONSTITUTIONAL DOCUMENT AND BY-LAWS

21.2.1 CORPORATE PURPOSE (ARTICLE 2 OF GET SA'S BY-LAWS)

The corporate purpose of GET SA is:

• acquire equity interests by way of the purchase, subscription, transfer or exchange of corporate rights, shares, partnership interests or otherwise, with any co-contracting party, French or foreign, in any company whose purpose is directly or indirectly related to the operation of the Tunnel between France and the United Kingdom or any other fixed links;
• participate in any manner whatsoever, directly or indirectly, in any transactions connected with its corporate purpose via the creation of new companies, the contribution, subscription or purchase of securities or corporate rights, merger or otherwise, creation, acquisition, leasing, lease management of all businesses or establishments; taking, acquiring, operating or selling any procedures or patents relating to its activities;
• generally, all industrial, commercial, financial, civil, personal or real property transactions, directly or indirectly related to any of the purposes referred to above or any similar or connected purposes, including in particular, any transport business.

21.2.2 MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES

The provisions relating to the board of directors and management bodies of GET SA are described in sections 14.1 and 16.2 of this Registration Document.

21.2.3 RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES (ARTICLE 11 OF GET SA'S BY-LAWS)

Ownership of one Share implies acceptance of the terms of the by-laws of GET SA and of all decisions taken by GET SA shareholders in general meetings.

In addition to voting rights, each Share grants the right to a share in the ownership of the company's assets, profits and liquidation proceeds, in proportion to the fraction of the share capital that it represents.

⁽²⁾ Excluding shares acquired by Oddo Corporate Finance under the liquidity contract and excluding shares held by the Eurotunnel company FCPE (employee shareholding vehicle – 387,800 GET SA Shares) and Eurotunnel Trustees Limited (1,463 GET SA Shares).

21.2.4 ALLOCATION OF PROFITS (ARTICLE 31 OF GET SA'S BY-LAWS)

The following deductions are made from the profits of each financial year, minus prior losses if any, in the order set out below:

five per cent at least to constitute the reserve account required by law;
the amounts determined by the general meeting to constitute such reserves for which it determines the distribution and use; and
the amounts that the general meeting decides to carry forward.

The balance, if any, shall be distributed among all of the shareholders in proportion to the number of shares held by each of them.

If the balance sheet prepared during or at the end of the financial year and certified by the statutory auditors indicates that GET SA, since the end of the previous financial year, after any necessary depreciation and reserves and after deducting any previous losses and amounts required to constitute the necessary reserves pursuant to applicable laws or the by-laws, has made a profit, interim dividends may be distributed before the accounts for the financial year have been approved. The amount of the interim dividend may not exceed the amount of profit as defined above.

The conditions for the payment of dividends in cash are set by the shareholders' general meeting, or failing that, by the board of directors.

Payment of dividends in cash must be carried out within a maximum period of nine months following the end of the financial year, unless extended by a court authorisation.

21.2.5 MODIFICATIONS OF SHAREHOLDERS' RIGHTS

The modification of the by-laws requires the approval of an extraordinary general meeting in accordance with the quorum and majority required by applicable laws and regulations.

Notice of meeting (article 27 of GET SA's by-laws)

General meetings are convened in accordance with applicable laws and regulations.

Venue of meetings (article 27 of GET SA's by-laws)

General meetings are held at the registered office of GET SA or at any other place referred to in the notice of the meeting.

Attendance at general meetings (article 27 of the by-laws of GET SA)

Any shareholder may attend general meetings in person or by proxy, regardless of the number of shares held, upon providing proof of identity and proof of ownership of the shares, by registering the shares in the shareholders' name or in the name of the intermediary registered on his behalf pursuant to the seventh paragraph of article L. 228-1 of the French Commercial Code by midnight, Paris time, on the third business day prior to the meeting, either in the registered accounts, held by GET SA, or in the bearer's form accounts held by the authorised intermediary in accordance with the provisions of article R. 225-85 of the French Commercial Code.

Use of electronic means of communication (article 27 of GET SA's by-laws)

If the Board so decides at the time the meeting is convened, any shareholder may participate and vote at general meetings by video conference or any other electronic means of communication in accordance with applicable laws and regulations.

For the purposes of calculating the quorum and majority, shareholders participating in the meeting by video conference or another form of electronic communication enabling them to be identified, and the nature and conditions of application of which are set in accordance with applicable laws and regulations, are deemed to be present.

Representation at general meetings (article 27 of GET SA's by-laws and articles L. 225-106 et seq. of the French Commercial Code) Pursuant to articles L. 225-106 et seq. of the French Commercial Code, shareholders may be represented at meetings by the individual

or legal entity of their choice under the conditions stipulated in current regulations. The proxy must prove his authority in accordance with article L. 225-106 of the French Commercial Code. He is bound by the disclosure obligations stipulated in current regulations. In addition, owners of securities referred to in the 3rd paragraph of article L. 228-1 of the French Commercial Code may be represented by a registered intermediary in accordance with the provisions of article L. 228-3-2 of the French Commercial Code.

●²¹ ADDITIONAL INFORMATION

Legal representatives of shareholders without legal capacity and individuals representing corporate shareholders may participate in general meetings, whether or not they are shareholders.

Authority to act as a proxy may be given for one meeting only and shall be in respect of the agenda of such meeting. The authorisation must specify the agenda of the meeting for which it is granted and provide necessary information to identify the shares. Authority may however be given for two meetings, one ordinary and the other extraordinary, held on the same day or within a period of fifteen days. The authority given for one meeting shall be valid for all successive meetings convened with the same agenda. The proxy named in person on the proxy form may not substitute any other person.

All documents required by applicable laws and regulations must be attached to all proxy forms sent to shareholders.

The proxy form must be signed by the shareholder being represented and provide the last name, the first name, his address, the number of shares he owns and the number of votes attached to those shares. Only proxy forms which have been received two days prior to the meeting will be taken into account by GET SA.

The intermediary referred to in article L. 228-1 of the French Commercial Code may, pursuant to a securities management general mandate, send votes or powers of attorney on behalf of a shareholder as defined in article L. 228-1 of the French Commercial Code for the purposes of a general meeting.

Exercise of voting rights (article 27 of GET SA's by-laws)

All shareholders may vote by postal ballot under the conditions and within the time limits provided for by law by using a form prepared by GET SA and sent to shareholders requesting the form and provided such forms reach GET SA two days prior to the general meeting.

Chairmanship of general meetings (article 27 of GET SA's by-laws)

General meetings of shareholders are chaired by the Chairman of the board of directors or, in his absence, by the most senior director present at the meeting. If the meeting has been convened by the statutory auditors, provisional liquidator or receivers, the general meeting shall be chaired by the person, or one of those persons, who called the meeting.

Quorum and majority at general meetings (articles 28 and 29 of GET SA's by-laws)

Ordinary, extraordinary, combined or special general meetings shall be subject to the quorum and majority conditions provided by applicable laws and regulations governing such meetings and shall exercise the powers conferred them by law.

Voting rights and double voting rights (article 11 of GET SA's by-laws)

Subject to the provisions set forth below, each member of a general meeting is entitled to as many voting rights and casts as many votes as the number of fully paid-up Shares he owns or is representing.

However, each fully paid-up Share which has been held by the same shareholder in registered form for two years will carry a double voting right in accordance with applicable laws and regulations.

In the event of a share capital increase by incorporation of reserves, profits or share premiums, this double voting right is conferred from their date of issue to Shares held in registered form and allocated for free to a shareholder by virtue of the existing Shares from which he derived this right.

A merger or demerger of GET SA has no effect on the double voting right that may be exercised at shareholder meetings of the surviving companies if the by-laws of such companies so provide.

Any Share converted into bearer form or which is transferred shall lose the double voting right conferred on it as described in the preceding three paragraphs. However, the double voting right is not lost and the time proceeds are not affected by a transfer by inheritance, liquidation of assets held jointly by spouses or inter vivos gifts in favour of a spouse or relative entitled to inherit.

21.2.6 CLAUSES THAT MAY HAVE AN IMPACT ON THE CONTROL OF GET SA

There are no provisions in the by-laws that could have the effect of delaying, deferring or preventing a change of control of GET SA.

21.2.7 IDENTIFICATION OF SHAREHOLDERS (ARTICLE 14 OF GET SA'S BY-LAWS)

GET SA has the right to request the securities clearing house for information relating to the identification of its shareholders in accordance with applicable laws and regulations (articles L. 228-2 et seq. of the French Commercial Code) as follows: their name or in the case of legal entities, their company name, nationality, address, number of shares held by each of them, any restrictions affecting the shares, the year of birth of the holder, or in the case of a legal entity, the date of its incorporation.

21.2.8 NOTIFICATION OF INTERESTS IN SHARES

The rules relating to the obligation to declare major interests in shares are those set out in applicable laws and regulations as there is no provision of the Articles of Association fixing thresholds above which interest in shares must be declared.

21.2.9 MODIFICATIONS OF SHARE CAPITAL

The share capital may be modified in accordance with applicable laws and regulations.

21.3. TRAVEL PRIVILEGES

GET SA offers its shareholders a travel privilege programme for Passenger Shuttle crossings. This programme offers a 30% reduction on the standard fare up to a limit of six one-way tickets (equivalent to three round-trip tickets) per year. Shareholders holding at least 750 Shares continuously for more than three months are eligible for the programme. GET SA's board of directors renewed this programme on identical terms for a new period of three years until 31 December 2016.

The general conditions of this travel privilege programme are available on the Group's website www.eurotunnelgroup.com.

22. MATERIAL CONTRACTS

22.1.	THE TREATY OF CANTERBURY	251
22.2.	THE CONCESSION AGREEMENT	251
22.2.1	Tariffs and commercial policy	252
22.2.2	Role of the IGC	252
22.2.3	Penalties	252
22.2.4	Early termination of the Concession Agreement and compensation	252
22.2.5	Assignment and substitution by lenders	253
22.2.6	Taxation and sharing of profits	253
22.2.7	Litigation	253
22.3.	RAILWAY USAGE CONTRACT	254
22.4.	THE TERM LOAN AND ANCILLARY AGREEMENTS	254
22.4.1	Principal provisions of the Term Loan	255
22.4.2	Guarantees and security relating to the Term Loan	257
22.5.	MASTER INTRA-GROUP DEBT AGREEMENT	258
22.6.	MARITIME ACTIVITY	258

The principal purpose of the Treaty of Canterbury is to authorise the construction and operation of the Fixed Link by private concessionaire companies, without the need to resort to requesting government funds.

Under the terms of the Treaty of Canterbury, the States guarantee FM and CTG, as Concessionaires, under national and EU law, freedom to determine their commercial policy, tariffs and the nature of the services they offer to customers.

The Treaty of Canterbury also includes various other provisions relating to the Fixed Link such as:

• the establishment of the IGC, to deal with all issues relating to the construction and operation of the Fixed Link in the name of the States and by express delegation of their authority;
• the establishment of the Safety Authority to advise and assist the IGC on all issues relating to the safety of the construction and operation of the Fixed Link. The Safety Authority also assists in drawing up regulations applicable to the safety of the Fixed Link and monitors compliance of such regulations with applicable national or international rules and regulations. The members of the Safety Authority are appointed on an equal basis by each of the States;
• the establishment of an arbitration tribunal to settle disputes between the States and the Concessionaires relating to the Concession Agreement;
• the taxation by the two States of profits and earnings generated by the construction and operation of the Fixed Link is governed by applicable legislation, including any double taxation treaties for the prevention of tax evasion in force between the two States and relating to direct taxes, together with any related protocols;
• compliance by the two States with the principle of non-discrimination with respect to taxes relating to charges payable by customers of other directly competing modes of crossing the Channel;
• the absence of any withholding tax by the two States on the transfer of funds and financial payments required for the operation of the Fixed Link, either between the two States, or coming from or going to other countries, other than the general taxation of payments represented by such transfers or financial payments; and
• the commitment of the States to cooperate in a number of areas, including defence, safety, policing, border controls, interpretation or application of the Treaty of Canterbury and the Concession Agreement.

