Getlink SE — Annual Report 2015

Dec 31, 2015

GROUPE EUROTUNNEL SE REGISTRATION DOCUMENT

GROUPE EUROTUNNEL SE

2015 Registration Document(1)

26FEB201608535895

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 10 March 2016. 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 SE. This Registration Document can also be viewed on the websites of the AMF (www.amf-france.org) and Groupe Eurotunnel SE (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 2015 (£1=e1.362) for balance sheet items, or the average rate for 2015 (£1=e1.375) 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 2014 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 2014, are included in Groupe Eurotunnel SE's Registration Document for 2014 filed with the AMF on 27 March 2015;
• • Groupe Eurotunnel SE's parent company accounts for the year ended 31 December 2014 prepared in accordance with French accounting standards and the report of the statutory auditors thereon are included in Groupe Eurotunnel SE's Registration Document for 2014 filed with the AMF on 27 March 2015;
• • The Eurotunnel Group's consolidated accounts for the year ended 31 December 2013 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 2013, are included in Groupe Eurotunnel SE's Registration Document for 2013 filed with the AMF on 21 March 2014; and
• • Groupe Eurotunnel SE's parent company accounts for the year ended 31 December 2013 prepared in accordance with French accounting standards and the report of the statutory auditors thereon are included in Groupe Eurotunnel SE's Registration Document for 2013 filed with the AMF on 21 March 2014.

⁽¹⁾ This document (the ''2015 Registration Document'') is an unofficial English language translation of Groupe Eurotunnel SE's ''Document de Ref´ ´erence 2015'' filed with the AMF on 10 March 2016. 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

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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 SE'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 THE EUROTUNNEL GROUP'S CONDUCT OF BUSINESS	13
4.3.	INSURANCE	23
5.	INFORMATION ABOUT GET SE	24
5.1.	HISTORY AND DEVELOPMENT OF GET SE	24
5.2.	INVESTMENTS	26
6.	DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES	28
6.1.	INTRODUCTION	29
6.2.	CROSS-CHANNEL ACTIVITIES	30
6.3.	ACTIVITIES GROUPED WITHIN EUROPORTE	45
6.4.	OTHER ACTIVITIES	48
6.5.	DEPENDENCY	48
7.	ORGANISATIONAL STRUCTURE	49
7.1.	FIXED LINK	49
7.2.	EUROPORTE	49
7.3.	MARITIME ACTIVITIES	50
7.4.	OTHER	50
7.5.	FLOWS BETWEEN THE COMPANIES OF THE GROUP	50
7.6.	SIMPLIFIED ORGANISATIONAL STRUCTURE OF THE EUROTUNNEL GROUP	51
8.	PROPERTY, PLANT AND EQUIPMENT	52
8.1.	EUROTUNNEL GROUP'S PROPERTY, PLANT AND EQUIPMENT	52
8.2.	ENVIRONMENTAL CONSTRAINTS	52
9.	REVIEW OF FINANCIAL RESULTS	53
9.1.	SIGNIFICANT FACTORS THAT HAVE OR COULD HAVE A MATERIAL INFLUENCE ON THE GROUP'S OPERATING REVENUE	54
9.2.	COMPARISON OF FINANCIAL YEARS ENDED 31 DECEMBER 2014 AND 31 DECEMBER 2015	54
	10. CASH FLOW AND SHARE CAPITAL	60
10.1.	INFORMATION CONCERNING THE EUROTUNNEL GROUP'S SHARE CAPITAL	61

10.3. BORROWING CONDITIONS AND FINANCING STRUCTURE OF THE EUROTUNNEL GROUP 10.4. RESTRICTIONS ON THE USE OF CAPITAL RESOURCES 10.5. SOURCES OF FUNDS FOR FUTURE INVESTMENTS 10.6. DEBT SERVICE COVER RATIOS 10.7. NET DEBT TO EBITDA RATIO 10.8. FREE CASH FLOW 11. RESEARCH AND DEVELOPMENT, TRADEMARKS, PATENTS AND LICENCES 11.1. RESEARCH AND DEVELOPMENT 11.2. TRADEMARKS, PATENTS AND LICENCES 12. INFORMATION ABOUT TRENDS 13. FORECASTS 14. BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BOARDS AND GENERAL MANAGEMENT 14.1. BOARD OF DIRECTORS 14.2. COMPOSITION OF THE COMMITTEES OF THE BOARD OF DIRECTORS 14.3. GENERAL MANAGEMENT 14.4. CONFLICTS OF INTEREST WITHIN THE BOARD OF DIRECTORS, THE MANAGEMENT AND SUPERVISORY BOARDS AND IN GENERAL MANAGEMENT	61
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	63
	64
	64
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	69
	75
	75
	78
14.5. DIRECTORS' INTERESTS IN GET SE'S SHARE CAPITAL AS AT THE DATE OF THIS REGISTRATION DOCUMENT	78
14.6. STATEMENTS REGARDING DIRECTORS AND OFFICERS	78
14.7. CONCESSION COORDINATION COMMITTEE	79
15. REMUNERATION AND BENEFITS	80
15.1. REMUNERATION POLICY FOR EXECUTIVE OFFICERS	81
15.2. REMUNERATION AND BENEFITS PAID BY GET SE AND ITS SUBSIDIARIES TO EXECUTIVE OFFICERS OF GET SE (INCLUDING ALL CONDITIONAL OR DEFERRED REMUNERATION)	82
15.3. TOTAL AMOUNT SET ASIDE OR OTHERWISE RECOGNISED BY GET SE AND ITS SUBSIDIARIES TO PAY FOR PENSIONS, RETIREMENT AND OTHER BENEFITS	93
15.4. REMUNERATION ELEMENTS OWED OR ALLOCATED IN THE 2015 FINANCIAL YEAR TO EACH EXECUTIVE OFFICER OF THE COMPANY, SUBMITTED TO THE SHAREHOLDERS FOR APPROVAL	93
15.5. ALIGNMENT ASSESSMENT OF COMPENSATION AGAINST PERFORMANCE	95
15.6 OTHER REMUNERATION POLICY CONSIDERATIONS	96
16. BOARD AND MANAGEMENT PRACTICES	97
16.1. GENERAL MANAGEMENT	99
16.2. CONDITIONS APPLICABLE TO THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS	100
16.3. BOARD OF DIRECTORS SELF-EVALUATION	113
16.4. PRINCIPLES AND RULES RELATING TO THE DETERMINATION OF REMUNERATION AND ALL BENEFITS OF ANY KIND GRANTED TO CORPORATE OFFICERS	114
16.5. LIMITATIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER	114
16.6. SERVICE CONTRACTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS AND GENERAL MANAGEMENT AND GET SE	115
16.7. SECURITIES TRANSACTIONS INVOLVING EXECUTIVE OFFICERS	116

16.8.	CONCESSION COORDINATION COMMITTEE	117
16.9.	INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES (REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON INTERNAL CONTROL)	117
16.10.	CORPORATE GOVERNANCE	128
16.11.	ATTENDANCE AT THE GENERAL MEETING OF SHAREHOLDERS	128
	17. CORPORATE SOCIAL RESPONSIBILITY	129
17.1.	OVERVIEW OF EUROTUNNEL GROUP'S CSR PROCEDURE	130
17.2.	PEOPLE	133
17.3.	REGION	146
17.4.	NATURE	150
17.5.	CROSS-REFERENCE TABLE	156
17.6.	CSR POLICY: PRINCIPLES, CHALLENGES AND COMMITMENTS	165
17.7.	REPORT BY THE STATUTORY AUDITOR, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED LABOUR, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT	168
	18. MAJOR SHAREHOLDERS	172
18.1.	MAJOR SHAREHOLDERS	172
18.2.	CONTROL	174
	19. RELATED PARTY TRANSACTIONS	175
	20. FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL
20.1.	POSITION AND RESULTS HISTORICAL FINANCIAL INFORMATION	176 177
20.2.	PRO FORMA FINANCIAL INFORMATION	177
20.3.	ANNUAL FINANCIAL STATEMENTS	177
20.4.	AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION	246
20.5.	DATE OF LATEST FINANCIAL INFORMATION	246
20.6.	INTERIM AND OTHER FINANCIAL INFORMATION	246
20.7.	DIVIDEND POLICY	246
20.8.	LEGAL AND ARBITRATION PROCEEDINGS	247
20.9.	SIGNIFICANT CHANGES TO THE FINANCIAL OR COMMERCIAL SITUATION	249
20.10.	TABLE OF GET SE PARENT COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS	249
20.11.	STATUTORY AUDITORS' FEES	250
	21. ADDITIONAL INFORMATION	251
21.1.	SHARE CAPITAL	252
21.2.	CONSTITUTIONAL DOCUMENT AND BY-LAWS	257
21.3.	TRAVEL PRIVILEGES	261
	22. MATERIAL CONTRACTS	262
22.1.	THE TREATY OF CANTERBURY	263
22.2.	THE CONCESSION AGREEMENT	263
22.3.	RAILWAY USAGE CONTRACT	266
22.4.	THE TERM LOAN AND ANCILLARY AGREEMENTS	266
22.5.	MASTER INTRA-GROUP DEBT AGREEMENT	270

22.6.	MARITIME ACTIVITY	270
	23. INFORMATION RECEIVED FROM THIRD PARTIES, STATEMENTS OF EXPERTS AND INTERESTED PARTIES	272
	24. DOCUMENTS AVAILABLE TO THE PUBLIC	273
24.1.	LOCATION OF THE DOCUMENTS AND INFORMATION THAT CAN BE CONSULTED REGARDING GET SE	273
24.2.	OTHER INFORMATION	273
	25. INFORMATION ON SHAREHOLDINGS	274
	26. DEFINITIONS	279
	ANNEXE I – METHODOLOGICAL NOTE TO CHAPTER 17 CORPORATE SOCIAL RESPONSIBILITY	283
	ANNEXE II – REGISTRATION DOCUMENT CHECKLIST	285
	ANNEXE III – TABLE OF CROSS-REFERENCES	290

1. RESPONSIBLE PERSON

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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 SE.

E-mail: PresidentGET@eurotunnel.com

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 SE 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 SE 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 III represents an accurate view of the development of the business, the results and the financial position of Groupe Eurotunnel SE 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 2015 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. The historical financial information and reports of the statutory auditors on the historical financial information are incorporated by reference in this Registration Document.

The statutory auditors have reviewed the 2013 financial information presented in the 2013 Registration Document, and their corresponding reports are given in paragraphs 20.3.1 and 20.3.2 of the Registration Document filed with the Autorit e des march ´ es ´ financiers on 21 March 2014 under the number D.14-0189. They noted 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.''

2. GET SE'S STATUTORY AUDITORS

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2.1. STATUTORY AUDITORS

KPMG Audit, a division of KPMG SA

2, avenue Gambetta – Tour Eqho – 92066 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

2, avenue Gambetta – Tour Eqho – 92066 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

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Given the context described in note A.1 of Groupe Eurotunnel SE's consolidated financial statements contained in paragraph 20.3.1 of this Registration Document, the Group considers that in the second half of 2015, the conditions for the application of IFRS 5 ''Non-Current Assets Held for Sale and Discontinued Operations'' are applicable to its maritime segment MyFerryLink (see note D to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document). Accordingly, the net result of the MyFerryLink segment for the current and previous financial years are presented as a single line in the income statement called ''Net loss from discontinued operations''.

The tables below are extracted from the consolidated income statements, statements of financial position and cash flow statements for Groupe Eurotunnel SE for the financial years ended 31 December 2015, 31 December 2014 and 31 December 2013.