22.2. THE CONCESSION AGREEMENT

The Concession Agreement was signed on 14 March 1986 between the States and the Concessionaires, pursuant to the Treaty of Canterbury.

Initially entered into for a period of 55 years, the Concession Agreement was extended by 10 years and then 34 years by successive amendments dated, respectively, 29 June 1994 and 29 March 1999, duly ratified by legislative provisions in France and the United Kingdom. The term of the Concession Agreement was therefore extended first from 55 to 65 years, then from 65 to 99 years and expires in 2086.

Pursuant to the terms of the Concession Agreement, the Concessionaires have the right and the obligation, jointly and severally, to design, finance, construct and operate the Fixed Link, and the Concessionaires do so at their own risk and without any government funds or state guarantees regardless of the risks that may materialise during the performance of the Concession Agreement. In particular, the Concessionaires are solely liable for any loss or damage caused to users of the Fixed Link or third parties resulting from its operation.

Accordingly, the principal obligations of the Concessionaires under the Concession Agreement are:

• to operate and maintain the Fixed Link and employ all means necessary to permit the continuous and fluid flow of traffic in safe and convenient conditions; and
• to comply with applicable laws and regulations in relation to the operation of the System and in particular in relation to customs, immigration, safety, sanitary and road transport controls and rescue services.

22.2.1 TARIFFS AND COMMERCIAL POLICY

The Concessionaires are free to set their fares. National laws relating to price and fare controls by public authorities do not apply to the Fixed Link. However, these provisions are without prejudice to the application of national or EU rules relating to competition and abuse of dominant positions. The Concessionaires must not discriminate between users of the Fixed Link, notably with respect to their nationality or direction of travel. They may however adjust tariffs in accordance with normal commercial practices.

22.2.2 ROLE OF THE IGC

The IGC, established by the Treaty of Canterbury, was created to monitor, on behalf and with the authority of the States, all issues relating to the construction and operation of the System. The IGC is made up of representatives of each of the States on an equal basis.

The IGC acts as concession authority vis-a-vis the Eurotunnel Group on behalf of and under the control of the States, and its duties in ` this regard are:

• to supervise the construction and operation of the System;
• to take decisions on behalf of the States in relation to the performance of the Concession Agreement, including the right to impose penalties on the Concessionaires in the event of a breach of their obligations under the Concession Agreement;
• to approve the proposals of the Safety Authority;
• to prepare or participate in the preparation of all regulations applicable to the System and monitor their application, including those in relation to maritime and environmental matters; and
• to issue advice and recommendations concerning the States and the Concessionaires.

In 2012, the Group paid c5 million to the States as a contribution to the costs of running the IGC.

22.2.3 PENALTIES

Any failure by the Concessionaires to perform their obligations under the Concession Agreement shall entitle the States to impose penalties, but no other measure under the Concession Agreement.

If a breach is identified by the IGC, it shall inform the Concessionaires in writing, specifying the nature and subject of the breach. After the Concessionaires have been heard, the IGC may issue a formal notice to remedy the breach within a sufficiently long time period which may not be less than thirty days.

If at the end of such period, the Concessionaires have not remedied the breach identified by the IGC, it may impose a penalty on the basis of a fixed initial daily sum of between 10,000 and 100,000 ecus at 1986 values (changed to euros at a rate of one to one on 1 January 1999) and proportionate to the seriousness of the breach giving rise to the penalty.

22.2.4 EARLY TERMINATION OF THE CONCESSION AGREEMENT AND COMPENSATION

Each party to the Concession Agreement may request the arbitration tribunal, established pursuant to the Treaty of Canterbury, to declare the termination of the Concession Agreement in exceptional circumstances, such as war, invasion, nuclear explosion or natural disaster. In such cases, in principle, no compensation is owed to the Concessionaires. However, the States may pay the Concessionaires an amount representing the financial benefits, if any, that they may derive from such termination.

Each of the States may terminate the Concession for reasons of national defence. In such case, the Concessionaires may claim compensation under the conditions laid down in the Treaty of Canterbury. The Treaty of Canterbury specifies that such compensation shall be governed by the law of the relevant State.

Each of the States may terminate the Concession Agreement in the event of a fault committed by the Concessionaires. The Concession Agreement defines a fault as a breach of a particularly serious nature of the obligations under the Concession Agreement or ceasing to operate the Fixed Link. The States may issue a formal notice to the Concessionaires giving them a period of three months, which may be extended up to a maximum period of six months, to remedy the breach. This formal notice is also sent to the lenders that financed the construction and operation of the Fixed Link. If, within such period, the Concessionaires have not remedied the breaches complained of, the States may terminate the Concession Agreement, subject to giving prior notice to the lenders of their right of substitution.

Any termination of the Concession Agreement by the States, other than in a situation described above, gives the Concessionaires the right to payment of compensation. Such compensation shall be for the entire direct and certain loss actually suffered by the Concessionaires and attributable to the States, within the limits of what can reasonably be estimated at the date of the termination, including the damage suffered and operating losses. To calculate this compensation, account is taken of the share of liability of the Concessionaires, if any, in the events which led to the termination.

22.2.5 ASSIGNMENT AND SUBSTITUTION BY LENDERS

The Concession Agreement provides that each of the Concessionaires has the right to transfer the Concession Agreement or the rights it confers, with the agreement of the States.

In addition, upon the occurrence of one of the events set out below, and for as long as the effects of the event persist, or any other action or intention that could lead to the termination of the Concession Agreement, the lenders, approved as such by the States pursuant to the Concession Agreement (the ''Lenders'') may request of the States that substitution be operated in favour of entities controlled by them (the ''Substituted Entities'') if: (i) the Concessionaires fail to pay, within a contractual grace period, any sum due and payable under the terms of the finance documents, (ii) the Concessionaires do not have and cannot procure sufficient funds to finance the forecasted operating costs of the Fixed Link, and the related finance charges, (iii) it appears that the date of full and final payment of all claims of the Lenders must be postponed for a significant length of time or (iv) in the event of the Fixed Link being abandoned, suspension of payments, liquidation, enforcement of security by other creditors or similar events.

The Substituted Entities must prove to the States, at the time of the substitution, that they have sufficient technical and financial capacity to continue performance of the Concession Agreement.

The amendment to the Concession Agreement dated 29 March 1999 granted an extension to the term of the Concession Agreement for the sole benefit of the Concessionaires, such that the extension would not apply if the Lenders exercised their Substitution Right.

In accordance with Article 32 of the Concession Agreement, the lenders of the Term Loan have been approved by the States as Lenders able to benefit from the Substitution Right under the terms set out in the Concession Agreement.

22.2.6 TAXATION AND SHARING OF PROFITS

Taxation and customs matters are decided by the States in accordance with the provisions of the Treaty of Canterbury. If it appears that changes in tax or customs legislation have a discriminatory effect on the Fixed Link, the relevant State will examine the issue with the Concessionaires. Furthermore, in accordance with Article 19 of the Concession Agreement, as a matter of principle the Concessionaires share equally between CTG and FM at cost price, all expenses and all revenues from the Fixed Link for the period during which they operate it. To this end, the consequences of any indirect taxation on the supply of goods or services levied only on one of the Concessionaires will be taken into account in the costs to be shared. Any equalising payment made between FM and CTG will be treated as a capital expense or a revenue payment as determined by the tax legislation of the two States.

With respect to the period between 2052 and 2086, the Concessionaires will be obliged to pay to the States a total annual sum, including all corporate taxes of any kind whatsoever, equal to 59% of all pre-tax profits.

22.2.7 LITIGATION

Disputes relating to the application of the Concession Agreement must be submitted to an arbitration tribunal which will apply the relevant provisions of the Treaty of Canterbury and the Concession Agreement. Provisions of French or English law may, if necessary, be applied, if this is dictated by the performance of specific obligations under French or English law. Relevant principles of international law and, if the parties so agree, the principles of equity may be applied.

22.3. RAILWAY USAGE CONTRACT

The Railway Usage Contract was entered into on 29 July 1987 between the Concessionaires and the BRB and SNCF rail networks. It sets out the basis on which the Railways undertake and are authorised to use the Fixed Link. The Railway Usage Contract specifies the conditions under which the Concessionaires allow the trains of the Railways to use the Fixed Link from the date the Railway Usage Contract came into force until 2052, and the conditions under which the Railways undertake to supply certain railway infrastructure to the Concessionaires, and develop certain services.

The Railway Usage Contract also sets out the obligations of the Railways, with respect to the railway infrastructure and the rolling stock utilised to ensure a sufficient level and quality of traffic in the Tunnel. Likewise, the Concessionaires subscribe to a number of commitments relating to maintenance of the Fixed Link. Pursuant to the Railway Usage Contract, the Railways are authorised to use up to 50% of the capacity of the Fixed Link per hour and in each direction, up until 2052.

Under the terms of the Railway Usage Contract, the Railways are obliged to pay the Concessionaires fixed annual charges and variable charges depending on the number of passengers travelling on passenger trains and the freight tonnage carried through the Fixed Link. Adjustment mechanisms for annual charges are set out in the event that the Fixed Link is unavailable. Finally, under the Railway Usage Contract, the Railways must pay a contribution to the Concessionaires' operating costs. To this end, the Railways make monthly provisional payments to the Concessionaires against operating costs for the current period. Payments are subsequently adjusted to take account of real operating costs, with the final amount of the contribution determined in accordance with the formula set out in the Railway Usage Contract.

The Railway Usage Contract is governed by French law.

In addition, the strategy for the re-launch of freight services offers a simplified pricing structure mechanism for goods trains, with a toll per freight train rather than per tonne of freight, based on a charging regime published annually by Eurotunnel in its Network Statement.

A substantial majority of the Eurotunnel Group's revenues emanating from its rail network (see chapter 6) is made up of the annual fixed and variable charges as referred to above.

In the context of the privatisation of the British railways, BRB entered into back-to-back contracts with certain entities, including Network Rail, DB Schenker Rail UK (formerly EWS) and Eurostar International Ltd (formerly Eurostar UK Ltd), under the terms of which BRB delegated to them operational execution of some of its obligations to the Concessionaires. As part of the agreement with the British and French governments regarding the extension of the Concession Agreement until 2086, the Eurotunnel Group undertook, under certain conditions, to work with the entities to which execution of these obligations had been delegated, to ensure the development of passenger train services and goods train services.

In accordance with EU directives governing the liberalisation of the international rail transport market, Eurotunnel publishes its Network Statement annually offering equivalent conditions of access to its rail network as those set out by the Railway Usage Contract for other Railway Companies.

22.4. THE TERM LOAN AND ANCILLARY AGREEMENTS

FM and CTG entered into the Term Loan dated 20 March 2007 (as modified by the amendments dated 27 June 2007, 20 August 2007, 30 November 2007, 31 January 2008, 13 May 2009 and 20 April 2011), under which credit facilities in a principal amount of £1,500 million and c1,965 million (the ''Senior Facilities'') were made available to FM and CTG on 28 June 2007 by Goldman Sachs Credit Partners L.P. and Deutsche Bank A.G. (London Branch) (together, the ''Initial Lenders'') in order to (i) reimburse the outstanding debt of TNU SA, TNU PLC and their subsidiaries prior to the financial restructuring of the business in 2007 of a principal amount of c9.073 billion at 30 September 2006 (the Senior Debt, the Fourth Tranche Debt, the Tier 1A Debt, the Tier 1 Debt and the Tier 2 Debt), (ii) finance the cash payments provided for in the safeguard plan to the holders of the Tier 3 Debt and the owners of Eurotunnel bonds issued prior to the financial restructuring of the business in 2007, and (iii) pay the costs and expenses of the financial restructuring of the company in 2007 and certain interest due in respect of the old financial debt.

For the purposes of the management of the Senior Facilities, these loans were securitised on 20 August 2007.