SUMMARY INCOME STATEMENTS 2013 – 2015

	Year ended 31 December	Year ended 31 December	Year ended 31 December
f MILLION	2015	2014	2013
Exchange rate g/£	1.375	1.258	1.187
Revenue	1,222	1,114	1,018
Operating costs	(680)	(605)	(547)
Operating margin (EBITDA)	542	509	471
Depreciation	(152)	(161)	(159)
Trading profit	390	348	312
Other net operating (charges)/income	(3)	3	2
Operating profit (EBIT)	387	351	314
Share of result of equity-accounted companies	(1)	(1)	(1)
Net finance cost	(263)	(272)	(269)
Net other financial (charges)/income	(8)	(5)	5
Pre-tax profit from continuing operations	115	73	49
Income tax expense of continuing operations	(8)	(4)	75
Net profit from continuing operations	107	69	124
Net loss from discontinued operations	(7)	(12)	(23)
Consolidated net profit for the year	100	57	101

3 SELECTED FINANCIAL INFORMATION

SUMMARY STATEMENTS OF FINANCIAL POSITION 2013 – 2015

f MILLION	31 December 2015	31 December 2014	31 December 2013
Exchange rate g/£	1.362	1.284	1.199
Intangible assets	26	28	27
Property, plant and equipment	6,350	6,450	6,529
Other non-current assets	320	309	286
Total non-current assets	6,696	6,787	6,842
Cash and cash equivalents	406	385	277
Other current assets	196	192	164
Assets held for sale	65	–	–
Total current assets	667	577	441
Total assets	7,363	7,364	7,283
Total equity	1,663	1,758	2,481
Total financial liabilities	4,064	4,084	3,929
Other liabilities	1,636	1,522	873
Total equity and liabilities	7,363	7,364	7,283

SUMMARY CASH FLOW STATEMENTS 2013 – 2015

f MILLION	Year ended 31 December 2015	Year ended 31 December 2014	Year ended 31 December 2013
Exchange rate g/£	1.362	1.284	1.199
Net cash inflow from trading	556	498	459
Other operating cash flows and taxation	(12)	4	(6)
Net cash inflow from operating activities	544	502	453
Net cash outflow from investing activities	(106)	(77)	(49)
Net cash outflow from financing activities	(432)	(329)	(380)
Increase in cash in year	6	96	24

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4.1	RISKS RELATED TO THE ENVIRONMENT IN WHICH THE EUROTUNNEL GROUP OPERATES	6
4.1.1.	Risks related to the economic and political climate	6
4.1.2.	Risks related to the competitive environment	7
4.1.3.	Market risks	7
4.1.4.	Risks related to retirement benefits	11
4.1.5.	Risks related to the political environment	11
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	13
4.2.	RISKS RELATED TO THE EUROTUNNEL GROUP'S CONDUCT OF BUSINESS	13
4.2.1.	Risks related to external growth, development and investment in the Group's business	13
4.2.2.	Operational risks	14
4.2.3.	Risks related to human resources	16
4.2.4.	Risks related to defaulting suppliers or subcontractors	17
4.2.5.	Environmental risks	18
4.2.6.	Societal acceptability	18
4.2.7.	Legal risks	19
4.2.8.	Risks related to information systems	23
4.3.	INSURANCE	23

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 section 16.9 ''Internal control and risk management procedures'' of this Registration Document.

For the 2015 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 was conducted for all the consolidated subsidiaries of the Group. The risk management mechanisms now apply across the entire scope of consolidation.

The main risk factors that the Group considered to be exposed to at the date of this Registration Document are described in the chapter below. There may be other risks that the Group had no knowledge of or considered to be immaterial at the date of this Registration Document, and that could have an adverse effect.

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

4.1.1. RISKS RELATED TO THE ECONOMIC AND POLITICAL CLIMATE

Risk identification

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 crisis periods and although the British and French economies did continue their growth in 2015, the worsening or stagnation of economic conditions could have a direct impact on cross-Channel traffic volumes in both the passenger and freight activities. Uncertainties about the general economic situation as well as the turmoil in the financial markets, including the concerns mainly related to China 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.

Various events could change the economic environment in which the Group operates and could, accordingly, affect its business; in particular, a political decision taken by either one of the two nations to withdraw from the European Union could also weaken the pound sterling if only because of uncertainties related to the possible exit of the United Kingdom from the European Union and affect the economy and trade between Great Britain and continental Europe, and could thus have an impact on the Group's traffic volumes.

Furthermore, the political climate currently faced by the Group is sensitive, be it the increased sensitivity arising from the terrorist risk in the wake of the attacks in France in January and November 2015, or the rising flow of migrants in Europe.

Risk monitoring and management

All economic risks are measured and monitored at meetings of the corporate management committees (described in section 16.9.2 of this Registration Document), to anticipate and prepare for changes in the economic environment, and to make any necessary strategic and tactical adjustments. The Group cannot however guarantee that its results will not be affected by upheavals in the economic or political conditions.

The political context of the Group's business is a key factor considered by the management to establish jointly with concerned public authorities, the control arrangements needed to secure the Fixed Link, and of customers and employees.

4.1.2. RISKS RELATED TO THE COMPETITIVE ENVIRONMENT

Risk identification

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 in a context of competitive volatility and increased sensitivity among customers to the quality of service.

Fixed Link

With regard to the activities of the Fixed Link, the Eurotunnel Group faces competition from cross-Channel transportation operators, whose pricing strategies and other competitive initiatives could have a negative impact on Shuttle Service volumes (particularly Truck Shuttle services), although the number of competitors on the Short Straits is now reduced to two, and on passenger numbers in High-Speed Passenger Trains. The market growth and the competitive pressure are impacted structurally by the pound sterling-euro exchange rate fluctuations, and, as the case may be, by fluctuations in the price of fuel which may affect competitors' pricing policy. As indicated in chapter 6 of this Registration Document, the Group's commercial and operational strategy could be affected in this context, in which service quality remains a crucial distinguishing factor.

Europorte

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. As a result of a complex amalgamation of economic, logistical and industrial factors including the reliability of the transport service, the quality of train paths and the balanced prioritisation of freight and passenger transport, French rail freight traffic has undergone a significant downturn since 2000, with freight volume virtually halved, reaching its all-time low in 2010, followed by a somewhat modest recovery in 2011(1). In 2015, competition between the operators remained strong and the long-standing operator continues to enjoy a predominant position in the market, a position that is likely to be further strengthened with the entry into force of a law establishing the railways reform, adopted in the summer of 2014, that groups together two operational public institutions under a lead public institution (the new SNCF), namely the infrastructure manager (SNCF R eseau) and the mobility operator (SNCF Mobilit ´ es). 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, except the coal market, which has declined following the changes to Britain's energy policy which could have an impact on GBRf's growth.

Risk monitoring and management

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

The Group adapts its marketing strategy to this competitive environment, particularly during operational reviews of its various business segments.

4.1.3. MARKET RISKS

a) Rate risks

Risk identification

The Eurotunnel Group's debt at the closing rate on 31 December 2015 was e4,064 million. At 31 December 2015, the Group held floating-rate notes with an accounting value of e161 million. The maturity of the Group's assets and debts is set out below:

f MILLION	Under 1 year	1 year to 5 years	Over 5 years
Financial assets	–	–	161
Financial liabilities	47	226	3,791
Net position	47	226	3,630

(1) Source: Collection of Studies and Documents, Department for Economics, Assessment and Integration of Sustainable Development (SEEIDD) of the Office of the Commissioner-General for Sustainable Development, Rail Freight: an analysis of factors affecting French and German traffic, July 2013.

Risk monitoring and management

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

b) Interest rate

Risk identification

The Group is exposed to the risk of interest rate fluctuation during the Term Loan.

Risk monitoring and management

As indicated 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) six 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.

c) Rate of inflation

Risk identification

As indicated 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 e367 million respectively. By way of illustration, a variation in the inflation rate by one point would have an annual impact of e17 million on the amount of the principal of tranche A and the associated financial charges.

d) Exchange rate risk

Risk identification

Around half of the Eurotunnel Group's revenue is generated in sterling, while a larger proportion of expenditure (operating expense and investment) is payable in euros. Moreover, the Group's Term Loan is denominated in sterling for the nominal amount of £1.452 billion at 31 December 2015, and in euros for the nominal amount of e1.909 billion at 31 December 2015.

The Group's various business activities result in receivables and payables between the different Group companies, sometimes in different currencies, particularly between GET SE and its subsidiaries. The Group arranges funding for its various business activities, but these intra-Group financing arrangements may generate currency imbalances which, as a result of exchange rate risk and depending on the direction of the funding flows, may automatically translate into losses in the consolidated financial statements.

Risk monitoring and management

The Eurotunnel Group endeavours to match more closely the currencies in which its revenues and expenses are denominated, and may also use 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 the 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 2015, its balance sheet exposure to trading currencies was as follows:

f MILLION	Assets	Liabilities	Foreign currency liabilities	Net position before hedging	Hedging instruments	Net position after hedging
Euro	544	(2,926)	—	(2,382)	—	(2,382)
Sterling	653	(2,774)	—	(2,121)	—	(2,121)

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 assets and liabilities published by the Eurotunnel Group. The following table summarises the exchange rate sensitivity of the Group's profits and equity at 31 December 2015 in relation to sterling exchange rate fluctuations:

f MILLION		2015				*2014
Exchange rate variation	Actual rate	Published	+10%	�10%	Actual rate	Published	+10%	�10%
Revenue	1.375	1,222	1,287	1,157	1.258	1,114	1,172	1,056
Operating margin (EBITDA)	1.375	542	577	507	1.258	509	542	477
Pre-tax profit from continuing operations	1.375	115	137	93	1.258	73	91	54
Total equity and shareholders' funds	1.362	1,663	1,454	1,872	1.284	1,758	1,556	1,943

* Restated following the application of IFRS 5 as a result of the cessation of the MyFerryLink segment's activities as set out in note D to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

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. The work of the Treasury Risk Management Committee is reported to GET SE's Audit Committee.

e) Credit and counterparty risks

Customer credit risk

Risk identification The Group's exposure to credit risk is limited to its customers in the United Kingdom and Eurozone countries, with the

exception of:

• • the Railways, public institutions, which accounted for 26% of the Group's revenue in 2015;
• • the Group's Passenger Shuttle 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.

Credit risk is limited in view of the distribution and volumes of the customer portfolio. In fact, revenue from the Group's five largest customers, not including the Railways, only accounted for 8% of its total revenue in 2015.

Risk monitoring and management

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 through the continuous monitoring of their financial situation and of their outstanding debt in relation to the credit limits and payment terms granted to them.

Suppliers

Risk identification

The Group is exposed to counterparty risk with its suppliers arising from the risk that the contracting party fails to fulfil its commitments (delivery, payment, repayment, etc.).

Risk monitoring and management

The Group's exposure to counterparty risk with its suppliers is managed by framework agreements that contain standard mechanisms such as third-party guarantees.

Short-term investments

Risk identification

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.

Risk monitoring and management

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 a short-term rating of at least P-1 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 e120 million per fund or money market fund denominated in euros or £100 million per fund or money market fund denominated in sterling. Investments in term deposits or certificates of deposit with the same counterparty may not exceed e100 million or £75 million.

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

Liquidity risk

Risk identification

A significant proportion of the Eurotunnel Group's operational cash flow is taken up by interest payments on the Term Loan and, since 2013, ongoing repayment of the principal, in instalments, until 2050. 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 in 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 floating-rate loans are explained in note V to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

Risk monitoring and management

The Group manages its liquidity risk exposure through centralised treasury management by its Finance Department that continually monitors the Group's cash 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 Corporate Finance Director who chairs the committee, the Group's Director of Financial Control, the Group Cash Manager, and their main managers.

In this context, the Group holds floating rate notes with a nominal value of e161 million since 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 improves the Group's financial results.

As indicated in note X to 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 2015, the Group was in compliance with its debt service cover ratios (financial covenants).

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

f) Commodities and energy risks

Risk identification

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 2015) and an overall major increase in the cost of commodities and electricity could impact the Group's results.

The Europorte entities favour the use of electrical power. Where these subsidiaries use diesel locomotives, the cost price of traction may be affected by a change in the fuel price.

Risk monitoring and management

In the light of the highly volatile energy market, the Group has in place 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 British 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 volume constraints imposed by electricity suppliers are negotiated in the power supply contracts 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).

For Europorte, ways of mitigating the risk arising from the increase in fuel prices are being explored.

g) Risk on shares and other financial instruments

Risk identification

The operational cash flow of the subsidiaries is invested in short-term and liquid investments in order to manage liquidity risks.

Risk monitoring and management

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 shares, interest rate instruments or other derivatives.

These limits allow to manage the risk of default by a given issuer, based on the average credit rating of all the bonds of that issuer (companies, States, State-owned companies and agencies), and account for all of the Group's exposures. The Group ensures that these limits are complied with through specific governance. Each month, the Risk Management Committee checks that the exposure is maintained within the acceptable limits and determines the actions to be taken in case of excessive concentration risk. The work done is are reported yearly to the Audit Committee.

4.1.4. RISKS RELATED TO RETIREMENT BENEFITS

Risk identification

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; and
• • a historical defined benefit plan (Senior Executive Pension Fund, open only to senior managers who joined prior to 2000).

An independent actuary values the schemes' assets and liabilities. The current value of the schemes' assets which are not due to be realised in the short term may undergo significant changes related to market developments.

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. A deficit was recorded when The Channel Tunnel Group Pension Fund value was last determined in 2013; the Group had to set up a recovery plan for e2 million per year for a 10-year period.

Risk monitoring and management

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 POLITICAL ENVIRONMENT

Political environment

Risk identification

As mentioned in paragraph 6.2.1 of this Registration Document, in 2015, Europe faced a strong surge of migration. The Eurotunnel Group has had to face the consequences of this, with the strong increased migratory flow in the Calais area and the resulting

increase in intrusion attempts on to the site that has led to delays, suspension of services and loss of revenues. Also, such a risk could tarnish the Group's image, corporate social acceptability and the values it stands for.

Risk monitoring and management

Major measures have been implemented to ensure the security of the site in response to this situation and continue to be enhanced: deployment of high-security fencing, increased number of guards, coordination with the French Railways that is in charge of ensuring the security of the Calais-Fr ethun site, support from the governmental authorities and the installation of new ´ cameras. The Coquelles site now has a high-level of protection following a major investment programme and the support of both the French and the British States who are in charge of border controls. The Group plans to continue to enhance the security over the long term.

4.1.6. RISKS RELATED TO EXTREME WEATHER EVENTS

Risk identification

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 events 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 or the financial situation of their customers. Thus, extreme weather events can affect the Group's business and impact its revenue.

Risk monitoring and management

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

Risk identification

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. This risk is all the greater in the wake of the terrorist attacks in 2015. The Eurotunnel Group carries out 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 which could have an adverse effect on the Group's image, competitive advantages, activity, financial position or 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 tightened, which could increase inconvenience caused to passengers, reduce capacity and substantially increase the Group's safety and security-related expenditure.

Risk monitoring and management

Risk management procedures related to the risk of terrorism have been set up centrally by the Group in coordination with the authorities (armed forces, border police, etc.), under the supervision of the French and British governments.

4.1.8. RISKS RELATED TO HEALTH EPIDEMICS

Risk identification

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.

Risk monitoring and management

For the implementation of its operational continuity plans, particularly with regard to operation of the Concession, the Eurotunnel Group has a crisis management organisation in charge of deciding on any operational adjustments that may be required, working closely and continuously with the authorities entrusted with governmental responsibilities.

4.1.9. RISK OF HARM TO IMAGE AND/OR REPUTATION

Risk identification

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. The exposure to these criticisms may tarnish the Group's image and reputation. Such publicity could adversely affect the Group's business, revenues, image, and development prospects.

The flow of migrants around Calais increased sharply in 2015. Their management and that of border controls fall under the responsibility of the governments. The migrant crisis could impact the business of cross-Channel operators, including the Fixed Link, and tarnish the image of the Short Straits and the Calais area, and consequently risk customer disaffection. The resulting disruption could affect the British supply chain, which demonstrates the critical importance of the Fixed Link.

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. Deterioration in these conditions could result in permits and licences being refused or delayed, and have a negative impact on the Group's business.

Risk monitoring and management

As a player whose reputation and stakes have a national, even European, impact, the Eurotunnel Group is attentive to early warning signs from stakeholders and that could damage its image and/or reputation. The Group is aware that its behaviour as a binational company is subject to close scrutiny in a demanding political, economic and social context. It embraces its status as a socially responsible business and upholds its values of safety, security and quality of service in its organisation and its procedures, and spares no effort to prevent operational risks from occurring as well as early warning signs.

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 THE EUROTUNNEL GROUP'S CONDUCT OF BUSINESS

4.2.1. RISKS RELATED TO EXTERNAL GROWTH, DEVELOPMENT AND INVESTMENT IN THE GROUP'S BUSINESS

Risk identification

External growth

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, to maintain uniform controls, procedures and policies, the appearance of unexpected costs or liabilities, applicable regulations or authorisations required. The Eurotunnel Group may be forced to dispose of businesses or limit the growth of certain activities in order to obtain the authorisations required for operations, including under competition law, especially in case of divergence of interpretation between the French and British authorities, as indicated in section 4.2.7 of this Registration Document. Consequently, the expected benefits of acquisitions may not be realised in the timeframe and the expected levels. In 2015, the Eurotunnel Group had to cease its maritime activity. On 10 June 2015, reached an agreement with the DFDS group for a bareboat charter of two ferries, the Berlioz and the Rodin, as indicated in section 6.2.5 of this Registration Document. The implementation of this agreement could involve steps and expenses as well as a risk of a claim. This bareboat charter agreement includes a put option to purchase the two ferries, the Berlioz and the Rodin.

Investments

In order to maintain its quality of service, the Eurotunnel Group has decided to increase the capacity of its Truck Shuttle Service with the purchase of three new Truck Shuttles which will be delivered from the end of 2016. Given the time required to build and commission these complex elements, the capital expenditure must be planned several years before they are put into service. 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.

As regards the ElecLink project for the electricity interconnector in the Channel Tunnel, the Eurotunnel Group bears a risk as a shareholder: cost overruns and delays could affect the profitability of the project and the Group's relationship with its partners. Such projects are usually complex and delays may occur, or difficulties may arise in relation to design, production and installation.

Risk monitoring and management

The acquisition and the integration of new businesses are subject to rigorous selection methods: investments that exceed certain thresholds are also submitted to a Group-level investment committee in charge of analysing the risks or, as the case may be, to the board of directors.

In order to maximise control over any significant overruns in the budget, investments are closely and constantly monitored.

4.2.2. OPERATIONAL RISKS

a) Operational risks inherent in rail transport and infrastructure operation

Maintenance

Risk identification

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. However, given the specific nature of the Fixed Link's rolling stock, equipment and infrastructure, the particular conditions of use in a salty environment (cause of corrosion), and intensity of their use as well as 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 a partial or temporary service interruption, which could affect the Eurotunnel Group's business, financial position or results. In addition, the work to install high-voltage cables between France and England in the rail tunnel as part of the ElecLink interconnector project may affect traffic.

Risk monitoring and management

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 and could lead to temporary disruptions to services.

Safety of employees and sub-contractors

Risk identification

During the repair or maintenance of its systems, technical incidents/accidents may jeopardise the safety of Eurotunnel Group employees and subcontractors and accordingly, with the risk of a claim against Eurotunnel Group or of its legal representatives, in particular regarding an accident at work. Due to the evolution of legal standards and case law towards greater protection of victims, the causes of these accidents can be recognised before the relevant court as being events giving rise to civil or criminal liability of the Group, its subsidiaries and/or the delegates concerned resulting in a civil or criminal conviction with a corresponding impact on the Group's image.

Risk monitoring and management

The Eurotunnel Group is committed to implementing all safety plans necessary to ensure the wellbeing of all persons working on its sites.

Safety

Risk identification

With regard to past incidents, the occurrence of another major fire would result in a substantial increase in the insurance premiums. Whilst the effectiveness of the SAFE stations and the Salamander Plan reduces the impact of this historical risk, they cannot reduce the likelihood of recurrence.

Risk monitoring and management

Safety-related and fire risks 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.

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 owns dedicated rescue locomotives.

Security

Risk identification

The flow of migrants around Calais increased sharply in 2015.

The continuing trend of increasing numbers of migrants could require the investment of additional resources or deteriorate the fluidity, the capacity and thus the quality of service, which could affect the performance in this business as well as the security of employees and clients.

Risk monitoring and management

Concerning risks related to security, the Eurotunnel Group continues to implement intrusion prevention measures and to improve the detection of concealed people on trucks transported.

Europorte

Risk identification

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 is increasingly difficult to obtain which could hold back GBRf's development.

Risk monitoring and management

Europorte is seeking to optimise its current rolling stock fleet and is implementing a policy to anticipate requirements in advance.

b) Risk attached to the activities of the Railways and Railway Companies

Risk identification

The Railways business, being the Group's principal customer, could have a significant impact on the Group's financial situation. The Tunnel is used by High-Speed Passenger Train services 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, capacities 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 which, in turn, may 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, regulatory or labour constraints specific to the rail sector, technical constraints of the rail network lines used and the priority of freight versus passenger traffic on infrastructures within the European Union. These barriers to development 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 scope of 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 as was the case in 2015 on the SNCF Railways Calais Fr ethun site. Such events could have a negative ´ impact on the Group's revenue derived from the usage of its Railway Network.

Railway Companies are faced with the risk of shrinking markets in the current context of the European migrant crisis and terrorist threats that could entail a change in the passengers' behaviour, a risk that could lead to loss of revenues for the Eurotunnel Group. This risk is difficult to control as it is external to the Railway Companies and the Eurotunnel Group, given that it depends on geopolitical conditions.

Risk monitoring and management

The risk inherent to the business and development of Railways is mainly external to the Group as it does not have actual control over the activities of the Railways and Railway Companies. Nevertheless, the pricing framework of the Railways Usage Contrat Concession Agreement defined in the Network Statement aims to offer an efficient, stable and incentive access for the growth of the Railways Companies. In parallel, cooperative initiatives and communication actions are conducted regularly with Railway Companies, ARAFER, ORR, and ministers in order for them to understand and reduce the barriers to growth.

For the disruptions affecting the railway facilities used by rail freight trains and mainly resulting from the increase of migrants in the Calais area, a safety plan has been set up for the Calais Fr ethun SNCF site, in coordination with the SNCF R ´ eseau, with the help of ´ the Eurotunnel Group.

4.2.3. RISKS RELATED TO HUMAN RESOURCES

Skills

Risk identification

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 managed by the Group's Human Resources Department. The Eurotunnel Group has therefore increased its forward planning in terms of skills management and the transfer of know-how.

Calling for a broad spectrum of requirements, particularly in terms of safety, technical expertise and psychological aptitude, occupations in the rail industry require lengthy training. Staff shortages and the difficulty of replacement within existing teams, including the management team, connected with stiff competition among the various operators, could affect developments.

Risk monitoring and management

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 forward-looking job management adapted to different contexts and on the encouragement of 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 addition, in order to retain its key employees and motivate their performance, the Group has introduced long-term incentives and a free share scheme for all Group employees.

Labour relations

Risk identification

In the current climate, 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. Such events 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.

Risk monitoring and management

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

Quality of working life

Risk identification

In the prevailing economic and political climate, the Group may be affected by psycho-social risks. In view of the sharp rise in migrants' intrusion attempts on the Fixed Link site during summer 2015, the Group is particularly sensitive to acute psycho-social risk of work-related stress for the employees.

Risk monitoring and management

One of the Group's ambitions is to create the right conditions for employee engagement, 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, optimisation of internal mobility and the annual deployment of a Personnel Management Cycle whose main objective is to identify, recognise and promote the Group's best talents, and also to spot potential talent that could develop towards certain roles of responsibility or prominent positions within the organisation. Details of the Group's strategy and its results are regularly shared through internal communication, which fosters cohesion.

At the beginning of July 2015 when the migrants' intrusion attempts increased on the Coquelles site, the health, hygiene, security and working conditions committee (CHSCT) decided to initially put in place a psychological team to help its most-exposed staff. Train drivers were the first to have access to health specialists both day and night, and subsequently a special number was set up for all staff. In August, the Eurotunnel Group increased the size of the psychological team to all of its employees working on the Fixed Link's site owing to the intrusion attempts by migrants seeking to go over to the United Kingdom. Group talk sessions were held two or three times a week and overseen by nurses and a psychologist to listen to staff talk about their uneasiness to prevent them having to face the situation on their own in conditions which could have psychological repercussions.