22.4.1 PRINCIPAL PROVISIONS OF THE TERM LOAN

Summary of the tranching and the financial conditions of the Term Loan

The Senior Facilities consist of:

a tranche A1 loan denominated in sterling, bearing interest at a fixed rate linked to inflation in the United Kingdom;
a tranche A2 loan denominated in euros, bearing interest at a fixed rate linked to inflation in France;
a tranche B1 loan denominated in sterling, bearing interest at a fixed rate;
a tranche B2 loan denominated in euros, bearing interest at a fixed rate;
a tranche C1 loan denominated in sterling, bearing interest at a variable rate; and
a tranche C2 loan denominated in euros, bearing interest at a variable rate.

The tranches C1 and C2, bearing interest at a variable rate, are hedged as indicated in a) of the present paragraph.

The weighted average interest rate applicable to the Senior Facilities, including commission, calculated on the basis of interest and commission payable in respect of the Term Loan and the fee letter relating to the commitment letter of the MLAs dated 25 November 2006 (as amended and accepted on 16 December 2006) is estimated to be 5.53% per annum (taking into account for these purposes applicable rates as of the date of this Registration Document).

Expenditure relating to the servicing of debt under the Term Loan is expected to be approximately c211 million for 2014 (based on the interest rate in force on the date of the present Registration Document), with principal repayments under the loans commencing only in 2013, with a first repayment of c33 million.

The borrowings denominated in sterling have been made available to CTG and those in euros have been made available to FM.

Repayment of the Term Loan

The funds borrowed under the Term Loan will be repayable in accordance with their respective repayment schedules.

Repayment of the tranche A1 and A2 loans will begin 11 years after the start of availability of such loans and will be completed at least 35 years after the date of signature of the Term Loan.

Repayment of the tranche B1 and B2 loans began in 2013, six years after the date on which the Term Loan was signed.

Repayment of the tranche C1 and C2 loans will begin respectively 39 and 34 years after the date on which such loans become available and will be completed in June 2050.

Prepayment of the Term Loan

The amounts borrowed under the Senior Facilities may be voluntarily prepaid at the instigation of the relevant borrower, subject to the payment of certain market standard prepayment premia.

The amounts borrowed under the Senior Facilities may also be subject to mandatory prepayment, under certain conditions and in certain proportions, in particular from funds arising from insurance proceeds, permitted asset transfers, expropriation of such assets, compensation under the Concession Agreement and, in certain instances, excess cash flow.

If the Eurotunnel Group does not meet certain financial targets, excess cash flow must (i) during the first years following drawdown on the Senior Facilities, be paid into a secured account set up for prepayment of amounts lent under the Senior Facilities and (ii) subsequently be used directly for such prepayment until the Eurotunnel Group once again meets the above mentioned financial targets.

Undertakings and prohibitions under the Term Loan

The Term Loan includes certain undertakings and prohibitions which are customary for a loan of its nature, in particular restrictions relating to:

• the creation or maintenance of liens on the assets of the Eurotunnel Group;
• the sale or transfer of Eurotunnel assets and the acquisition by the Eurotunnel Group of new assets;
• the granting of loans, securities or guarantees for the benefit of third parties; and
• the amendment of contracts which were conditions precedent for utilisation of the loans under the Term Loan, including inter alia the Railway Usage Contract.

In addition, pursuant to the terms of the Term Loan, the Eurotunnel Group is required to meet the following financial covenants: at each reference date, the debt-service coverage ratio must not be less than 1.10 from 28 June 2012. For the purposes of this test, the ratio is calculated, on a rolling 12-month period, on a consolidated basis taking into account (i) as regards the calculation of available cash flow for the servicing of debt, the borrowers and guarantors in connection with the Senior Facilities, and (ii) as regards the calculation of debt servicing, the Eurotunnel Group. GET SA has respected the debt-service coverage ratio for 2013.

While the Term Loan restricts any increase in the financial indebtedness of the Eurotunnel Group, it permits, subject to certain conditions, the borrowing of revolving facilities up to a maximum amount of c75 million (the ''Revolving Credit Facility'').

The Term Loan permits the Eurotunnel Group to pay dividends, provided that such dividends are paid out of excess cash flow (as defined in the Term Loan) or funds arising from a permitted disposal under the Term Loan (insofar as these funds have not been allocated to mandatory prepayment) on the condition that no default is continuing under the Term Loan and that the debt-service coverage ratio is not less than 1.25. For the purposes of this test, the ratio is calculated on the basis of a rolling 12-month period, on a consolidated basis, such consolidation to include (i) as regards the calculation of available cash flow for the servicing of debt, the borrowers and guarantors in connection with the Senior Facilities and (ii) as regards the calculation of debt service, the Eurotunnel Group (with amortisation being calculated by reference to the greater of (i) the hypothetical amortisation of the loan based on an annuity and (ii) the contractual amortisation). Failure to meet this ratio on a six-monthly testing date would not constitute an event of default but would lead to restrictions on the use of the Group's excess available cash flow on the date of the next interest payment on the Term Loan until such time as the test is met once again. If these conditions are not met on an interest repayment date in connection with the Term Loan, the excess cash flow and funds will be placed into an account dedicated to so-called ''capex'' expenditure. Failure to meet this test on three consecutive six-monthly testing dates would trigger a prepayment event, under which the Group's excess available cash flow would have to be used towards prepayment of the Term Loan until the testing date on which the ratio is met once again.

Event of default and acceleration

The Term Loan contains a number of events of default which, in certain instances subject to grace periods, enable the lenders to declare the Term Loan immediately due and payable, to enforce the liens described below or to demand the start of the substitution mechanism provided for under the terms of the Concession Agreement and described in paragraph 22.2.5 of this Registration Document.

The events of default include in particular:

• any failure to pay the Term Loan;
• a failure to comply with any provision of the Term Loan, the Intercreditor Agreement or related documents. These provisions impose limits relative to indebtedness, acquisitions, sales and other transfers, mergers, loans, guarantees and the granting of new sureties by the member companies of the Eurotunnel Group, and include in particular:
(i) a financial commitment pursuant to which GET SA is obliged to ensure that at each half-yearly test date subsequent to 31 December 2007, the ratio of cash flow from operational activities over the total cost of servicing the debt resulting from the Senior Facilities is not below 1.10 from 28 June 2012, the said ratio being calculated by reference to the twelve-month period preceding the date of the test; and
(ii) certain commitments related to the tax treatment of the Eurotunnel Group and where non-compliance is reasonably likely to substantially affect the financial situation of FM, CTG or the Eurotunnel Group;
• a declaration or statement made or deemed to have been made by a borrower or a guarantor in relation to the Term Loan, or any other financial document related to it or any other document presented by or on behalf of a borrower or a guarantor in relation to the said financial documents (which contain the declarations and statements that are usual for this type of financing), which proves to have been erroneous or misleading at the time when it was made or deemed to have been made;
• the occurrence of a cross default under any other indebtedness (greater than a certain amount) of any of the companies within the Eurotunnel Group (other than GET SA);
• the inability of any borrower or guarantor to pay its debts as they fall due, the insolvency or the opening of any legal proceedings in relation to any borrower or guarantor under the Term Loan;
• the illegality or invalidity of the Term Loan, any related liens or the subordination created under the Intercreditor Agreement;
• the permanent impossibility of carrying on the business of operating the Tunnel, or the destruction of the Tunnel, or the cessation of a substantial part of its activities by a borrower or a guarantor;
• a guarantor ceases to be a wholly-owned subsidiary of Groupe Eurotunnel SA;
• any act or omission of France or the United Kingdom which renders a borrower or guarantor under the Term Loan incapable of performing its obligations under the Term Loan and related documents; and
• the occurrence of litigation (or similar proceedings) against any Eurotunnel Group member company or its assets, which is reasonably likely to be adversely determined against the relevant company and to have a substantial adverse effect on the financial position of FM, CTG or the Eurotunnel Group.

The Term Loan also provides that no event of default may be deemed to have occurred because of (i) the Safeguard Procedure having been initiated for the benefit of certain TNU group companies or the implementation of the Safeguard Plan, (ii) the commencement or continuation of any litigation (including any appeal thereof) prior to the disbursement date for the Term Loan disputing the validity of the Safeguard Procedure or the Safeguard Plan, (iii) any act or omission of any TNU group company under the Safeguard Procedure which is required by the legal provisions relating to the Safeguard Plan or which is made for the purpose of implementing the Safeguard Plan, and (iv) any failure by any TNU group company to make a payment when due where such payment has not been made solely because that company is prevented from making such payment by the legal provisions relating to the Safeguard Plan.

The Term Loan also includes other events of default that are usual for this type of funding.

a) Hedging arrangements in respect of the Term Loan

FM and CTG, prior to the drawdown under the Term Loan, each entered into various hedging arrangements in order to hedge their respective exposure to interest rate fluctuation in connection with their payment obligations under the Term Loan as indicated in note V.2 of the consolidated accounts figuring in paragraph 20.3.1 of this Registration Document.

b) Agreement between Creditors

Prior to drawdown under the Term Loan, the Eurotunnel Group entered into an intercreditor deed with its bank lenders and its intragroup creditors (the ''Intercreditor Deed'') pursuant to which the claims of all intra-group creditors are subordinated to the claims of the bank lenders.

The Intercreditor Deed also provides for the security and the guarantees described below to be held by a Security Trustee for the benefit of the lenders under the Term Loan, and, ultimately once in existence, the Revolving Credit Facility.

22.4.2 GUARANTEES AND SECURITY RELATING TO THE TERM LOAN

Guarantees

Under the Intercreditor Deed, GET SA, FM, EFL, CTG, ESGIE, Eurotunnel SE, ESL, EurotunnelPlus Limited and Gamond Insurance Company (the ''Original Guarantors'') each jointly and severally guarantee the commitments made by FM and CTG, in their capacity as borrowers under the Term Loan vis-a-vis the Initial Lenders, the arrangers, the Agents and the hedging counterparties of the Term Loan. ` EGP, TNU SA and TNU PLC, each of which were Original Guarantors, have been merged with GET SA, and EurotunnelPlus Distribution SAS, which was also an Original Guarantor, has been merged with Eurotunnel SE.

The Term Loan provides that, following its execution, certain of the Eurotunnel Group companies (other than the Original Guarantors) will be required also to become guarantors of the Term Loan if, in particular, their contribution to the EBITDA, gross value of assets or turnover of the Eurotunnel Group increases above a specified pre-determined threshold.

In order to guarantee their obligations as borrowers under the Term Loan and guarantors under the Intercreditor Deed, the Initial Guarantors have granted security, the terms and scope of which, unlike the security granted in connection with the debt prior to the financial restructuring of the business in 2007, will take into account the operational needs of the business of the Eurotunnel Group.

Security granted by the Eurotunnel Group under French law

To secure their obligations as borrower under the Term Loan or guarantor under the Intercreditor Deed, the Initial Guarantors owning French assets have granted the following security:

i) assignment of trade receivables by way of guarantee under which FM assigns, on the one hand, its trade receivables owed by the freight transporters and coach operators and, on the other hand, members of the Eurotunnel Group assign certain receivables arising out of contracts ancillary to the operation of the Tunnel, such as receivables arising out of the Railway Usage Contract and out of insurance policies;
ii) unregistered mortgages over their main real estate assets belonging to companies that are part of the Eurotunnel Group that are not the subject of short- or medium-term development projects;
iii) a non-possessory lien over rolling stock;
iv) a lien on all bank accounts open in France in the name of any borrower or guarantor under the Term Loan;
v) a lien on shares in the Eurotunnel Group members held by the borrowers or guarantors under the Term Loan; and
vi) a lien on the main Eurotunnel Group trademarks.

Security granted by the Eurotunnel Group under English law

To secure their obligations as borrower under the Term Loan or guarantor under the Intercreditor Deed, the Initial Guarantors have each granted security over all of their assets held at the date of execution of the Term Loan as well as over their future assets.