4.2.4. RISKS RELATED TO DEFAULTING SUPPLIERS OR SUBCONTRACTORS

a) Defaulting subcontractors

Risk identification

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.

Risk monitoring and management

Subcontractor default risk is managed through the Purchasing Department's careful supplier selection procedure, as well as through the monitoring of suppliers' financial position and close contract management.

b) Defaulting suppliers

Risk identification

Fixed Link

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.

Europorte

For Europorte, the need to lease new locomotives in coming years brings an increased risk of reliance on key suppliers.

The allocation by SNCF Reseau of poor quality train paths or the unavailability of train paths could harm Europorte's image and affect its business.

Risk monitoring and management

Fixed Link

Equipment and materials risk is managed through the purchase of reserve stocks, the dynamic (annual or half-yearly) review of suppliers, and research into alternative equipment and technologies.

Europorte

On 22 January 2013, Europorte signed a framework agreement with R eseau Ferr ´ ´e de France on the infrastructure capacity required for the rail company to operate, in addition to a new agreement on train path quality. For the service timetable covered by the deal, the SNCF Reseau agreed to confirm or withdraw freight paths at least two months before the service is scheduled to run.

4.2.5. ENVIRONMENTAL RISKS

Risk identification

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 the 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. Due to the nature of its activities and its potential new projects or developments, the Eurotunnel Group, while being attentive to compliance with the applicable environmental regulations, could experience delays in these developments because of possible constraints or claims.

As a local development player, the Group may be subject to the risk of litigation or claims from environmental protection associations, as is the case with the dispute brought before the Administrative Court of Lille by the environment defense association of Peuplingues and Sangatte against the decision of the prefect which approved the ElecLink project.

Risk monitoring and management

These risks are closely managed, as stated in chapter 17 of this Registration Document, 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. SOCIETAL 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

Risk identification

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.

Risk monitoring and management

The industrial safety and environmental risk prevention policy is described in section 17.2.1 and 17.4.1 of this Registration Document.

4.2.7. LEGAL RISKS

a) Risks related to legislation and regulation specific to the Eurotunnel Group's activity Risks related to the regulation specific to the Group's activity

Risk identification

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 for the Group to ensure compliance with such regulatory changes. As an example, tightening the measures taken to enforce the regulations governing immigration, customs and excise duty could cause delays or affect customer satisfaction levels. The relevant authorities could also adopt other stricter rules or rules in new areas that are not currently considered, with similar effect.

Risk monitoring and management

The Eurotunnel Group is aware of the strong legal and regulatory framework in which it operates and seeks as far as possible to conduct communication actions and measures to safeguard the Group's interests with the concerned players.

i. Risks related to the regulation specific to the Fixed Link's activity

Risk identification

The regulatory framework of the Fixed Link business includes the European rail directives, particularly Directive 2001/14/EC which relates both to the division of rail infrastructure capacity and the pricing of rail infrastructure, and specifies operating rules applicable to rail infrastructure managers. This regulatory framework is constantly changing. The provisions of the recast Directive on the First Railway Package (2012/34/EU) need to be transposed to the Channel Tunnel with an economic regulation which will be assured, henceforth, by two separate national authorities (l'Autorit e de r ´ egulation des activites ferroviaires -ARAF- ´ ´ on the French side and the Office of Rail Regulation -ORR- on the British side) which could lead to a risk of conflict. The interpretation by these two separate national authorities may have an impact on the pricing of rail infrastructure and, consequently, on Fixed Link revenues. The draft Fourth Railway Package could affect the operation and financial position of the Concessionaires as a result of the proposed strengthened separation of the infrastructure manager and rail company activities as well as the intra-Group financing flows. 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.

Operation of the Tunnel is subject to highly detailed regulations drawn up by the IGC and the Safety Authority. The Concession Agreement described in Chapter 22 of this Registration Document may be terminated by the two 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 take decisions (such as in relation to the current headway between trains using the Tunnel) that could lead to a reduction in Tunnel capacity. The regulatory authorities could also adopt new measures relating to safety, security or other matters, particularly concerning infrastructure access conditions or, more specifically, the development of more rigorous border controls given the current heightened sensitivity to terrorism. In accordance with the United Kingdom government's new Immigration Act 2014, the Eurotunnel Group is now controlling passports of passengers who leave the United Kingdom since 8 April 2015. The Eurotunnel Group is working with the government of the United Kingdom to minimise the impact of these new controls on the traffic flows on the Folkestone terminal. These measures may be reinforced which may deteriorate the quality of service and customer satisfaction. This could force the Eurotunnel Group to incur significant additional expenditure, or could impose restrictions on its business activities and impact its revenue.

The Concession Agreement under which the Eurotunnel Group operates may only be modified through amendments negotiated with the two States. These negotiations could be long and complex. Were economic, financial or technical developments affecting the Eurotunnel Group to make rapid adjustments 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.

Risk monitoring and management

A dedicated department, the Public Affairs Department, oversees compliance with the rights and duties arising from the Concession by both of the conceding States and the Concessionaires, and liaises between and closely monitors relationships with

IGC, the French regulatory authority for rail business (ARAF), the corresponding British regulatory authority (ORR), which are responsible for economic regulation of the Fixed Link as well as the national and European lawmakers.

The Eurotunnel Group has no control over the IGC which represents the two governments, including the Minister of Transport in respect of France, and the Department for Transport regarding the United Kingdom. In addition, the Eurotunnel Group has no control over the ARAF or the ORR. However, the obligations under the Concession Agreement require the States to adopt a specific behavior in the exercise of their functions. The Concessionaires have the option of requesting compensation on the grounds of a breach of contract, particularly in the context of the implementation of their international undertakings before the arbitral tribunal provided for in the Treaty of Canterbury.

ii. Risks related to the regulation specific to Europorte's activity

Risk identification

In France and in the United Kingdom, the costs of access to the national rail network are high. The increase in such costs and/or a reduction of government funding could impact Europorte's financial results. A termination of funding would give rise to a marked increase in the operating costs of rail operators, including EPF and GBRf, 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 Great Britain, policies concerning financial assistance and subsidies have an impact on traffic, particularly in the fields of biomass and intermodal transportation.

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. The railway reform act of 4 August 2014 may compromise the independence of management of the French rail network and the impartiality of train paths.

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. It is anticipated that a ''foundation'' 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 labour framework for the whole rail sector could affect the social equilibrium of the company and adversely affect the competitiveness of Europorte.

Risk monitoring and management

In view of the exogenous risks arising from changes in the contributions allocated by the French and British States and the implementation of a harmonised labour framework in France, the Group undertakes all possible communication and defence actions with the relevant players.

EPF, EPC 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 endorsed by the manager of the relevant infrastructure.

iii. Risks related to competition regulation

Risk identification

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.

Risk monitoring and management

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.

b) 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.

i. Customers

Risk identification

Railways

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. 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. The Group did not see any significant reduction in the Railways' contributions to its fixed annual charges in 2015 as a result of unavailability of the Fixed Link.

Fixed Link

As part of its transportation activity, the Eurotunnel Group carries passenger vehicles and trucks on board its Shuttles. It is exposed to the risk of failure to fulfil its contractual commitments to its customers.

Europorte

The growth of the activity of Europorte is exposed to the risk of dependence on keys customers.

Risk monitoring and management

Railways

The railway network department is engaged in a permanent dialogue with Railway Companies: in June 2015, Eurotunnel and Eurostar agreed a Railway Usage Contract implementation agreement relating to the contributions to the operating, maintenance and renewals costs (OMRC) of the Fixed Link railway infrastructure for the years 2015 to 2019 inclusive. In accordance with European Railway Directives, this agreement was negotiated under the auspices of the IGC in its role as Railway Regulator, to ensure compliance with transparency, equality and non-discrimination requirements.

Fixed Link

The Eurotunnel Group's commitments to its clients (passenger vehicles and trucks on board its Shuttles) are governed by its general conditions of carriage.

Europorte

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.

ii. Suppliers

Risk identification

The Eurotunnel Group is exposed to the risk of failure to fulfil its contractual commitments to its suppliers.

The risk of default by suppliers and subcontractors is detailed in section 4.2.4 of this Registration Document.

Risk monitoring and management

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 2015:

IN MILLIONS	Total	Not yet due	0-30 days	31-90 days	Over 90 days
France (e)	32.3	22.6	4.5	0.6	4.6
United Kingdom (£)	9.0	5.0	3.3	0.7	0.0

The following table shows the payment schedule of the Group's accounts payable at 31 December 2014:

IN MILLIONS	Total	Not yet due	0-30 days	31-90 days	Over 90 days
France (e)	27.7	19.5	7.5	0.5	0.2
United Kingdom (£)	8.1	4.4	3.3	0.3	0.2

c) Financial partners

Risk identification

The undertakings the Group's Term Loan are described in chapter 22 of this Registration Document. These undertakings, 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 breach 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.

Risk monitoring and management

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. The tasks and objectives of this Committee that is a part of the internal control system are detailed in section 16.9 of this Registration Document.

d) Significant legal proceedings

Risk identification

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 or their legal representations. 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, its image or that of its corporate officers.

The Eurotunnel Group operates in two countries under different tax regimes. The tax rules in the countries where the Group operates are constantly changing and may be subject to interpretation. The Group cannot guarantee that its interpretations will not be questioned, with negative consequences on its financial position or results. The Group carries out the usual controls on tax matters.

Risk monitoring and management

The legal department as well as the public affairs, the human resources and financial departments work to resolve ongoing and potential disputes, and to improve procedures to minimise the risk of litigation.

The Group, with the aim of complying with tax laws and regulations in force locally, uses the services of tax professionals to ensure compliance with its obligations in this regard and thus limit the tax risk to a reasonable and usual level.

e) The main shareholder of GET SE holds a significant percentage of the capital and voting rights

Risk identification

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

Consequently, it could be in a position to exert influence at a 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). Were GSIP to decide to reduce its stake in GET SE's capital, the transfer of interest or the perceived imminent transfer could adversely affect the GET share price. A change of the main shareholder could upset the stability of the capital.

Risk monitoring and management

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

Risk identification

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), use of collaboration tools, access to social networks and mobility. Attacks via the internet are increasingly complex (targeted attacks) and numerous. At the same time, the Group's activities and processes are increasingly dependent on information systems. Information system failures could result in the loss or leakage of information, delays or additional costs, posing a risk to the Group's strategy or image.

Risk monitoring and management

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 are subject to particular audit and control obligations in terms of information system security. New obligations in matters of cyber security, resulting from the Military Programming Act, will be applicable to the Group upon the publication of the sector-based orders scheduled in 2016.

4.3. INSURANCE

Risk identification

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 e400 million and e300 million respectively, providing total cover of e700 million. The first layer was renegotiated and renewed on 1 January 2015 for a period of three years ending on 31 December 2017. The second layer was renewed on 1 January 2016 for a period of one year ending on 31 December 2016. Premiums are paid annually.

The Eurotunnel Group's third-party liability policy (excluding specific programmes) was renewed on 1 January 2015 for three years, ending 31 December 2017.

The dedicated insurance programme for EPF, EPP and Socorail which was already in place, has been renewed for the period 1 December 2015 to 30 November 2016. 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.

Risk monitoring and management

As part of these risks management procedures, the Group constantly monitors the adequacy of coverage and actions to be undertaken.

5. INFORMATION ABOUT GET SE

◦ ◦

5.1. HISTORY AND DEVELOPMENT OF GET SE

5.1.1 COMPANY NAME

Groupe Eurotunnel SE.

5.1.2 REGISTRATION PLACE AND NUMBER

GET SE is a French law regulated European company, incorporated in Paris, France. GET SE is registered at the Paris Trade and Companies Registry under registration number 483 385 142.

Its SIRET number is 48338514200052. Its NAF code is 6420Z.

5.1.3 HISTORY INCORPORATION AND DURATION

The Group was created in 1986 with the signing of the Concession agreement granting the Franco-British consortium, ''France Manche SA / The Channel Tunnel Group Limited'' the construction, financing and operation of the Channel Tunnel and the incorporation the two parent companies of Concessionaires, Eurotunnel SA and Eurotunnel PLC, whose shares were twinned in Units. In 1987, the Units were listed on the stock exchanges in Paris and London. Operation of the Tunnel began in 1994.