Security over the other assets of the Eurotunnel Group

All of the shares of members of the Eurotunnel Group that are not subject to security as described above (with the exception of Europorte SAS and its subsidiaries) have been pledged by way of security for the obligations of the borrowers under the Term Loan and guarantors under the Intercreditor Deed.

22.5. MASTER INTRA-GROUP DEBT AGREEMENT

Intra-group debts existed between the various companies of the Group. Some of them were expressed in contracts concluded between 2007 and 2009 for the financial restructuring or simplification of the structure of the Group (''Intra-Group Debts''). Certain of these Intra-Group Debts for which contracts were concluded in 2007 were reorganised in 2009 as part of the transactions prior to the merger of TNU SA into GET SA which gave rise to the conclusion of new contracts for intra-group loans.

The Intra-Group Debts, because they were concluded over a period from 2007 to 2009 and partly re-organised in 2009, had different characteristics as to interest rate and maturity which complicated the financial and accounting management of Group companies.

Group companies have therefore concluded a contract entitled the ''Master Intra-Group Debt Agreement'' the principal object of which is the harmonisation of (i) the rules for current accounts between Group companies, (ii) the interest rates of the various Intra-Group Debts and (iii) where possible, the other conditions of these Intra-Group Debts in order to facilitate the financial and accounting management of Group companies and to reflect the financial policy between the Group's companies.

22.6. MARITIME ACTIVITY

On 11 June 2012, the Paris commercial court issued an order authorising the liquidator of SeaFrance to sell three ferries belonging to the former shipping company, in insolvent liquidation since 9 January 2012, to the Eurotunnel Group. The Eurotunnel Group purchased the Berlioz, Rodin and Nord-Pas-de-Calais ferries, in addition to other sundry assets, for c65 million, with an inalienability clause for the vessels lasting five years, on the basis of the provisions of article L. 641-10 of the French Commercial Code. The purchase of these ferries was carried out by three subsidiaries of GET SA: Euro-TransManche SAS, Euro-TransManche 3 Be and Euro-TransManche 3 NPC.

The maritime activity has been structured around a chain of marine charters, based on a ''bareboat'' charter with the SCOP SeaFrance workers' cooperative.

Under the terms of the bareboat chartering contract, the charter operator (the party providing the vessel hire) undertakes to make available to the charterer (the party hiring the vessel) a ship, for a given period of time, with no fittings or crew. Three bareboat charterparties have been entered into in this manner between the companies owning the ferries and the SCOP SeaFrance workers' cooperative. Under the terms of these charters, Euro-TransManche SAS, Euro-TransManche 3 Be and Euro-TransManche 3 NPC have handed over the fitting out and nautical management of their ferries to SCOP SeaFrance, while the latter is prohibited from sub-chartering the ferries in any way and from any commercial operation of said ferries without the prior agreement of the three ferry-owning companies. In addition, the charterer guarantees the charter operator against any third-party claims which may arise as a result of operation of the ferries.

MyFerryLink SAS sub-charters ferry capacity to ensure that marine transport services are marketed to third parties. The marketing of freight crossings is performed directly by MyFerryLink SAS, while the marketing of passenger crossings is sub-contracted to Dover Calais Ferries LTD.

MyFerryLink SAS has no stake in the in the share capital of the SCOP nor any veto right in strategic decisions of the latter. MyFerryLink SAS buys crossings from the SCOP and markets its services. MyFerryLink SAS employs its own sales and administrative staff, and it alone determines its corporate business strategy. The SCOP acts only as an external provider/subcontractor which operates the cross-Channel services, while the Eurotunnel Group owns the vessels, and benefits from the profits and suffers the potential losses of this activity.

●²³ INFORMATION RECEIVED FROM THIRD PARTIES, STATEMENTS OF EXPERTS AND INTERESTED PARTIES

23. INFORMATION RECEIVED FROM THIRD PARTIES, STATEMENTS OF EXPERTS AND INTERESTED PARTIES

Nothing to report.

24. DOCUMENTS AVAILABLE TO THE PUBLIC

24.1. LOCATION OF THE DOCUMENTS AND INFORMATION THAT CAN BE CONSULTED REGARDING GET SA

All of the corporate documents of GET SA which are to be made available to shareholders are accessible, as the case may be, on GET SA's website (www.eurotunnelgroup.com) or paper copies may be consulted during normal office hours at the registered office of GET SA (3 rue La Boetie, 75008 Paris). ´

24.2. OTHER INFORMATION

Analysts and investors Contact: Michael Schuller Telephone: + 44 (0) 1303 288719 Email: [email protected]

Individual shareholders Telephone: 0845 600 6634 (United Kingdom) 0810 627 627 (France) Email: [email protected] or [email protected]

General questions Email: [email protected]

2013 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SA 261

25. INFORMATION ON SHAREHOLDINGS

TABLE OF SHAREHOLDINGS AS AT 31 DECEMBER 2013

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
France Manche SA	3 rue La Bo etie, ´ 75008 Paris, France	France	Operation of the Fixed Link	100		100
The Channel Tunnel Group Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Operation of the Fixed Link	100		100
Eurotunnel Services GIE	3 rue La Bo etie, ´ 75008 Paris, France	France	Management of staff in France	38	62	100
Eurotunnel Services Limited	Citypoint, One Ropemaker St., London, EC2Y 9AH, United Kingdom	United Kingdom	Management of UK staff		100	100
Europorte SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Railways operator		100	100
Europorte Channel SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Traction provider		100	100
Socorail SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Railway operations		100	100
Europorte Proximit e SAS ´	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Goods transport by rail		100	100
Europorte France SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Rail freight operator		100	100
Bourgogne Fret Services SAS	13b rue Eugene Edon, 21150 Venarey-Les Laumes, France	France	Chartering and logistics	62.7		62.7

_

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Soci et ´ e Immobili ´ ere et Fonci `ere` Eurotunnel SAS	1, Bd de l'Europe, 62231 Coquelles, France	France	Property development(2)		100	100
Euro-Immo GET SAS	1, Bd de l'Europe, 62231 Coquelles, France	France	Property development(2)		100	100
Centre International de Formation Ferroviaire de la C ote ˆ d'Opale SAS (CIFFCO)	1, Bd de l'Europe, 62231 Coquelles, France	France	Vocational training		100	100
Eurotunnel Management Services Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Senior executive management	100		100
Euro-TransManche Holding SAS Tour de Lille,	60 Bd de Turin Euralille 59777 Lille, France	France	Asset management	100		100
Euro-TransManche 3	1 boulevard de l'Europe 62231 Coquelles, France	France	Asset management	95	5	100
Euro-TransManche SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Asset management		100	100
Euro-TransManche 3Be	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Asset management		100	100
Euro-TransManche 3NPC	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Asset management		100	100
MyFerryLink SAS	Tour de Lille, 60 Bd de Turin Euralille 59777 Lille, France	France	Asset management		100	100
MyFerryLink Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
EuroSco SAS	1, Bd de l'Europe, 62231 Coquelles, France	France	Rolling stock fleet management		100	100
Cheriton Leasing Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing(2)	100		100
Cheriton Resources 1 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100

●²⁵ INFORMATION ON SHAREHOLDINGS

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Cheriton Resources 2 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 3 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 6 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 7 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 8 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 9 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 10 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
Cheriton Resources 11 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
Cheriton Resources 12 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing		100	100
Cheriton Resources 13 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing(2)		100	100
Cheriton Resources 14 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing		100	100

INFORMATION ON SHAREHOLDINGS ●²⁵

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Cheriton Resources 15 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing(2)		100	100
Cheriton Resources 16 Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
Eurotunnel Agent Services Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing(2)	100		100
Eurotunnel Developments Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Property development(2)	100		100
Le Shuttle Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Orbital Park Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
London Carex Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None	100		100
Eurotunnel Finance Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Financing	79	21	100
Eurotunnel Financial Services Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	Resale of insurance products		100	100
Gamond Insurance Company Limited	Maison Trinity, Trinity Square, St Peter Port, Guernsey Channel Islands	Guernsey	Insurance		100	100
Eurotunnel Trustees Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100

●²⁵ INFORMATION ON SHAREHOLDINGS

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Eurotunnel SE	Avenue Louise 65, boite 11, 1050 Brussels, Belgium	Belgium	Centralising, management, development and sale of freight tickets		100	100
EurotunnelPlus Limited	UK Terminal, Ashford Road, Folkestone, CT18 8XX, United Kingdom	United Kingdom	None		100	100
EurotunnelPlus GmbH	Axel-Springer-Platz 3, 20355 Hamburg, Germany	Germany	None		100	100
GB Railfreight Limited	15-25 Artillery Lane, London E1 7HA, United Kingdom	United Kingdom	Rail freight operator		100	100
GET Elec Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom		United Kingdom Holding of investment in ElecLink project	100		100
ElecLink Limited	3rd floor Colette House 52-55 Piccadilly London W1J ODX United Kingdom	United Kingdom	Electricity transmission		49	49

(1) Excluding the shares held by directors.

(2) These companies did not have any significant activity in 2013.

26. DEFINITIONS

2007 Warrants	means the Share warrants issued in 2007, whose exercise period ended on 31 December 2011, under the terms of the 2007 Securities Note and which were delisted from the NYSE Euronext Paris market on 2 January 2012 before market opening;
2011 Reference Document	means the reference document relating to Groupe Eurotunnel SA registered by the Autorit e des march ´ es financiers ´ on 1 March 2012 under number D. 12-0120;
2012 Registration Document	means the registration document relating to Groupe Eurotunnel SA registered by the Autorit e des march ´ es financiers ´ on 25 March 2013;
Afep/Medef code	means the corporate governance principles deriving from the combined report by two employers' organisations, the Association Fran ¸caise des Entreprises Priv ees ´ (AFEP) and the Mouvement des Entreprises de France (MEDEF) and updated in June 2013;
AMF	means the Autorit e des march ´ es financiers ´ , an independent public organisation, being a legal entity, created pursuant to French Financial Security Act no 2003-706 of 1 August 2003 and which is tasked in particular with protecting the investment of savings in financial instruments, the information of investors and the proper conduct of the markets in financial instruments;
BRB	means the British Railways Board;
CDI	means the Crest Depositary Interests representing Shares or, as the case may be, 2007 Warrants;
CIFFCO	means the simplified limited liability company Centre International de Formation Ferroviaire de la C ote d'Opale; ˆ
Concession	means the concession forming the subject matter of the Concession Agreement;
Concession Agreement	means the concession agreement dated 14 March 1986 between the States and the Concessionaires, under which the States granted to the Concessionaires the right and the obligation to design, finance, construct and operate the Channel Tunnel until 2086 as amended;
Concession Coordination Committee	means the single executive specified by clause 18 of the Concession Agreement composed of members nominated by the Concessionaires;
Concessionaire(s)	means FM and CTG, the concessionaires pursuant to the Concession Agreement;
Crossover Junction	means one of the two rail junctions allowing trains and Shuttles to switch from one rail tunnel to the other, particularly during maintenance or renovation works. The two Crossover Junctions divide each rail tunnel into three sections;
CSR or Corporate Social Responsibility	means the integration by companies, on a voluntary basis, of social, environmental and economic concerns in their business and in their interactions with stakeholders.
CTG	means The Channel Tunnel Group Limited, a company incorporated under English law and wholly-owned by GET SA;
Debt	means the debt owed on the Term Loan;
EFL	means Eurotunnel Finance Limited, a company incorporated under English law and 79% owned by Groupe Eurotunnel SA and 21% by FM;

EGP	means Eurotunnel Group UK PLC, a company incorporated under English law and merged with GET SA on 31 October 2010;
EPC	means Europorte Channel SAS;
EPF	means Europorte France SAS;
EPP	means Europorte Proximit e SAS; ´
EPSF	means the French public rail safety authority, L'Etablissement Public de S ecurit ´ e ´ Ferroviaire;
ESGIE	means Eurotunnel Services GIE;
ESL	means Eurotunnel Services Limited;
Europorte	means all rail-freight operation and ancillary activities carried out by Europorte SAS and its subsidiaries;
Europorte SAS	means the holding company of all the Europorte companies;
Eurostar	means the brand name used by SNCF, Eurostar UK Ltd and SNCB for the joint operation of direct high speed passenger rail services which they operate between the United Kingdom and continental Europe;
Eurotunnel Group/the Group	means the group of companies comprising GET SA and its subsidiaries;
Fixed Link	means the fixed link across the English Channel;
FM	means France Manche SA, a company incorporated under French law and wholly owned by GET SA;
Free Cash Flow	means net cash flow from operating activities less net cash flow from investing activities (retreated) and net cash flow from financing activities relating to the service of the debt (Term Loan and hedging instruments) plus interest received (on Cash and cash equivalents). The calculation is shown in section 10.8 of this Registration Document;
GBRf	means GB Railfreight Limited, a company incorporated under English law wholly-owned by Europorte SAS;
GET SA	means Groupe Eurotunnel SA;
GSM-R	means Global System for Mobile communications – Railways, a wireless communication standard based on GSM technology and developed specifically for railway communications and applications;
High Speed 1/HS1	means the high-speed rail link and its infrastructure between London and the British end of the Tunnel;
High Speed Passenger Train	means Eurostar high speed passenger train and any other future entrant;
IGC	means the intergovernmental commission, to which the British and French governments appoint an equal number of members and which was established pursuant to the Treaty of Canterbury and the Concession Agreement in order to supervise the construction and operation of the System on behalf of the States;
Intermodal	means containers or swap bodies carried by train from one terminal to another, then transferred to another mode of transport (boat, road, etc.), also referred to as combined transport;
Interval	means the sections of each rail tunnel between the entry portal and a Crossover Junction or between the two Crossover Junctions;
Lift-On/Lift-Off	means the top-loading method using a crane (for mobile containers and swap bodies);

DEFINITIONS ●²⁶

Long Term Debt to Asset Ratio	means the ratio between long-term financial liabilities less the value of the floating rate notes which were purchased during 2011 as a percentage of tangible fixed assets. The calculation is shown in section 10.7 of this Registration Document;
MyFerryLink	means the maritime activities carried out by Euro-TransManche SAS and its subsidiaries including MyFerryLink SAS;
Network Statement	means the document published annually by Eurotunnel which sets out the conditions of access to its rail network;
NRS	means the notes redeemable in GET SA Ordinary Shares issued by EGP pursuant to the safeguard plan which have been admitted to Euronext Paris and to the London Stock Exchange, in accordance with the 2007 securities note approved by the AMF on 4 April 2007 under number 07-113;
NRS I	means the first series of NRS divided into three tranches: T1, T2 and T3;
NRS II	means the second series of NRS made up of a single tranche;
Passenger Shuttle Service	means the Eurotunnel Group's passenger service, which provides for the transport of cars, motor homes, caravans, coaches, motorcycles and trailers (and their passengers) on shuttles between the United Kingdom and France;
Passenger Shuttles	means the Shuttles used by the Eurotunnel Group for the Passenger Shuttle Service;
Railway Company(ies)	means a licensed company (or undertaking) whose main business is to provide rail transport services for freight and/or passengers;
Railway Network	means the railway network located within the perimeter of the Concession;
Railway Usage Contract	means the railway usage contract dated 29 July 1987 between the Concessionaires and the Railways, governing the relationship between the Eurotunnel Group and the Railways and setting out the basis upon which the Railways will use the System until the expiry of the Railway Usage Contract;
Railways	means, together, SNCF and BRB;
Registration Document	means this registration document relating to Groupe Eurotunnel SA;
RFF	means the French national railway network, an EPIC (French public industrial and commercial institution) that owns and manages the rail infrastructure in France;
Roll-On/Roll-Off	means the method of horizontal loading on wheels (for trucks and trailers);
SAFE	means the fire-fighting stations, specially fitted Tunnel areas intended to facilitate the management of a fire;
Safeguard Procedure	means the safeguard procedure opened for the benefit of 17 TNU group companies on 2 August 2006, under which the company was financially restructured in application of the safeguard plan determined by the Paris commercial court on 15 January 2007, which recognised its complete implementation on 23 December 2008;
Safety Authority	means the authority established pursuant to the Treaty of Canterbury and the Concession Agreement to advise and assist the IGC on all matters concerning the safety of the construction and operation of the System;
SCOP	means a cooperative company which refers to a worker owned company in which majority shareholders are employees;
SDES	means the subordinated deferred equity securities issued by GET SA in accordance with the securities note approved by the AMF on 20 February 2008 under number 08-032 and fully redeemed in shares;

Shares	means the ordinary shares of Groupe Eurotunnel SA listed on Euronext Paris as reference market and on the Official List of the United Kingdom Listing Authority as a standard listing and trading on the London Stock Exchange;
Short Straits	means any passenger or freight link connecting Dover, Folkestone or Ramsgate to Calais, Boulogne-sur-Mer, Ostende or Dunkirk;
Shuttle Services	means the Truck Shuttle Services and the Passenger Shuttle Services;
Shuttles	means the Truck Shuttles and the Passenger Shuttles;
SMS	means Safety Management System;
SNCB	means Soci et ´ e Nationale des Chemins de Fer Belges; ´
SNCF	means Soci et ´ e Nationale des Chemins de Fer Fran ¸ ´ cais;
States	means the French Republic and the United Kingdom of Great Britain and Northern Ireland;
Sustainable development	means a type of economic growth which seeks to reconcile economic and social progress with the protection of the environment, understanding the latter as being the inheritance to be passed on to future generations. The principle of sustainable development involves the development of the business whilst taking into account its short, medium and long-term impact on the environment, social conditions and ethics;
System	means the system made up of the Tunnel together with the related terminals, fixed equipment and annex buildings;
Term Loan	means the term loan, the main characteristics of which are described in paragraph 22.4.1 of this Registration Document;
TNU	means the group of companies comprising TNU SA and TNU PLC;
TNU PLC	means TNU PLC, formerly Eurotunnel P.L.C. merged with GET SA on 31 October 2010 and subsequently dissolved;
TNU SA	means TNU SA, formerly Eurotunnel SA, merged with GET SA on 6 May 2009 and subsequently dissolved;
Train Operators' Rail freight Services	means the rail freight services between the United Kingdom and continental Europe operated by Railway Companies such as SNCF, DB Schenker, Europorte, and potentially any freight train operator in open access;
Treaty of Canterbury	means the Treaty between France and the United Kingdom, signed on 12 February 1986 and ratified on 29 July 1987, authorising the construction and operation by the private concessionaires of the Fixed Link;
Truck Shuttle Service	means the Eurotunnel Group's road freight service, which provides for the transport of trucks on Shuttles between the United Kingdom and France;
Truck Shuttles	means the Shuttles used by the Eurotunnel Group for the Truck Shuttle Service;
Tunnel	means the two rail tunnels and the service tunnel under the English Channel.

ANNEXE I – STATUTORY AUDITORS' REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE), ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF GROUPE EUROTUNNEL SA

This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and the relevant professional auditing standards applicable in France.

To the Shareholders,

In our capacity as statutory auditors of Groupe Eurotunnel SA, and in accordance with Article L. 225-235 of the French Commercial Code (Code de commerce), we hereby report on the report prepared by the chairman of your company in accordance with L. 225-37 of the French Commercial Code for the year ended 31 December 2013.

It is the chairman's responsibility to prepare, and submit to the board of directors for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by Article L. 225-37 particularly in terms of the corporate governance measures.

It is our responsibility:

• to report to you on the information contained in the chairman's report in respect of the internal control procedures relating to the preparation and processing of the accounting and financial information, and
• to attest that this report contains the other disclosures required by Article L. 225-37 of the French Commercial Code, it being specified that we are not responsible for verifying the fairness of these disclosures.

We conducted our work in accordance with professional standards applicable in France.

● ^I STATUTORY AUDITORS' REPORT

Information on the internal control procedures relating to the preparation and processing of accounting and financial information These standards require that we perform the necessary procedures to assess the fairness of the information provided in the chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information.

These procedures consisted mainly of:

obtaining an understanding of the internal control procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the chairman's report is based and existing documentation;
obtaining an understanding of the work involved in the preparation of this information and existing documentation;
• determining if any significant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we may have noted in the course of our work are properly disclosed in the chairman's report.

On the basis of our work, we have nothing to report on the information in respect of the company's internal control and risk management procedures relating to the preparation and processing of accounting and financial information contained in the report prepared by the chairman of the board in accordance with Article L. 225-37 of the French Commercial Code.

Other disclosures

We hereby attest that the chairman's report includes the other disclosures required by Article L. 225-37 of the French Commercial Code.

Statutory auditors

Paris La D efense, 12 March 2014 ´ Courbevoie, 12 March 2014

KPMG Audit Mazars Division of KPMG SA

Partner Partner

Fabrice Odent Jean-Marc Deslandes

ANNEXE II – STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS

This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction and construed in accordance with French law and the relevant professional auditing standards applicable in France.

To the Shareholders,

In our capacity as statutory auditors of your company, we hereby present our report on regulated agreements and commitments.

We are responsible, on the basis of the information which we have been given, to notify you of the nature and main characteristics of the agreements and commitments of which we have been informed or which we may have discovered in the course of our assignment without delivering any opinion as to their utility and validity, nor looking for the existence of other agreements and commitments. Under Article R. 225-31 of the French Commercial Code (Code de commerce), it is for you to assess the value of concluding these agreements and commitments with a view to their approval.

We are also responsible to notify you of the information requested by Article R. 225-31 of the French Commercial Code, which relates to the execution, in the financial period, of agreements and commitments previously approved by the company's general meeting.

We performed the procedures that we deemed necessary in accordance with the guidance issued by the French Institute of statutory auditors (Compagnie nationale des commissaires aux comptes) for such a mission. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

AGREEMENTS AND COMMITMENTS SUBMITTED FOR RATIFICATION TO THE COMPANY'S GENERAL MEETING

Agreements and commitments authorised during the last year

Under article L. 225-40 of the French Commercial Code, we have been advised of the following agreements and commitments authorised in the course of the year to be submitted to the general meeting of shareholders for approval.

• Agreements and commitments with companies with common directors

N/A

• Agreements and commitments with shareholders

N/A

• Agreements and commitments with directors

Complementary defined contribution pension plan

Purpose and conditions:

The board of directors decided to allow Emmanuel Moulin to benefit from the complementary pension and contingency scheme under article L. 242-1 of the Social Security Code. Following the example of the French executives employed by the Group, Emmanuel Moulin receives, on the French part of his salary, the complementary pension scheme open to all executives beyond the B remuneration grade. This pension scheme is a defined contribution pension plan, whose beneficiaries include people other than the Group's executives and corporate officers.

This agreement was approved by the board of directors of GET SA on 18 December 2013.

This agreement, with effect from the 1st January 2014, has no impact on the annual accounts of GET SA for the reporting period ending on 31 December 2013.

Persons involved: Emmanuel Moulin, deputy Chief Executive Officer of GET SA.

AGREEMENTS AND COMMITMENTS APPROVED AFTER THE CLOSING

We have been informed that the following agreements and commitments have been approved by the company's general meeting after the closing of the financial period ending on 31 December 2013.

Loan agreement between GET SA and its subsidiaries

Purpose and conditions:

The board of directors authorised, through loan agreements, the formalisation of various funding flows between legal group entities. The purpose of these loans is:

• To ensure the funding by GET SA of the Europorte and Eurotransmanche branches (and the subgranting by the holdings of the branches' subsidiaries); and
• To allow FM and CTG to make advances to GET SA.

The agreements were established in March 2014 as a framework convention between the concerned entities. They define the conditions of the provision of funds, of interest and of reimbursement.

The initial amount of the loans corresponds to the book value as of 31 December 2013 and there is no fixed limit in the agreements, since the amount of the loans may vary in accordance with the financial situation of the subsidiaries: the agreement provides a yearly update of the annex mentioning the loan amount.