In 2007, for the purpose of the financial restructuring of the business, a new holding company, Groupe Eurotunnel SA, was set up. This new company, Groupe Eurotunnel SA, under an exchange offer, proposed to all shareholders of the former Eurotunnel structure, to exchange their Units against Shares of Groupe Eurotunnel SA, on the basis of one Share and one warrant of Groupe Eurotunnel SA for each Unit exchanged. This offer was accepted by more than 93% of shareholders of Eurotunnel SA and Eurotunnel PLC. In late 2007, Eurotunnel PLC and Eurotunnel SA became TNU PLC and TNU SA and were absorbed by Groupe Eurotunnel SA in May 2009 and October 2010 respectively .

Groupe Eurotunnel SA was converted into a European company on 26 December 2014, and the issuer's name changed to Groupe Eurotunnel SE.

The legal structure of GET SE was incorporated on 6 July 2005, initially as a SARL and registered on 3 August 2005 for a fixed period of 99 years from the date of its registration in the Paris Trade and Companies Registry, save for early winding-up or extension, i.e. until 3 August 2104. The company was converted to a soci et´ e anonyme ´ on 9 March 2007 and then to a societe ´ ´ europ eenne ´ on 26 December 2014.

5.1.4 REGISTERED OFFICE, LEGAL FORM AND APPLICABLE LAW

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

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

GET SE is a European company with a board of directors, and is governed by the relevant provisions of French and EC laws and regulations in force.

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

Cessation of the maritime activity

In July 2012, Eurotunnel purchased three ferries (the Berlioz, the Rodin and the Nord Pas-de-Calais) as part of the asset disposal procedure conducted by the French Tribunal de Commerce following the liquidation of SeaFrance, and sub-contracted the operation of the ferries to an independent company, SCOP SeaFrance.

Following the decision by the Competition Appeal Tribunal on 9 January 2015 to uphold the prohibition for the Eurotunnel Group to operate any vessel out of the port of Dover from 9 July 2015, the Group announced its intention to withdraw from its maritime activity and to find a buyer for its three ferries. The decision of the Competition Appeal Tribunal was upheld on 16 December 2015 by the Supreme Court.

During 2015, the process of the Group's withdrawal from its maritime activity was as follows:

• • On 10 June 2015, the Eurotunnel Group reached an agreement with the DFDS group in relation to two of the ferries, the Berlioz and the Rodin. Due to the condition imposed at the time of their purchase in 2012 prohibiting the sale of the ferries for a period of five years, the agreement provides for the leasing of the two ferries from the date of their definitive delivery to DFDS, with an option for their subsequent sale. The Eurotunnel Group is studying the possibility of requesting the Paris Tribunal de Commerce to lift the prohibition to sell.
• • On 1st July 2015, MyFerryLink ceased commercial operations following the non-renewal of the contracts between the Eurotunnel Group and SCOP SeaFrance.
• • Having been occupied by staff of the SCOP SeaFrance until the beginning of September, the Rodin and the Berlioz were only handed over to DFDS on 15 September 2015. Since then, the two ferries have been undergoing rehabilitation works and were finally delivered to DFDS on 9 and 11 February 2016 respectively, enabling the start of their finance leases.
• • As a result of the decision by the Supreme Court in December 2015, the Group has been forced to definitively cease its maritime activity and has announced its intention to dispose of the Nord Pas-de-Calais.

Taking into account these events, the Group believes that during the second half of 2015, the conditions were met for the application of IFRS 5 ''Non-current assets held for sale and discontinued operations'' to the maritime activity. The activities of the MyFerryLink segment are presented in the financial statements as follows:

• • The ferries Berlioz, Rodin and Nord Pas-de-Calais are treated as assets held for sale and are presented on a separate line of the statement of financial position as at 31 December 2015, with no reclassification of the comparative statement of financial position as at 31 December 2014.
• • The net result of the maritime segment for both the current and the comparative financial years are presented on a single line in the income statement entitled ''Net loss from discontinued operations''.
• • Net cash flows from operating, investment and financing activities arising from these discontinued operations for the current and the comparative financial years are included in the Group's consolidated cash flow statement.

Financial information relating to the MyFerryLink segment is presented in note D to the financial statements in paragraph 20.3.1 of this Registration Document.

Simplification of the debt structure

On 24 December 2015, the Eurotunnel Group reached an agreement that simplifies the structure of its long term debt by removing two of the three monolines, Ambac and FGIC, as guarantors of the Channel Link Entreprises Finance (CLEF) notes, the structure that securitised the Group's debt that was put in place by the lenders in 2007. The consequences of this operation on the Term Loan are set out in note V.1 to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

The costs incurred, which amount to e123 million, will be offset by a reduction in interest rates of 0.6% on some of the tranches of the debt.

This operation, which has not led to a substantial modification of the conditions of the Term Loan, has been treated in the Group's financial statements at 31 December 2015 as follows:

• • Costs that are directly attributable to the operation have been accounted for as an adjustment to the carrying value of the A tranches of the Term Loan, and will be amortised over the remaining period to maturity of these debts.
• • Consent fees of e17.5 million which are not directly attributable to the modification of tranche A of the Term Loan have been accounted for on the income statement at 31 December 2015 under ''Other financial charges''.
• • The part of the transaction fees paid in 2015 amounted to e42 million, e17.5 million of which were consent fees.

5 INFORMATION ABOUT GET SE

Migrant impact

In the context of the high concentration of migrants in the Calais area, the Group, with the support of the French and British authorities, has taken and continues to take, the measures necessary to ensure the continuity of its services and the availability of its installations. These measures have incurred substantial capital expenditure and additional security costs for the Fixed Link segment during the 2015 financial year. The resources involved are either supplied directly by the governments themselves, or are financed by the Eurotunnel Group and partly reimbursed by the governments. The net impact on operating costs for the 2015 financial year is e7 million.

The Group has also submitted a claim to the two governments, via the Intergovernmental Commission, relating to revenue lost as a result of the disruptions caused by the intrusions by the migrants during the year. No revenue has been accounted for this during the 2015 financial year.

5.1.6 RECENT EVENTS

The Rodin was delivered to DFDS on 9 February 2016 and the Berlioz on 11 February 2016, enabling the start of the finance leases.

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 e74,382,000 for the 2013 financial year, e140,630,000 for the 2014 financial year and e139,988,000 for the 2015 financial year.

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

• • The Terminal 2015 project (approximately e30 million), an ambitious programme to develop the Truck Shuttle activity, which aims to increase capacity by improving the management of the flow of trucks by the addition of a buffer storage area to enable a quick transit, as well as increased access at check-in. In Folkestone, the Terminal 2015 project includes the creation of new lanes before check-in and new check-in booths. The capacity to accommodate trucks will increase with the construction of a secured parking area at Coquelles.
• • The installation of the GSM-R (approximately e40 million since the beginning of the project, including e25 million over the last three years).
• • The installation of high-security fences on the terminal on the French side which is reimbursable by the governments.
• • The replacement of rails in the Tunnel (approximately e20 million).
• • The entry into service of the GSM-P in the North tunnel, which is an important element in improving the offer to customers by enabling them to use mobile communications services from French or British telecoms operators whilst in the Tunnel on Shuttles and passenger trains (approximately e6 million).
• • The floor renovations on the Arbel and Breda Truck Shuttles (approximately e6 million).
• • The replacement of couplings on the rolling stock (approximately e4 million).

Over the last three financial years, the Eurotunnel Group's investments in the Europorte segment totalled approximately e186 million, mainly related to the purchase of rolling stock for purposes of the ongoing rationalisation of the locomotive fleet, notably locomotives for Europorte France and GB Railfreight.

5.2.2 SIGNIFICANT FUTURE INVESTMENTS

Investment projects planned for 2016 fall into three categories: those undertaken in response to outside constraints, those to replace existing 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 may 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 shares of the Eurotunnel Group's activities.

The projects imposed by external constraints are aimed on the one hand, to adapt the security of the sites of the Fixed Link to the migratory context in Calais in order to preserve the quality of service, and on the other hand, to meet the regulatory constraints involved in sustainable development.

The plan to secure the Fixed Link's sites, which started in 2015 and will continue in 2016, includes:

• • the redevelopment of the area of UK border controls and the creation of reservoirs to increase the storage capacity of the trucks prior to the border controls and to increase controls;
• • the installation of mobile detection scanners on the passenger terminals and a scanner at the Frethun yard; ´
• • the re-filling of ditches and marshes and planting of defensive hedges around the perimeter of the site; and
• • the creation of a track dedicated to a search area for Truck Shuttles which is protected from electrical hazards.

Two major projects which are required to meet environmental regulations and which form part of the Group's sustainable development are currently:

• • the replacement of chillers for the Tunnel cooling plants and air conditioning systems using R22 gas, the handling of which has been prohibited since 1 January 2015, and
• • the replacement of the fire-extinguishing gas Halon 1301, a contributor to the depletion of the ozone layer, used in firefighting systems on-board locomotives, in the service tunnel and in buildings on the terminals.

The project to equip the Tunnel with GSM-R continues and represents a total investment estimated at e48 million. 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.

Replacement projects in 2016 include the continued replacement of rails in the Tunnel, some track switches, some catenary equipment in the Tunnel, the floors of some Truck Shuttles, couplings on the Passenger Shuttles, locomotives and on Truck Shuttle loader wagons in order to allow them to operate under optimum conditions of reliability, safety and security.

Intensive use and the natural life cycle of rolling stock lead to deterioration in some of the wagon equipment. To remedy this, several programmes to study modernisation and replacement have been launched, such as on the Passenger Shuttle loader wagons, on the fire doors and on the air conditioning units.

Other projects are designed to boost the business' performance, capacity or productivity notably including the development plan for the Shuttle activities:

• • The end of the Terminal 2015 project, with the comprehensive redevelopment of the French and British Truck Shuttle terminals including equipping and developing the parking used by customers of the Truck Shuttle Service.
• • The purchase and commissioning of three new Truck Shuttles. This project, which represents a total investment of approximately e61 million by 2018, is for the construction of three new Truck Shuttles each measuring 800 metres long and comprising 32 transport wagons, three loading wagons and a carriage for the transportation of truck drivers. These new Truck Shuttles will benefit from the latest technological advances in order to ensure both energy savings and also robustness and reliability. Delivery is expected from the end of 2016 and into 2017.
• • The redevelopment of the allocation areas and the construction of new buildings to welcome Flexi-Plus customers to the French and British terminals.

The ElecLink project, in which GET SE holds a 49% share, has received the authorisations 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. GET SE's current shareholding may be modified in the future as the project evolves for the acquisition and, as the case may be, the resale of all or part of the 51% stake currently held by Star Capital.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

6. DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

◦ ◦

6.1.	INTRODUCTION	29
6.2.	CROSS-CHANNEL ACTIVITIES	30
6.2.1	MAIN MARKETS	30
6.2.2	FIXED LINK: ACTIVITIES	33
6.2.3	FIXED LINK: CAPACITIES	40
6.2.4	FIXED LINK: SYSTEM RELIABILITY	42
6.2.5	MYFERRYLINK: MARITIME ACTIVITIES	44
6.3.	ACTIVITIES GROUPED WITHIN EUROPORTE	45
6.3.1	EUROPORTE'S MAIN MARKETS	45
6.3.2	EUROPORTE'S ACTIVITIES IN FRANCE	45
6.3.3	EUROPORTE'S ACTIVITIES IN THE UNITED KINGDOM	47
6.4.	OTHER ACTIVITIES	48
6.4.1	EURO CAREX	48
6.4.2	ELECLINK	48
6.5.	DEPENDENCY	48

6.1. INTRODUCTION

GET SE, the Group's listed holding company, controls the two Channel Tunnel Concessionaires and Europorte SAS in relation to rail freight transport activities, and Euro-TransManche Holding SAS in relation to ship rental and, until July 2015, the sale of crossings. GET SE is also a partner for projects aimed at enhancing the value of the Tunnel, such as the electrical interconnection between France and the United Kingdom, through its equity interest in ElecLink Ltd.