This agreement was approved by the board of directors of GET SA on 14 February 2014.

Persons involved: Jacques Gounon, Chairman of Groupe Eurotunnel SA and director of FM, and CTG.

AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE COMPANY'S GENERAL MEETING

Under article R. 225-30 of the French Commercial Code, we have been informed that the execution of the following agreements and commitments previously approved by the company's general meeting continued during the financial period ending on 31 December 2013.

• Agreements and commitments with companies with common directors

Loan agreement to finance the « ElecLink » project

Purpose and conditions:

On 13 January 2012, GET SA, Star Capital and their subsidiaries GET Elec Limited and LinkStar Sarl (respectively owning 49% and 51% of the shares of ElecLink Limited) signed an interest-free loan agreement in favour of ElecLink Limited.

GET SA granted a loan to its subsidiary GET Elec Limited for the purpose of GET Elec Limited granting a loan to ElecLink Limited.

As of 31 December 2013, the amount of the loan in GET SA's accounts in favour of GET Elec Limited stood at c5,930,000.

Persons involved: Jacques Gounon, Chairman of Groupe Eurotunnel SA and director of GET Elec Limited and ElecLink Limited.

Cash-pooling agreement between France Manche, Groupe Eurotunnel SA, Eurotunnel Services GIE and Eurotunnel SE Purpose and conditions:

In accordance with the « cash-pooling » system set up by the Group, France Manche, as the Group treasurer, signed a cash-pooling agreement with GET SA, Eurotunnel Services GIE and Eurotunnel SE for an indefinite period.

In application of this agreement, all cash-pool loans carry interest at the Eonia rate plus 1 percent from the first day of the month.

Persons involved: Jacques Gounon, Chairman of Groupe Eurotunnel SA and director of FM.

Agreement to harmonise the financial conditions of intra-group loans entitled « Master Intra-Group Debt Agreement » In 2010, GET SA, FM and CTG concluded a contract entitled « Master Intra-Group Debt Agreement » (the MIGDA) specifically in order to harmonise (i) the current account arrangements between Group companies, (ii) interest rates on the different intra-group debts and (iii) as far as possible the other conditions of these intra-group debts, in order to facilitate the financial and accounting management of Group companies and to reflect the financial policy existing between the companies of the Group.

In application of this contract, all intra-group loans carry interest at the Eonia rate plus 1 percent for sums denominated in euro and Libor plus 1 percent for sum expressed in pounds sterling.

As stated in note E « Group and associates » to the financial statements of GET SA for the reporting period ending on 31 December 2013, the amount of receivables and debts under the terms of the MIGDA are:

Receivables: c1,754,152,000
Debts: c734,100,000

As stated in note N « Interest and related income and charges » to the financial statements of GET SA for the reporting period ending on 31 December 2013, the amount of income and charges under the terms of the MIGDA are:

Income: c25,010,000
Charges: c8,460,000

Persons involved: Jacques Gounon, Colette Neuville and Robert Rochefort were common directors when the agreement was concluded.

As of the date of our report, Jacques Gounon is the only director involved (Chairman of Groupe Eurotunnel SA and director of FM and CTG).

« Addendum to the Letter of Instruction », annexed to the document entitled « Letter of Instruction » of 28 June 2007 to which GET SA became a party and containing joint and several payment commitments or counter indemnities by GET SA Under the terms of a document entitled « Letter of Instruction » established on 28 June 2007, the signatory companies The Channel Tunnel Group Limited (CTG), EFL, France Manche SA (FM), TNU SA, TNU PLC, Eurotunnel Services GIE, Eurotunnel Services Limited, Eurotunnel Developments Limited and EGP requested Deutsche Bank AG to guarantee, with respect to Deutsche Trustee Company Limited, their payment obligations in application of the « Intercreditor Agreement » under the terms of a document entitled « Letter of Guarantee ». As a counterparty to the issue of the guarantee, the Signatories undertook, irrevocably and unconditionally under the terms of the Letter of Instruction, to pay to the guarantor the maximum amount mentioned at Article 4 of the Letter of Instruction, on delivery by the guarantor of a demand for payment.

Subsequent to completion of the operations prior to the merger between GET SA and TNU SA, GET SA was obliged to become party to the Letter of Instruction, and in consequence of the merger, be substituted for TNU SA in all its rights and obligations under the Letter of Instruction and the framework agreement for the transfer of trade debts under the guarantee. This is the subject of the Addendum to the Letter of Instruction concluded on 13 May 2009.

Under the terms of this Addendum, GET SA undertakes jointly and severally with the Signatories to pay to the guarantor any amount which he may be obliged to pay to the to the Security Trustee under the guarantee.

This agreement has no impact on the annual accounts of GET SA for the reporting period ending on 31 December 2013.

Persons involved: Jacques Gounon, Colette Neuville and Robert Rochefort were common directors when the agreement was concluded.

As of the date of our report, Jacques Gounon is the only director involved (Chairman of Groupe Eurotunnel SA and director of FM, CTG, EFL and ESL).

●II STATUTORY AUDITORS' SPECIAL REPORT

Deed of Indemnity in favour of Law Debenture Trustees Limited

On 26 June 2007, FM and Law Debenture, along with GET SA, CTG and Eurotunnel Plus Limited as guarantors, entered into a deed of indemnity for the benefit of Law Debenture in respect of any expenditure incurred by Law Debenture in the course of the safeguard plan (full execution of which was acknowledged by the Paris commercial court on 23 December 2008) and associated transactions relating to the 2007 Reorganisation. The Deed of Indemnity was amended by an Addendum on 2 October 2007.

This agreement has no impact on the annual accounts of GET SA for the reporting period ending on 31 December 2013.

Persons involved: Jacques Gounon, Colette Neuville and Robert Rochefort were common directors when the agreement was concluded.

As of the date of our report, Jacques Gounon is the only director involved (Chairman of Groupe Eurotunnel SA and director of FM and CTG).

Deed of Indemnity in favour of CALYON, HSBC Bank Plc and Clemet SAS

On 28 June 2007, GET SA, FM and CTG entered into a deed of indemnity for the benefit of the Agents in order to relieve them from any liability in the event of actions brought against them as a result of their instructing the Security Trustees to relinquish certain sureties under the 2007 Reorganisation.

This agreement has no impact on the annual accounts of GET SA for the reporting period ending on 31 December 2013.

Persons involved: Jacques Gounon, Colette Neuville and Robert Rochefort were common directors when the agreement was concluded.

As of the date of our report, Jacques Gounon is the only director involved (Chairman of Groupe Eurotunnel SA and director of FM and CTG).

Agreement between Creditors

The Term Loan provided for GET SA to enter into an Agreement between Creditors, namely an agreement signed in 2007 with both GET SA's bank and its intra-group creditors.

Under this agreement, GET SA was required to jointly guarantee both the obligations of the borrowers under the Term Loan and those of the guarantors in respect of the Agreement between Creditors, up to the amounts due or liable to be due in principal, interest, interest for late payment, commissions, fees, compensation and incidental or other costs of whatever nature. The Agreement between Creditors further provides that the said guarantee accrues to the Security Trustee for its own benefit and for that of the lenders, the arrangers, the Credit Agent and the parties to any hedging arrangements for the Term Loan. GET SA has also undertaken to pay the Security Trustee all amounts due by GET SA as a guarantor of the Creditor Documents and under its independent commitments towards the other Secured Creditors (namely for the Parallel Debt). The Agreement between Creditors further provides for the intra-group creditors to be subordinated to the bank creditors. GET SA, FM, Eurotunnel Finance Limited, Eurotunnel Services GIE, Eurotunnel Plus Limited and Eurotunnel Services Limited (with GET SA, the initial guarantors) have all provided guarantees under the Agreement between Creditors.

This agreement has no impact on the annual accounts of GET SA for the reporting period ending on 31 December 2013.

Persons involved: Jacques Gounon, Colette Neuville and Robert Rochefort were common directors when the agreement was concluded.

As of the date of our report, Jacques Gounon is the only director involved (Chairman of Groupe Eurotunnel SA and director of FM, CTG and EFL).

• Agreements and commitments with shareholders N/A

• Agreements and commitments with directors

N/A

Statutory auditors

Paris La D efense, 12 March 2014 ´ Courbevoie, 12 March 2014

KPMG Audit Mazars Division of KPMG SA

Partner Partner

Fabrice Odent Jean-Marc Deslandes

ANNEXE III – METHODOLOGICAL NOTE TO CHAPTER 17 CORPORATE SOCIAL RESPONSIBILITY

The Eurotunnel Group's social and environmental reporting is based on information stipulated in Article 225 of French law No. 2010-788 of 12 July 2010, known as ''Grenelle 2'', and the transparency principles of the Global Reporting Initiative (GRI).

For this year, the Eurotunnel Group has decided to adopt six new workforce indicators, and to submit three environmental and four workforce indicators to detailed testing by the statutory auditors as a proactive step to ensure reasonable rather than moderate assurance of the obligations. Moreover, the Group has introduced a partially automated reporting system for the inputting, gathering and consolidation of workforce data. This tool has been deployed to the contributors of each subsidiary within the scope of reporting. Consistency checks have been incorporated into the tool. This system is complemented by a reporting procedure that defines the process for gathering, calculating and consolidating the indicators, and provides a precise and uniform definition in both of the Group's working languages (French and English). The Group's CSR data is consolidated under the responsibility of the Group Human Resources Department.

Consolidation period for CSR reporting

The period used for annual reporting of workforce and societal data is the calendar year (1 January 2013 to 31 December 2013).

Environmental data, however, is reported on a rolling year basis (from 1 October 2012 to 30 September 2013) as data and supporting evidence for the full year is not available within a timescale compatible with the publication date of the Registration Document.

Scope of consolidation

Data is consolidated for all Group entities, including MyFerryLink for certain social information as at 31 December 2013 (total staff, male/female employees, staff by age group, recruitments, departures, staff turnover, weekly working time, overtime and management-to-staff ratio). Workforce information for MyFerryLink has only been included for half of the indicators given that the reporting system has only recently been introduced, and the relatively small impact that the company, with only 12 staff, would have on the Group's overall figures. On the environmental side, the lack of reporting and the transitory nature of the situation of the ships with the entry into force on 1 January 2015 of the Marpol marine pollution regulations, justified the exclusion of MyFerryLink from the scope of consolidation for the 2013 financial year.

Choice of indicators

The purpose of the indicators is to monitor the commitments made by the Group and its progress in terms of CSR performance. The indicators were chosen by the Group because they are appropriate to its activities, best serve the needs of stakeholders and compliance with regulatory requirements.

Workforce indicators have been chosen to:

• measure the results of the human resources policy and the Group's social commitments,
• take account of cultural differences and local disparities (different national law, varying legal obligations, etc.).

Environmental indicators have been chosen to:

• serve environmental policy and reflect progress in the Group's different activities; the indicators chosen are appropriate to the Group's activities,
• allow monitoring of the Group's performance on key environmental issues.

METHODOLOGICAL NOTE TO CHAPTER 17 ●III CORPORATE SOCIAL RESPONSIBILITY

Internal consolidation and control

Workforce information is collected from each entity through the computerised data feedback system, which includes consistency checks. The data is checked and validated by the Group entities and consolidated across the entire scope by the Group Human Resources Department.

Each entity's environmental information is collected, checked and validated by the Quality, Health and Safety, and Environmental Departments. The information is then consolidated by the Group Human Resources Department.

During consolidation of workforce and environmental data, consistency checks are carried out at the Group level. Comparisons are made with the results from previous years and discrepancies deemed significant are analysed and examined in greater detail.

Societal information is collected, checked and validated at the level of each entity. It is then centralised by the Group Human Resources Department.

Further information and methodological limits of the indicators collected

The methodologies used for some workforce and environmental indicators may in practice be limited by:
a lack of harmonisation in national/international definitions and laws,
the representativeness of the measurements taken or limited availability of outside data needed to calculate the indicator,
the qualitative and therefore subjective nature of some data,
the practical methods used to collect and input this data.

The calculation of emissions of greenhouse gases is based on the methodology developed by the Carbon Trust.

Waste generated by operations on customers' sites in respect of monitoring of the activities of contractors, is excluded from the scope of reporting.

The natural gas consumption sites for which data was not available for all or part of the reporting period have been estimated on the basis of average consumption using the ADEME's ''Bilan Carbone'' method.

Some data which was not available for all or part of the reporting period and which was necessary for the calculation of absenteeism, frequency rate and the management-to-staff ratio, has been estimated in accordance with the methodologies described in the reference sheets.

The hours worked for GBRf reported in 2012 did not include overtime in the calculation of frequency rates.

External audit

In order to ensure that it provides reliable information, each year the Eurotunnel Group requests the opinion of its statutory auditors regarding the quality of its workforce and environmental information feedback and reporting procedures. In 2013, the audit was carried out by Mazars and KPMG. The 2013 assurance report expresses reasonable assurance for three environmental and four social indicators (information marked ✔), and limited assurance for the other indicators verified.

ANNEXE IV – REGISTRATION DOCUMENT CHECKLIST

The number of the chapter, section or paragraph of this Registration Document containing the information referred to under each heading of Annex I of Commission Regulation (EC) no. 809/2004 of 29 April 2004 are set out in the following table.

Number	Heading as set out in the Regulation	chapter(s)/section(s)
1	Persons responsible	chapter 1
1.1	Persons responsible for the information contained in the Registration Document	section 1.1
1.2	Declaration by those responsible for the Registration Document	section 1.2
2	Statutory auditors	chapter 2
2.1	Names and addresses of the issuer's statutory auditors	sections 2.1 and 2.2
2.2	Statutory auditors having resigned or having been removed during the period covered	not applicable
3	Selected financial information	chapter 3
3.1	Selected historical financial information	chapter 3
3.2	Selected financial information for the interim periods, and comparative data covering the same period in the prior financial year	chapter 3
4	Risk factors	chapter 4
5	Information about the issuer	chapter 5
5.1	History and development of the issuer	section 5.1
5.1.1	Legal and commercial name of the issuer	paragraph 5.1.1
5.1.2	Place of registration and registration number of the issuer	paragraph 5.1.2
5.1.3	Date of incorporation and length of life of the issuer	paragraph 5.1.3
5.1.4	Domicile and legal form of the issuer, legislation under which it operates, country of incorporation, address and telephone number of its registered office	paragraph 5.1.4
5.1.5	Important events in the development of the issuer's business	paragraph 5.1.5
5.2	Investments	section 5.2
5.2.1	Principal investments made by the issuer for each financial year for the period covered by the historical financial information	paragraph 5.2.1
5.2.2	Principal investments of the issuer that are currently in progress	paragraph 5.2.1
5.2.3	Information concerning the issuer's principal future investments on which it has already made firm commitments	paragraph 5.2.2

Number	Heading as set out in the Regulation	chapter(s)/section(s)
6	Business overview	chapter 6
6.1	Principal activities	section 6.1
6.1.1	Nature of the operations and principal activities performed by the issuer	sections 6.2 to 6.4
6.1.2	Significant new products and/or services introduced into the market	sections 6.2 to 6.4
6.2	Principal markets	sections 6.2 to 6.4
6.3	Exceptional factors which have influenced the information provided pursuant to items 6.1 and 6.2	paragraph 5.1.5
6.4	Extent of the issuer's dependence on patents and licences, industrial, commercial or financial contracts, or new manufacturing processes	section 6.5
6.5	Basis for any statement made by the issuer regarding its competitive position	sections 6.2 to 6.4
7	Organisational structure	chapter 7
7.1	Description of the group and the issuer's position within the group	chapter 7
7.2	List of the issuer's significant subsidiaries	chapters 7 and 25
8	Property, plants and equipment	chapter 8
8.1	Information regarding any existing or planned material tangible fixed assets, including leased properties	section 8.1
8.2	Environmental issues that may affect the issuer's utilisation of the tangible fixed assets	sections 17.4 and 8.2
9	Operating and financial review	chapter 9
9.1	The issuer's financial condition, changes in financial condition, and results of operations conducted during each financial year and interim period for which historical financial information is required	chapter 3 and section 9.2(1)
9.2	Operating results	paragraph 9.2.7
9.2.1	Significant factors including unusual or infrequent events or new developments materially influencing the issuer's income from operations	section 9.1
9.2.2	Material changes in net sales or revenues and explanations thereof	section 9.2
9.2.3	Strategy or governmental, economic, fiscal, monetary or political factors that have substantially influenced or could substantially influence the issuer's operations	chapter 4
10	Capital resources	chapter 10
10.1	Information on the issuer's capital resources (short and long-term)	section 10.1
10.2	Sources and amounts of the issuer's cash flows	section 10.2
10.3	Information on the borrowing requirements and funding structure of the issuer	sections 22.4 and 10.3
10.4	Information on any restriction on the use of capital resources	sections 10.4, 10.6 and 22.4
10.5	Information concerning the anticipated sources of funds	section 10.5

⁽¹⁾ In application of Article 28-1 of Regulation 809/2004/EC of the European Commission, the operating and financial review for the financial year 2012 has been incorporated by reference in this Reference Document. It appears in chapter 9 of the 2012 Registration Document.

●IV REGISTRATION DOCUMENT CHECKLIST

Number	Heading as set out in the Regulation	chapter(s)/section(s)
11	Research and Development, patents and licences	chapter 11
	Description of the research and development policies and the amount spent on issuer sponsored research and development activities
12	Trend information	chapter 12
12.1	Significant trends in production, sales and inventory, and costs and selling prices since the end of the last financial year up to the date of the Registration Document
12.2	Known trends, uncertainty, demand, commitment or event that are reasonably likely to have a material effect on the issuer's prospects, for at least the current financial year
13	Profit forecasts or estimates	chapter 13
13.1	Statement setting out the principal assumptions upon which the issuer based its forecast, or estimate	not applicable
13.2	Report prepared by independent accountants or auditors stating that, in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated, and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer	not applicable
14	Administrative, management and supervisory bodies and senior management	chapter 14
14.1	Information on the activities, absence of convictions and the roles of: – members of the administrative, management or supervisory bodies and senior management; and – any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business	sections 14.1, 14.3 and 14.6
14.2	Conflicts of interest at the level of the administrative, management and supervisory bodies and senior management	section 14.4
	Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of the persons referred to in item 14.1 was selected as a member of an administrative, management or supervisory board or as a member of senior management; details of any restriction accepted by the persons described in item 14.1 concerning the sale, within a certain period of time, of their holdings in the securities of the issuer	chapter 21
15	Remuneration and benefits of persons described in point 14.1	chapter 15
15.1	The amount of remuneration paid and benefits in kind granted by the issuer and its subsidiaries	section 15.2
15.2	The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits	section 15.3
16	Board practices	chapter 16
16.1	The date of expiration of the current term of office of members of the administrative, management or supervisory bodies	section 14.1
16.2	Information about service contracts of members of the administrative, management or supervisory bodies	section 16.6
16.3	Information about the issuer's audit committee and remuneration committee	paragraph 16.2.3
16.4	Statement indicating whether or not the issuer is in compliance with its country's of incorporation corporate governance regime	section 16.10

Number	Heading as set out in the Regulation	chapter(s)/section(s)
17	Employees	chapter 17
17.1	Number of employees at the end of the period covered by the historical financial information or the average for each financial year of this period and breakdown of the employees	paragraph 17.2.1
17.2	Shareholding and stock options: With respect to each person referred to in item 14.1, information as to their share ownership and any options over such shares in the issuer	sections 14.5 and 15.2 and paragraph 17.2.8
17.3	Arrangements for involving the employees in the capital of the issuer	paragraph 17.2.8
18	Major shareholders	chapter 18
18.1	Identity of any person other than a member of the administrative, management or supervisory bodies who holds, directly or indirectly, an interest in the capital or voting rights in the issuer which is notifiable under the applicable national laws governing the issuer	section 18.1
18.2	The existence of different voting rights	section 18.2
18.3	Ownership or control of the issuer and the measures taken to ensure that such control is not abused	section 18.2
18.4	Arrangements, the operation of which may result in a change in control of the issuer	section 18.2
19	Related party transactions	chapter 19
20	Financial information concerning the issuer's assets and liabilities, financial position and profit and losses	chapter 20
20.1	Historical financial information	sections 20.1 and 20.3
20.2	Pro forma financial information	none
20.3	Financial statements (company accounts and consolidated accounts)	section 20.3
20.4	Auditing of historical annual financial information	section 20.4
20.4.1	Statement that the historical financial information has been audited	section 20.3
20.4.2	Other information contained in the registration document which has been audited by the auditors	Section 17.7 and annexes I and II
20.4.3	Where financial information contained in the registration document is not taken from the issuer's audited financial statements, state the source and state that the data is unaudited	not applicable
20.5	Date of the latest audited financial information	section 20.5
20.6	Interim and other financial information	none
20.7	Dividend policy	section 20.7
20.7.1	Dividend per share	section 20.7
20.8	Legal and arbitration proceedings	section 20.8
20.9	Any significant change in the financial or trading position of the group which has occurred since the end of the last financial year	section 20.9

●IV REGISTRATION DOCUMENT CHECKLIST

Number	Heading as set out in the Regulation	chapter(s)/section(s)
21	Additional information	chapter 21
21.1	Share capital	section 21.1
21.1.1	The amount of share capital subscribed for, the number of shares issued, their nominal value and difference between the number of shares in circulation at the beginning of the financial year and at the end	paragraph 21.1.1
21.1.2	Shares not representing capital	paragraph 21.1.3
21.1.3	The number, book value and face value of the shares held by the issuer or its subsidiaries	paragraph 21.1.4
21.1.4	Convertible or exchangeable securities or securities with warrants	paragraphs 21.1.5 and 21.1.6
21.1.5	Information about and terms of any acquisition rights and obligation attached to the capital subscribed but not paid up, or undertaking to increase the capital	paragraph 21.1.6
21.1.6	Information on the capital of any member of the group that is subject to an option or to an agreement providing for the capital to be subject to an option	paragraph 21.1.6
21.1.7	History of the share capital for the period covered by the historical financial information	paragraph 21.1.7
21.2	Memorandum and Articles of Association	section 21.2
21.2.1	Description of the issuer's objects and corporate purpose	paragraph 21.2.1
21.2.2	Members of the administrative, management and supervisory bodies	paragraph 21.2.2
21.2.3	Rights, preferences and restrictions attached to each class of existing shares	paragraph 21.2.3
21.2.4	Number of shares required to modify the rights of the shareholders	paragraph 21.2.5
21.2.5	Conditions for admission to, and calling of annual general meetings and special meetings of shareholders	paragraph 21.2.5
21.2.6	Provisions that could have the effect of delaying, deferring or preventing a change of control	paragraph 21.2.6
21.2.7	Provisions fixing the minimum thresholds for disclosure of shareholder ownership	paragraph 21.2.8
21.2.8	Provisions regarding the modification of the capital, where such conditions are more strict than those required by law	paragraph 21.2.9
22	Material contracts	chapter 22
23	Third party information, statement by experts and declarations of any interest	chapter 23
24	Documents on display	chapter 24
25	Information on holdings	chapter 25
	Information concerning companies in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses	chapter 25

ANNEXE V – TABLE OF CROSS REFERENCES

This Registration Document includes all the elements of the management report of GET SA required by articles L. 225-100 et seq., L. 232-1, II and R. 225-102 of the French Commercial Code. It also contains all the information from the annual financial report required by articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the General Regulations of the AMF.

In order to make it easier to read the management and annual financial reports mentioned above, the following table of cross references identifies the sections which make up those reports. The table of cross references also covers the other reports of the board of directors and of the statutory auditors.