The Fixed Link segment

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, without prejudice to the sovereign authority of the States as regards police or border and territorial control. The Concession Agreement 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 and 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 runs 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 with the Folkestone and Coquelles terminals the departure and arrival points for vehicles using the Shuttle Services. Shopping and catering facilities are available to customers at each 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 on the French and British terminals.

The rail freight segment, Europorte

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 maritime segment, MyFerryLink

The holding company Euro-TransManche Holding SAS groups all the maritime subsidiaries (MyFerryLink maritime segment) owning three vessels, which were operated commercially using a series of charter agreements under which SCOP SeaFrance (a company outside the Eurotunnel Group) was 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 were marketed by the subsidiary MyFerryLink SAS.

Following the decision of the Competition Appeal Tribunal of 9 January 2015 (upheld by the Supreme Court on 16 December 2015), establishing the prohibition for the Berlioz and Rodin ferries to dock at the port of Dover as of 9 July 2015, the Group divested itself of its maritime business and closed down the operations of the MyFerryLink segment on 29 June 2015. As a result, this activity is not included in the Group's consolidated revenues for the year 2015 as explained in notes A.1 and D to the consolidated financial statements of Groupe Eurotunnel SE given in section 20.3.1 of this Registration Document.

Consolidated revenues

Eurotunnel Group's consolidated revenues for the year 2015 comprises the following main sources of income:

• • 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.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

The breakdown of the Eurotunnel Group's 2015 revenue is as follows:

IN f MILLION	2015	2014 restated( *)	Variance	2014 published
Exchange rate e/£	1.375	1.375		1.258
Shuttle Services	580	552	+5%	527
Railway Network	319	319	0%	305
Other revenues	16	16	+2%	15
Sub-total Fixed Link Concession	915	887	+3%	847
Europorte	307	281	+9%	267
Revenue( **)	1,222	1,168	+5%	1,114

* Restated at the exchange rate used for the 2015 income statement (£1= f1.375).

** In application of IFRS 5, MyFerryLink revenues are not included in the consolidated Group revenues for the year 2015 or for the comparison with 2014.

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 Continental Europe 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.

a) Freight market

Freight traffic between continental Europe and the United Kingdom is commonly divided into four distinct 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 running 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 South-West 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.

Over the last 20 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 shifted and market shares between the routes are now relatively stable.

However, the Roll-On/Roll-Off accompanied mode on the Short Straits routes still 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:

• • capacity increases and changes in pricing policies by the various operators; and
• • indirectly, the absence of major development of the cross-Channel railroad freight.

The freight market continued to grow in 2015 at over 4% compared with the previous year, reaching, in the year 2015, a record high for the overall Short Straits market, despite the disruptions in the geopolitical scene in 2015.

Since 1st January 2015, pursuant to Directive 2005/33/EC of the Parliament and the Council of the European Union, which imposes controlled emissions areas for sulphur covering the English Channel, the North Sea and the Baltic Sea, all ferry operators in the North Sea and the English Channel must meet stricter limits on sulphur emissions and for that, they have two alternatives:

• • the first solution is to choose a fuel with low sulphur content, Marine Gas Oil (MgO), and
• • the second is to continue using fuels with high sulphur content, such as heavy fuel oil (HFO), but to install equipment to clean pollutants from the exhaust gas (exhaust gas separator filters or scrubbers). The fall in oil prices over the 2015 financial year mitigated the impact of this directive for ferry companies.

b) Passenger market

The international passenger transport market from and to the United Kingdom grew steadily for several years. After the return to normality in 2008, the impact of the global economic environment largely reversed this trend between 2009 and 2012. Since 2013, the passenger market has grown significantly year after year, by 4% in 2013 compared to 2012, by 3% in 2014 compared to 2013, and with an estimated growth (at end November 2015) of 7% compared to 2014(1).

The Passenger Shuttle Service carries passengers travelling with their vehicles between Calais, Folkestone and Dover. It is 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 this service.

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

While day trips have permanently declined following the end of duty-free purchases and other economic benefits, the number of long-stay (five days and over) and short-stay (fewer than five days) trips have 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; for its Shuttle Services;
• • airline pricing policies and an end to the steady fall in air fares; and
• • airport disruption and delays.

In 2014, the Short Straits market rose by 1.5% compared to 2013, but in contrast to the international passenger transport market as a whole, the Short Straits market contracted by 2.7% in 2015, mainly in the second half-year owing to problems arising from intrusion attempts by migrants, the impact of the terrorist attacks and the states of emergency declared in France and in Belgium at the end of the year.

c) Competitive position in the Short Straits market

The Shuttle Services 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).

⁽¹⁾ Source: International Passenger Survey estimates

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

The Calais Port 2015 project aimed at merging the ports of Calais and Boulogne-sur-Mer and the extension of the port of Calais, in particular the ferry terminal, was assigned a public service contract signed by the Nord Pas-de-Calais region on 19 February 2015(2). The works, estimated to last five years(3), began with the destruction of the hoverport, the site in the port of Calais where hovercrafts used to dock. As owner of the Calais and Boulogne ports, the Region awarded the concession for port management to a harbour company, SEPD (Soci et´ ´e d'exploitation des ports du d etroit – the Short Straits ports operating ´ company) in which the Chamber of Commerce and Industry of the C ote d'Opale has a majority interest. SEPD entrusted the Calais ˆ Port 2015 works to a project company, SPD (Soci et´ ´e des ports du d etroit). The cost of the works is estimated at ´ e900 million (e652 million for construction works, and other financial costs). SPD's shareholders contribute e92 million, financial institutions contribute e523 million, and about e270 million comes from public funding (town, region, state, Europe). These financial arrangements have been brought before the administrative court of justice by the Eurotunnel Group.

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, the liquidation of SeaFrance in January 2012 and the end of the commercial operation of MyFerryLink in 2015, only two ferry companies operate on the Short Straits, P&O Ferries and DFDS Seaways, the main competitors of Eurotunnel Group's Shuttle Services.

P&O

P&O Ferries (''P&O'') is a subsidiary of DP World, a worldwide operator of port facilities.

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

P&O operates up to six vessels (Pride of Kent, Pride of Burgundy, Pride of Canterbury, Spirit of Britain, Spirit of France and European Seaway), two of which, at 210 metres, are the longest ships deployed on routes to and from Dover.

DFDS Seaways

DFDS Seaways is owned by the Danish company DFDS.

In 2015, DFDS Seaways operated three ships on the Dover-Dunkirk link and two ships on the Calais-Dover link. The contractual agreements on the operation of the ships the Berlioz and the Rodin are described in chapter 22 of this Registration Document.

MyFerryLink

MyFerryLink's maritime service activity for the first half of 2015 is described in section 6.2.5 of this Registration Document. The operational activity of MyFerryLink ceased at the end of June 2015.

ii) Shuttle Services

Competitive advantages of the Shuttle Service

The Eurotunnel Group considers that, under normal operating conditions, its Shuttle Service benefits from 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 Shuttle Service runs more frequently than any of its competitors, and it runs every day of the year;
• • convenience: with the GSM-P system, Shuttle Services customers now have uninterrupted access to GSM and 4G services in the rail tunnel;
• • 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.
• (2) Source: Nord Littoral, 19 February 2015
• (3) Source: La Voix du Nord, 9 January 2016

Under the Terminal 2015 project described in section 5.2.1 of this Registration Document, in 2015, the Eurotunnel Group enlarged its freight terminals considerably in order to be able to cater to a larger number of vehicles.

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 thus compete with operators in the Short Straits, including the Passenger Shuttle Service in the 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.

d) Geopolitical context in 2015

i) Unprecedented migration crisis

The year 2015 in Europe was marked by an unprecedented migration crisis. From summer of 2015, the Eurotunnel Group noted a sharp increase in the flow of refugees in the Pas-de-Calais and had to cope with the substantial increase in intrusion attempts onto the Fixed Link site.

Faced with these intrusion attempts and the risk of accidents on a railway site whose configuration and operation can be likened to those of a major international airport, the Eurotunnel Group launched a three-point safety and security plan:

• • High security fencing: 40 km of fencing, including ground reinforcement for 10 km of existing fencing;
• • Clearing following the request from the Authorities: clearance and thinning of hedges and bushes over 56 hectares around the Concession site;
• • Security staff: staff numbers substantially increased.

The governments of France and the United Kingdom responded immediately with operational solutions to secure the Fixed Link terminal in Coquelles. On 21 August 2015, the French Minister for the Interior, Bernard Cazeneuve and his British counterpart Home Secretary, Theresa May signed an agreement to handle the migratory pressure. The joint contribution by the British and the French governments (financing of the reinforced security around the Tunnel by the former and massive deployment of mobile gendarme units around the clock by the latter) helped improve the situation. The mobile gendarme units virtually stopped intrusions on the site, using anticipatory manoeuvres in the areas leading up to the site, where they intercepted migrants before they could enter the Concession area. This provided the optimum security conditions to finalise the installation of the new high security fencing.

The Fixed Link now has a high level of protection, following the major investment programme and the support of both France and the United Kingdom who are in charge of border controls. In the long term, it is intended to continue to reinforce the security measures.

ii) Terrorist attacks and threat in 2015

The year 2015 witnessed two major waves of fatal terrorist attacks in Paris, in January and November. The terrorist threat in the Paris and Brussels destinations is a determining factor when analysing the variance in passenger traffic for Fixed Link operations in 2015.

A state of emergency was declared in France in the night of 13 to 14 November 2015, following the Paris attacks. It was extended until 26 February 2016. This change calls for the involvement of the entire border control staff, and controls by the security company have been reinforced.

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.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

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, to optimise revenue per Shuttle;
• • commercial strategies providing a product offering even better suited to customers' needs; and
• • cost control achieved through programmes to optimise maintenance and production management cycles and as well as the main sub-contracting agreements (the areas in which Eurotunnel Group uses sub-contractors are described in section 17.2.4 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. These Club Cars were completely refurbished in 2014: cosy atmosphere, more comfort and greater seating capacity.

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.

On 15 January 2015, Eurotunnel Group announced the order of three new Truck Shuttles with a capacity of 32 trucks each. The new Shuttles benefit from the latest technical developments that not only enable energy savings but also make for greater sturdiness and reliability. Their delivery is scheduled for late 2016 to 2017. They will supplement the 15 existing Shuttles. This enhanced fleet will enable Eurotunnel Group to increase its capacity by 20% and move to a frequency, at peak period, of eight departures per hour compared to the current six.

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 as well as 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. As part of the project Vision 2020, Eurotunnel Group is working on optimising the Truck Shuttle revenue with a project adjusting the pricing policy based on more flexible prices, adjustable according to demand and available capacity, in order to encourage an improved distribution of truck flows throughout the week and during the day, so that capacity and occupancy rate can be optimised whilst maintaining service quality during peak days.

Truck Shuttle Service market share

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

	2015		2014
	Vehicles	Market share (estimate)	Vehicles	Market share
Accompanied trucks( *)	1,483,741	37.3%	1,440,214	37.8%

* 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.

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 the website (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.

The 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. This policy optimises passenger revenue and the average ticket price for passenger vehicles (cars, motor homes, caravans, motorcycles, etc.).

Currently Le Shuttle customer bookings made online represent more than 80% of bookings. A new booking module for Le Shuttle was deployed in November 2014 allowing, for example, smart phones applications and a new reservation module for tour and coach operators that was deployed in the fourth quarter of 2015.

Adapting capacity to demand

The capacity of the Passenger Shuttle Service is constantly adjusted to improve loading rates and reduce costs. Operational changes that are made help to constantly 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 optimisation of 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 59% in 2015.

Customer experience

As a service business, Eurotunnel Le Shuttle puts the customer at the centre of its strategy and implements ways to enhance their satisfaction and loyalty. Two main areas of progress are being developed:

• • real-time information (for each customer at every stage of their experience with Eurotunnel Group); and
• • personalised service, that is to say, consideration of the specific needs of customer segments, such as, for example, owners of electric vehicles and those travelling with their pets. The Eurotunnel Group works constantly to improve the service: launching a new online booking module for smartphones, renovating the passengers building in the Coquelles terminal (World Duty Free, lounge, customer information centre, etc.), enhancing real-time communication with customers through iBoarding, and installing Tesla universal chargers and charging slots for customers.

As part of the Vision 2020 project described in section 6.2.4 of this Registration Document, one of the themes is customer information in real-time. This is made up of three goals: to provide any relevant information to each customer, to refine knowledge of customer expectations and to accurately measure the satisfaction of each customer. The current geopolitical context puts this project to the forefront.

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:

	2015		2014
	Vehicles	Market share (estimated)	Vehicles	Market share
Cars( *)	2,556,585	52.6%	2,572,263	51.5%
Coaches( **)	58,387	37.7%	63,059	39.5%

* 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.

The car traffic segment for the Eurotunnel Group Passenger Shuttle Service outperformed in the specific context of 2015, with the number of vehicles transported remaining virtually stable (down 0.6%) in a market that declined 2.7% compared to 2014, due to the difficulties arising from intrusion attempts by migrants and the Paris attacks at the end of the year. The market share for the car

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

segment of the Passenger Shuttle Service stood at 52.6% over the financial year, showing a one-point increase compared to 2014 and a record for the Fixed Link since its opening.

b) Railway Network

In 2015, Eurotunnel Group earned 26% of its revenue (35% 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. 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 was 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, as well as the annual fixed charges as well as the contribution made by the Railways to operating costs.

In 2015, the Eurotunnel Group generated e319 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 as well as 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, and to Lyon, Avignon and Marseille (since May 2015), and a winter service to Bourg Saint Maurice.

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

	2015 (estimated)		2014
Paris-London and Brussels-London passenger market	Passengers (thousands)	Growth	Passengers (thousands)	Growth
Air and Rail
Paris-London	9,505	1.1%	9,401	4.6%
Brussels-London	3,789	2.4%	3,700	4.6%

Sources: BRB, SNCF and CAA.

Eurostar's markets were marked in 2015 by the terrorist attacks and threats that led to a fall in demand in the middle of November, followed by a gradual recovery in December. Rail traffic was also affected through summer to the beginning of autumn by the disruption caused by intrusions by migrants on the SNCF tracks at Frethun. As mentioned in section 6.2.1d)i) above, this situation ´ was brought under control as of 22 October 2015.

The combined air traffic and rail traffic volume, in terms of the number of passengers, between Paris and London increased by 1.1% between 2014 and 2015. During this same period, the volume of Eurostar rail passenger traffic declined by 0.5%.

The combined air traffic and rail traffic volume, in terms of the number of passengers, between Brussels and London increased by 2.4% between 2014 and 2015. During this same period, the volume of Eurostar rail passenger traffic increased by 1.3%.

Market share

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

	2015 (estimated)		2014
High-Speed Passenger Train market share (Eurostar)	Passengers (thousands)( *)	Market share( **)	Passengers (thousands)( *)	Market share( **)
Paris-London	7,332	77.1%	7,370	78.4%
Brussels-London	3,067	80.9%	3,028	81.8%

* 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 77.1% on average for 2015, compared to 78.4% for 2014 over the same period. Their market share over the same period on the London-Brussels route fell slightly from 81.8% to 80.9%.

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. The subsidiary of SNCF continued the schedule for the opening of new destinations in 2015 (Marseille) and 2017 (Amsterdam).

In the context of the liberalisation of the international rail passenger transport market on 1 January 2010, the Eurotunnel Group responded by publishing in its Network Statement, its efficient and non-discriminatory conditions for access, and 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)

Eurostar's High-Speed Passenger Train services are jointly operated by Eurostar International Limited, now 55%-owned by SNCF, 5%-owned by SNCB, and 40%-owned by a consortium of CDPQ, the Caisse de d ep ´ ot et placement du Qu ˆ ebec and Hermes ´ Infrastructure, to which the British government sold its interest in Eurostar in 2015.

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 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 to expand its catchment area.

In 2015, Eurostar ran 14 to 18 departures in each direction between Paris and London and seven 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. In May 2015, Eurostar inaugurated a new direct service from London to Lyon, Avignon and Marseille operated all year long with one to five roundtrips per week depending on the season. However, on the return trip, passengers are required to disembark at the Lille station for border checks. 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).

In 2015, the number of Eurostar passengers going through the Tunnel increased slightly to 10.4 million (source: Eurostar) despite the adverse market condition marked by the events of the year (in particular the Paris attacks). Calculated in accordance with the Railway Usage Contract's inflation linked pricing formula, the toll per passenger paid by Eurostar fell by -0.6% in 2015.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

In November, 2015, Eurostar put into service the first of its 17 e320 distributed drive trains ordered from Siemens in 2010 (ten units) and in 2014 (an additional seven). More convenient (with on-board Wi-Fi and individual sockets) and faster than the present trains (peak speed of 320 km/h), they can accommodate 900 passengers (20% more than the initial fleet) and are equipped with interoperable systems that are compatible with development of services to other destinations. These trains will gradually phase out the existing trains after the test periods needed to eliminate any residual defects. Eurostar International Limited has announced its plan to run a new direct service between London, Rotterdam and Amsterdam from 2017.

Additional opportunities exist for services to Germany, southern France and/or Switzerland.

Deutsche Bahn also stated in 2010 that it intended to launch ICE passenger train services from London to Cologne and Frankfurt. The schedule is yet to be confirmed, given the announced delay in wagon manufacturing by Siemens. Its operational outline for these services received approval from the IGC 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.

In 2015 this traffic was particularly impacted by the intrusion by migrants on the SNCF tracks in Fr ethun, that caused major service ´ disruptions and damage to goods, from mid-July to the time when the authorities restored law and order on 22 October.

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

Train Operators' Rail Freight Services	2015	2014
Cross-Channel rail freight (million tonnes)	1.42	1.65
Number of journeys	2,421	2,900

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 a series of 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, despite the revival of intermodal and conventional trains, the demise of conventional single wagonload services in France and in Great-Britain has resulted in the loss of more than a third of cross-Channel rail freight traffic, marking a low of 2,097 trains and 1.13 million of tonnes transported in 2010.

In May 2013, with the aim of promoting the development of the freight train traffic of Railway Companies in the Tunnel, Eurotunnel Group launched a program to help start new services (ETICA), extended in June 2014 following its positive results. Between 2010 and 2014, the establishment of ETICA contributed to the growth in traffic of around 40% (38% in number of trains and 46% in tonnage transported) compared to 2010, pursued in the first half of the year 2015.

This growth dynamic was halted abruptly in the summer of 2015 by the intrusion of migrants on the SNCF tracks in Fr ethun, leading ´ to a protracted period of severe disruption of Freight Train Services of rail companies until the situation was remedied by the end of October 2015. This resulted in the loss of half of the cross-Channel rail freight services, shifted either to unaccompanied services or to container transport via the North Sea, or more generally to transportation by road. Eurotunnel Group is working with the British government to find ways and means of restoring the traffic.

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 GB Railfreight 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 (e4,500) 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 at e600 (in 2007 values) of essential cross-Channel service costs (dealing with border restrictions and specialised Class 92 locomotives); 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 2010 and 2014 resulted in an increase in traffic of 38% in terms of the number of trains (and 46% in tonnage transported) compared with 2010, including the creation of new intermodal services and an increase in the transportation of steel, aluminium and vehicle parts.

Originally set up in May 2013, the success of the ETICA growth plan led in June 2014 to the intensification of initiatives to promote rail freight, with the expansion of the program for assistance to ETICA start-ups both over time (opening extended until 2018) and by expansion of eligible categories, along with a 25% reduction of access charges during off-peak night periods for rail freight services. So that these growth efforts can produce their full effect, Eurotunnel Group has also drawn the attention of authorities to the need to address the barriers to development (size, length, capacity, etc.) on existing national networks, which considerably weaken the competitiveness and development of cross-Channel rail freight.

In 2015, these growth efforts suffered a major setback with the loss of half of the cross-Channel rail freight services, resulting from major disturbances owing to intrusion by migrants on the tracks in Fr ethun. Despite the 4% growth in the first half-year, traffic ´ declined sharply by 17% over the year 2015. Eurotunnel Group has already informed the European Commission that the common objectives of growth of the rail freight may not be met.

c) Other income

The Fixed Link generated e16 million in other revenues in 2015, 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.

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 and the Charles Dickens building in Coquelles were refurbished to the highest international airport standards in order to welcome customers in a pleasant environment.

In 1994, a contract was signed for 30 years for the operation of three petrol stations located at the entrance and exit of the two terminals.

The Eurotunnel Group also earns modest revenue from renting advertising boards on both terminals and around the terminal exit routes.

ii) Property business

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

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

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. The Eurotunnel Group, in the interests of sustainable development, has restored the site of the former factory where the tunnel lining segments were made, 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 Eurotunnel Group 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 activity: CIFFCO, the Opal Coast International Railway Training Centre

CIFFCO is a subsidiary 100% owned by Eurotunnel Group, expert in railway operations. CIFFCO is a training centre that is open to all rail operators, infrastructure managers or industrial concerns for their staff training.

CIFFCO provides:

• • an experienced French and British team of specialists in railways-related training;
• • a building entirely devoted to training, located near the French Eurotunnel terminal in Coquelles;
• • powerful and modern driving simulators essential for learning to drive trains;
• • a distance learning platform and modern computer technology, allow new teaching tools to be built, developed and make available
• • accreditations required to run its railway training centre activity; CIFFCO has been approved for over 10 years by the French public rail safety authority EPSF for training in rail security functions in the French railways. CIFFCO is also approved as a body responsible for examinations of general professional knowledge related to train driving.

In 2014, the ''train driver'' training conducted by CIFFCO was officially registered in the French national directory of professional certifications, RNCP (Repertoire national des certifications professionnelles fran ´ cais). This will therefore allow it to issue a ¸ recognised professional qualification. CIFFCO is now the first, and only, private training organisation with the capacity to deliver this qualification alongside the French public operator.

Moreover, since 20 November 2015, CIFFCO is the sole continued education provider in the railways sector whose ''train driver training'' has been recognised for its quality and its results in terms of employability, through the label certification from I-trans, one of the leading world-wide competitiveness clusters in France, and which has become a reference cluster for the railways at the national level.

6.2.3 FIXED LINK: CAPACITIES

a) The System

i) The Tunnel

The number of trains or Shuttles that can pass through the Tunnel every hour is limited. 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 2015, 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.

As part of its five year strategic thinking for the Fixed Link, project Vision 2020, and as indicated in section 6.2.4 of this Registration Document, the Group is working on optimising Tunnel availability itself, notably by spending no more than one night per week (instead of the two at present) on the maintenance of the two rail tunnels, thanks to predictive maintenance tools. A dedicated Tunnel measurement train will circulate each week to deliver a very accurate assessment of the condition of the track, catenary and other equipment, eliminating long on-foot visual inspections.

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;
• • the strengthening of the electrical power supply by replacing the boost converter;
• • reducing the headway 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.

A dedicated optical relay system using 2G, 3G and 4G telephone and GSM-P mobile internet networks enables passengers on Shuttle Services and High-Speed Passenger Trains to use their mobile phones to make calls and access the internet. This was put in place in the north tunnel in 2013 and in the south tunnel in 2014.

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. As stated in section 6.2.4 of this Registration Document, the Terminal 2015 project notably enabled the development of a secure parking area for approximately 370 trucks in Coquelles and an increase in the number of toll booths 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 the quality of service, the Coquelles and Folkestone terminal buildings have been refurbished. In August 2015, the Eurotunnel Group opened a new building dedicated to welcoming pets in Coquelles, bigger, more friendly and safe. 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 more than 1,000 tonnes of

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

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 unit capacity and occupancy 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. For both types of traffic, the increased unit occupancy rate of the trains enables Rail Companies to increase the economic efficiency of their services, thus creating a natural incentive to make optimum use of the Tunnel capacity. In this context, the new e320 trains put into service by Eurostar since November 2015 have a 20% increase in unit capacity compared to the initial fleet, leading to a proportional increase in the Tunnel capacity in terms of the number of passengers.

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 2015, Tunnel availability was 99.74% compared with 99.77% in 2014.

The operational plan aiming to restrict fire risk (Salamander Plan) and the creation of fire-fighting stations (SAFE) contribute towards protecting the infrastructure in case of fire on board a Truck Shuttle. This plan proved effective on 17 January 2015 when the teams had to deal with a small fire on a truck and a section of catenary that had fallen. The implementation of the Salamander Plan enabled the fire to be rapidly contained and damage to be limited.

b) Rail replacement

Rails on the terminals are replaced as part of the routine maintenance programme, without major disruption to commercial services. The strategy implemented 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.

The third in Tunnel rail replacement campaign began in 2014 and will be completed early 2016. The first 73 kilometres were laid in 2014 and 2015 and, the laying of the remaining 27 additional kilometres will take place in 2016. This work is taken advantage of to inspect the sleeper blocks, concrete parts on which the rail rests. 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.

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.

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 component is taken out of service for one to six weeks to undergo an extensive preventive maintenance programme.

The departure cancellation rate for Passenger Shuttle Services due to faults in rolling stock was 1.14% in 2015, compared to 1.4% in 2014. The departure cancellation rate for Truck Shuttle Services due to faults in rolling stock was 1.2% in 2015 compared to 1.4% in 2014. The number of stops in the Tunnel due to faults in rolling stock was 13 in 2015 compared to 26 in 2014. The Eurotunnel Group is implementing simplification and renovation programmes aimed at further reducing future maintenance requirements and improving reliability.

The goal of the LSM (Large Scale Maintenance) programme is to:

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

In 2015, Eurotunnel Group also undertook works for reinforcing the catenary that provides the required traction for the Shuttles and the trains circulating in the rail tunnels.

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 since 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 for 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

The Eurotunnel Group completed the Terminal 2015 project for which works had begun in the summer of 2014 on both terminals.

Concerning the terminal on the French side, the work first focussed on the creation, before check in, of a ''buffer storage'' area, equipped with five lanes from the entrance onto the site up to the tolls, where the number of lanes was increased from four to six. The second major investment in the French terminal is the construction of a secure parking for 370 trucks.

Concerning the terminal on the British side, the infrastructure developments separate the flow of trucks from that of the cars that will run on the ten existing lanes. The trucks have five new lanes before check-in.

The Eurotunnel Group carried out an ambitious security plan in parallel at the Coquelles site, from summer 2015, to prevent intrusion by clandestine migrants into the United Kingdom. Under this plan notably, security fencing and infra-red cameras were installed.

Various other initiatives should increase the reliability and efficiency of the System including, notably, the three third generation Truck Shuttles ordered in early 2015, which will benefit from the latest techniques.

More broadly, as part of a collaborative dynamic, the Eurotunnel Group decided to define and orientate the Fixed Link strategy for the next five years, identifying issues and challenges and deciding on goals to be achieved by 2020 (project Vision 2020).

As part of this improved performance over the long term, several working groups have been set up to bring together broad transverse and collaborative themes, including:

• • Fluidity of the terminals: the project aims to reduce transit times between the arrival of a customer on the site and their boarding a Passenger or Truck Shuttle.
• • Improving the availability of rolling stock: the loss of capacity due to the departure on mid-life maintenance of a Passenger Shuttle in 2017 will be offset by developments on the other eight Passenger Shuttles.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

• • Site security: additional installations will be set up in 2016 to further reinforce site and customer safety.
• • Customer experience: as indicated in section 6.2.2a)ii) of this Registration Document.
• • Improvement of the availability of the infrastructure as specified in section 6.2.3a)i of this Registration Document.
• • Human resources and safety, as indicated in chapter 17 of this registration Document.
• • Revenue optimisation: the creation in particular of flexible pricing according to Truck Shuttle load factors during peak hours.

6.2.5 MYFERRYLINK: MARITIME ACTIVITIES

On 29 June 2015, the operations of the MyFerryLink segment were discontinued. On 10 June, 2015, Eurotunnel Group signed an agreement with the DFDS group on the bareboat charter-out of two ferries, the Berlioz and the Rodin. As mentioned in chapter 22 of this Registration Document, under this agreement, the two ferries are to be leased as of their final delivery date to DFDS, with an option to proceed to their subsequent sale. Given this context, as of the second half year, the Group applied the IFRS 5 ''Non-current assets held for sale and discontinued operations'' to its maritime segment MyFerryLink, and as a result, this business is not included in the reported sales, or the Group's traffic for the year 2015, or in the comparative period (see note A.1 to the consolidated financial statements given in section 20.3.1 of this Registration Document).

This activity generated e52 million of revenue in the first half of 2015, up 33% compared to the same period 2014.

a) MyFerryLink maritime freight business

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

	1ST HALF OF 2015		1ST HALF OF 2014
	Units	Market share (estimated)	Units	Market share
Accompanied and unaccompanied freight( *)	233,584	11.5%	183,913	9.8%

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

b) MyFerryLink passenger maritime business

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

	1ST HALF OF 2015		1ST HALF OF 2014
	Vehicles	Market share (estimated)	Vehicles	Market share
Cars( *)	116,406	5.7%	108,825	5.4%
Coaches( **)	1,073	1.3%	932	1.1%

* 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.

6.3. ACTIVITIES GROUPED WITHIN EUROPORTE

6.3.1 EUROPORTE'S MAIN MARKETS

a) UK rail freight market

The UK rail freight market is valued at about £900 million with GB Railfreight having a current market share of approximately 17%, in the following sectors:

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

In the United Kingdom, the latest figures published in April 2015 for the year show railway freight traffic to be 22.21 billion tonnekilometres net, the second highest in the last twelve years. The year 2013-2014 has recorded the highest growth at 22.71 billion tonne-kilometres net. Traffic increased by 30% since 2006-2007 and by 5% in the 2014-2015 period, with new traffic types which, according to forecasts, are expected to increase four-fold before 2034. These new markets are essential for railways freight to replace the diminishing coal and steel traffic. Aggregates transport is yet another area of considerable growth, up 17% in 2013-2014 and 10% in 2014-2015(4).

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, while rail freight produces three to four times less CO2 per tonne transported than road transport, and up to ten times fewer polluting emissions(5).

The UK's main political parties are in favour of freight distribution by rail, 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(6) 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''(7), 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 2015, French rail freight volumes reached 25.62 billion tonne-kilometres, up 5.7% compared to the same period in 2014 (24.24 billion tonne-kilometres). Europorte in France transported 1.2 billion tonne-kilometres, up 25.8%.

6.3.2 EUROPORTE'S ACTIVITIES IN FRANCE

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 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.

• (4) www.freightonrail.org.uk
• (5) www.freightonrail.org.uk
• (6) www.dft.gov.uk
• (7) www.dft.gov.uk

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

The sales volume generated by Europorte activities in France in 2015 increased considerably compared to 2014, up 6% at e122.7 million.

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 around 250 trains per week in 2015, EPF has a fleet of approximately 70 main line electric and diesel locomotives interoperable with neighbouring European countries. They are used on average by 286 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,
• • guaranteed service through the provision of human and other reliable 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. In 2014, Europorte started a major business of ammonia transportation and in 2015, continued the development of the grain business from a production centre based around Dijon and the Champagne region of Burgundy, making Europorte the main rail operator in this sector in Bourgogne Champagne.

EPF has continued to diversify the goods it transports and its customers, to balance out the risk of seasonal fluctuations in the volumes transported; therefore, no customer exceeds 10% of turnover. 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. EPF ´ continued to develop its range of ''spot'' trains as well as an offering of cross-country trains in response to the needs of customers in the agrifood and automotive sectors, started in 2013, to meet growing demand from rail freight customers for seasonal transport requirements.

All main line locomotives are equipped with GPS positioning and exchange all relevant technical data with the operating and maintenance teams. The command post agents are able to display on their tablet the position of the train, its schedule in relation to its paths, the battery condition, and the amount of fuel in its tank. In turn, drivers are gradually being equipped with tablets incorporating driving documents, traffic information, alert reports etc.

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 around 40 industrial sites and the infrastructure of seven ports, including around 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. Socorail consolidated its delegated port management business with the renewal of the contracts for Nantes Saint Nazaire and La Rochelle (public calls for tender). In 2015, Socorail continued its expansion with wagon maintenance services. This new business complements its logistics activities on industrial sites and local services.

The delegated port infrastructure management sector is Socorail's main business, accounting for 37% of its 2015 revenue, followed by oil/hydrocarbon refining with 22%. The contributions from chemicals and services to the French railway network and port terminals were 13% and 11%, respectively.

c) Europorte Proximit e (EPP) ´

Europorte Proximit e focussed on its maintenance activity of low-power diesel locomotives used by Europorte France and Socorail. ´

d) Bourgogne Fret Service

Europorte, in partnership with its customer Cerevia, (union of agricultural cooperatives), developed its operations as freight forwarder mostly for grain transport. 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 increase its zone of influence. In 2015, Bourgogne Fret Service consolidated its freight forwarder offering to include inland waterway barges on the axis Saone/Rhone.

e) Europorte TCSO

In early 2016, Europorte created a subsidiary Europorte Terminal Container du Sud-Ouest, which will begin operations in 2016. It will operate the container activity of the Grand Port Maritime de Bordeaux transferred to the Verdon terminal following the public call for tender won by Europorte at the end of 2014. EPTCSO will entrust the handling at each end, Verdon maritime terminal and Bruges container terminal in the city of Bordeaux to specialised companies. Europorte France will provide a daily rail shuttle service between these terminals.

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 617 persons and generating turnover of e184 million in 2015, representing an increase of 12% compared to 2014, at constant exchange rates. 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 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 2015, the company renewed several of its existing contracts, including Drax Power, Siniat, and FCC Waste Services. The company has also secured a major new contract with Tarmac for the transport of aggregates.

In 2015, GBRf successfully began providing the traction for the Caledonian Sleeper service between London (Euston station) and Scotland for the franchise operator Serco. The company also started the testing and delivery of the trains for the InterCity Express Programme (IEP) for Hitachi Rail Europe.

The main sectors of GBRf's activity are summarised as follows:

• • Bulk transport: these services represented 45% of GBRf's revenue in 2015. The transport of coal between ports and power stations represents half of this activity and is complemented by the haulage of biomass, aggregates and other hook and haul services.
• • Intermodal transport: the transport of containers is the second largest sector of activity for GBRf (21% of revenue) after bulk transport and infrastructure. This sector is largely concentrated on services out of the Port of Felixstowe, the UK's major container port and 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 recent infrastructure investment at 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 29% of revenue in 2015.

6 DESCRIPTION OF THE EUROTUNNEL GROUP'S ACTIVITIES

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.
• • Rolling stock: GBRf continues to invest in new material, and in 2015 acquired seven new class 66 locomotives in order to support its growth and maintain service quality.
• • 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. Paris Charles de Gaulle, Amsterdam Schiphol, Lyon Saint Exup ery and Li ´ ege 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 Saint-Exup ery to London St Pancras with a stop at ´ Roissy-Charles de Gaulle. 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. In 2014, Euro Carex (Li ege) carried out a detailed survey (financed by the European Commission) relating to terminal settings, including air security. Euro Carex (Lyon) also published the results of a survey concerning handling on the terminal. In 2015, the association entrusted a business plan validation task with customers to the Vice-President Cargo of the Schiphol airport. In parallel, the association appointed a former member of the European parliament to enhance the development of the association in Germany.

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 SE 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.

After having signed in 2013 the connection offers with the two electricity transmission public network, the National Grid in the United Kingdom and the R eseau de Transport d'Electricit ´ e in France, the company obtained in 2014, from the regulatory ´ authorities in both countries and from the European Commission, the regulatory exemption allowing it to trade for 25 years and offer long-term contracts, of a 20-year maximum duration. ElecLink therefore launched in November 2014, a phase of expression of interest during which almost 40 market players expressed interest in being awarded long-term interconnection capacity. These long contracts represent up to 80% (800 MW) of the interconnection. The remaining 20% will be marketed in the form of shortterm contracts to electricity transmission networks, trading or investment companies. The preferred supplier status was granted to qualified companies in the third quarter of 2015. The works are scheduled to begin in 2016 and operations are scheduled to begin in the second half of 2019.

This project represents an investment as described 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.

7. ORGANISATIONAL STRUCTURE

◦ ◦

Groupe Eurotunnel SE (GET SE) is the parent company