Number	Information	Reference
I	MANAGEMENT REPORT
1	Situation and business of GET SA during the current financial year and, if applicable, of its subsidiaries and the companies it controls	chapter 6 paragraphs 5.1.5, 5.1.6, 5.2.1 sections 9.1 and 9.2 note A to the accounts contained in paragraph 20.3.1 and 20.3.2
2	Amendments made to the presentation of the accounts or the assessment method used in prior years	note B to the accounts contained in paragraph 20.3.1 and 20.3.2
3	Results from the business activities of GET SA, its subsidiaries and companies it controls	sections 9.2, 20.1, 20.3 and 20.10
4	Key financial performance indicators	chapters 3 and 10
5	Analysis of the development of business, results and financial situation	section 9.2
6	Progress made or difficulties encountered	section 9.2 and chapter 6
7	Description of the main risks and uncertainties facing GET SA (including GET SA's exposure to financial risks)	chapter 4
8	Indications concerning the use of financial instruments and aims and policy of GET SA relating to the management of financial risks	paragraph 4.1.3
9	Important events that have occurred since the end of the financial year	paragraph 5.1.6
10	Anticipated developments concerning GET SA and prospects for the future	chapters 12 and 13
11	Research and development activities	chapter 11
12	List of appointments and offices held by each corporate officer in any company during the past financial year	section 14.1
13	Total remuneration and benefits of any nature paid to each corporate officer during the past financial year(1)	chapter 15

⁽¹⁾ This includes remuneration and benefits from GET SA and its subsidiaries, including in the form of grant of equity securities, debt instruments or securities convertible into shares. The fixed, variable and exceptional elements comprising the remuneration and benefits must be clearly distinguished together with the criteria according to which they were calculated or the circumstances pursuant to which they were determined.

286	2013 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SA

Number	Information	Reference
14	Commitments of any nature made by GET SA for the benefit of its corporate officers corresponding to items of remuneration, indemnities or advantages due or that may become due as a result of the commencement, the termination or any change to their appointment	chapter 15
15	Dealings in GET SA securities by executive officers	section 16.7
16	Key environmental and social indicators	chapter 17
17	Workforce information:	section 17.2
	• Employment	paragraph 17.2.1
	• Work organisation	paragraph 17.2.2
	• Employee relations	paragraph 17.2.3
	• Health and safety	paragraph 17.2.4
	• Training	paragraph 17.2.5
	• Diversity and equal opportunities	paragraph 17.2.6
	• Promotion and compliance with the provisions of the fundamental texts of the International Labour Organisation	paragraph 17.2.7
18	Employees shareholdings	paragraphs 17.2.8
19	Environmental information:	section 17.4
	• General environmental policy	paragraph 17.4.1
	• Risk prevention, pollution and waste management	paragraph 17.4.2
	• Sustainable use of resources	paragraph 17.4.3
	• Climate change	paragraph 17.4.4
	• Protection of biodiversity	paragraph 17.4.5
20	Information regarding social commitments to support sustainable development:	section 17.3
	• Territorial, economic and social impact of the business of the company	paragraph 17.3.1
	• Relations with persons or organisations with an interest in the business of the company, in particular associations working towards integration, educational bodies, environmental protection associations, consumer associations and neighbouring people	paragraph 17.3.1
	• Sub-contracting and suppliers	paragraphs 17.2.1 i) and 17.3.2
	• Good commercial practices	paragraph 17.3.2 and 17.3.3
	• Other actions taken in favour of human rights	paragraph 17.3.4
21	Information on policy concerning the prevention of technological accidents, GET SA's ability to cover its public liability risk in relation to any classified facilities, and the measures planned to indemnify victims of any such technological accident for which GET SA was found liable	paragraphs 4.2.5 and 4.2.1 sections 4.3, and paragraph 17.2.4
22	Holdings in any company having their registered office in France representing more than 1⁄20, 1⁄10, 1⁄5, 1⁄3, 1⁄2 or 2⁄3 of the share capital or the voting rights of such company	chapter 25
23	Disposals of shares for the purpose of regularising cross-holdings	not applicable
24	Natural or legal persons holding directly or indirectly more than 1⁄20, 1⁄10, 3⁄20, 1⁄5, 1⁄4, 1⁄3, 1⁄2, 2⁄3 or 19⁄20 of the share capital or the GET SA voting rights at general meetings	sections 18.1 and 18.2
25	Injunctions or fines for anti-competitive practices	section 4.2.7

V TABLE OF CROSS REFERENCES

●

Number	Information	Reference
26	Elements likely to have an impact on any public offer:
	• Structure of the capital of GET SA	section 18.1 and paragraph 21.1.8
	• Statutory restrictions on the exercise of voting rights, transfers of shares, and provisions of agreements of which GET SA is made aware pursuant to article L. 233-11 of the French Commercial Code	paragraphs 21.1.2 and 21.2.8
	• Direct or indirect holdings in the capital of GET SA, of which GET SA is aware in accordance with articles L. 233-7 and L. 233-12 of the French Commercial Code	section 18.1
	• List of holders of all securities carrying special rights of control and a description of those rights	section 18.2
	• Control mechanism in any employee share ownership scheme where such control rights are not exercised by employees	not applicable
	• Agreements between shareholders of which GET SA is aware and which may involve restrictions on the transfer of shares and the exercise of voting rights	not applicable
	• Rules applicable to the appointment and replacement of members of the board of directors, as well as amendment of the by-laws of GET SA	paragraphs 16.2.1 and 21.2.5
	• Powers of the board of directors, in particular the issue or buyback of shares	paragraphs 16.2.2 and 21.1.8
	• Agreements entered into by GET SA which may be amended or terminated on a change of control	none
	• Agreements providing for indemnities to be paid to members of the board of directors or employees if they resign or are dismissed without cause or if their employment is terminated as a result of a public offer	none
27	GET SA general management (only in the event of amendment)	not applicable
28	Elements for the calculations and results of the adjustment of the basis of conversion or exercise of securities giving access to the share capital and options to subscribe for or purchase shares	not applicable
29	Information on share buyback programmes(2)	paragraph 21.1.8
30	Summary table of authorisations in force concerning share capital increases	paragraph 21.1.6
31	Table of results of GET SA over the course of the past five financial years	section 20.10
32	Amount of any dividend distributed over the last three financial years	section 20.7
II	ANNUAL FINANCIAL REPORT
1	Company accounts	paragraph 20.3.2
2	Consolidated accounts	paragraph 20.3.1
3	Statutory auditors' report on the company accounts	paragraph 20.3.2
4	Statutory auditors' report on the consolidated accounts	paragraph 20.3.1
5	Management report including at least the information referred to in articles L. 225-100, L. 225-100-2, L. 225-100-3 and L. 225-211 paragraph 2 of the French Commercial Code	please refer to the management report mentioned in I above
	Declaration of the persons responsible for the management report	chapter 1

(2) This information includes average prices of sales and purchases, the total amount of brokering fees, the number of shares registered in the name of GET SA at the end of the financial year and their estimated market value as well as their nominal value, reasons for the acquisitions made and the fraction of capital they represent.

V TABLE OF CROSS REFERENCES

●

Number	Information	Reference
6	Statutory auditors' fees	section 20.11
7	Chairman's report on the preparation and organisation of the work of the board, as well as internal control and risk management procedures in place within GET SA	sections 16.1, 16.2, 16.3, 16.4, 16.5, 16.6, 16.9, 16.10, and 16.11
8	Statutory auditors' report on internal controls	annex I
III	OTHER REPORTS
1	Statutory auditors' special report on regulated agreements	annex II
2	Statutory auditors' attestation of disclosure and limited assurance report on the social, environmental and societal information published in the 2012 management report of Groupe Eurotunnel SA	section 17.7

GROUPE EUROTUNNEL SA �

Société Anonyme with a capital of €220,000,000 483 385 142 R.C.S. Paris 3, rue La Boétie 75008 Paris - France

www.eurotunnelgroup.com

AI assistant

Getlink SE — Annual Report 2013

1366_10-k_2013-12-31_cbffe5f1-5a6c-471d-a6c9-ff503b38a5fa.pdf

2013

GROUPE EUROTUNNEL SA

2013 Registration Document(1)

CONTENTS

● CONTENTS

1. RESPONSIBLE PERSON

1.1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND THE FINANCIAL INFORMATION

1.2. DECLARATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT

2. GET SA'S STATUTORY AUDITORS

2.1. STATUTORY AUDITORS

KPMG Audit, a division of KPMG SA

Mazars

2.2. ALTERNATE STATUTORY AUDITORS

KMPG Audit IS

Mr Herve H´ ´elias

3. SELECTED FINANCIAL INFORMATION

SUMMARY INCOME STATEMENTS 2012 – 2013

SUMMARY BALANCE SHEETS 2012 – 2013

SUMMARY CASH FLOW STATEMENTS 2012 – 2013

4. RISK FACTORS

4.1. RISKS RELATED TO THE ENVIRONMENT IN WHICH THE EUROTUNNEL GROUP OPERATES

4.1.1 RISKS RELATED TO THE ECONOMIC CLIMATE

4.1.2 RISKS RELATED TO THE COMPETITIVE ENVIRONMENT

4.1.3 MARKET RISKS

Rate risks

Interest rate

Rate of inflation

Foreign exchange risks

Credit and counterparty risks

Customer credit risk

Suppliers

Short-term investments

Liquidity risk

Raw materials and energy risks

Risk on shares and other financial instruments

4.1.4 RISKS RELATED TO RETIREMENT BENEFITS

4.1.5 RISKS RELATED TO THE REGULATORY AND POLITICAL ENVIRONMENT

Regulatory environment

4.1.6 RISKS RELATED TO EXTREME WEATHER EVENTS

4.1.7 RISKS LINKED TO TERRORIST THREATS AND ATTACKS

4.1.8 RISKS RELATED TO HEALTH EPIDEMICS

4.1.9 RISK OF HARM TO IMAGE AND/OR REPUTATION

4.2. RISKS RELATED TO CONDUCTING THE BUSINESS OF THE EUROTUNNEL GROUP

4.2.1 RISKS RELATED TO DEVELOPING AND INVESTING IN THE GROUP'S BUSINESS

4.2.2 OPERATIONAL RISKS

Lack of control by the Group over the activities of the Railways and Railway Companies

4.2.3 RISKS RELATED TO HUMAN RESOURCES

Skills

Labour relations

Quality of working life

4.2.4 RISKS RELATED TO DEFAULTING SUPPLIERS OR SUBCONTRACTORS

4.2.5 ENVIRONMENTAL RISKS

4.2.6 SOCIAL ACCEPTABILITY

4.2.7 LEGAL RISKS

Risks related to specific terms of the Concession Agreement

Risks related to competition regulation

Risks related to failure to meet contractual obligations

Customers

Suppliers

Financial partners

Significant legal proceedings

The main shareholder of GET SA holds a significant percentage of the capital and voting rights

4.2.8 RISKS RELATED TO INFORMATION SYSTEMS

4.3. INSURANCE

5. INFORMATION ABOUT GET SA

5.1. HISTORY AND DEVELOPMENT OF GET SA

5.1.1 COMPANY NAME

5.1.2 REGISTRATION PLACE AND NUMBER

5.1.3 DATE OF INCORPORATION AND DURATION

5.1.4 REGISTERED OFFICE, LEGAL FORM AND APPLICABLE LAW

5.1.5 IMPORTANT EVENTS IN THE DEVELOPMENT OF THE BUSINESS OF GET SA

a) Maritime activity: procedure before the UK Competition Commission

b) Reasoned opinion issued by the European Commission on the implementation of the first railway package

c) Accounting for deferred tax

5.1.6 RECENT EVENTS

5.2. INVESTMENTS

5.2.1 SIGNIFICANT INVESTMENTS MADE BY THE EUROTUNNEL GROUP DURING THE LAST THREE YEARS AND SIGNIFICANT CURRENT INVESTMENTS

Getlink SE Annual Report 2013

● ⁵ INFORMATION ABOUT GET SA

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

● ⁶ DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES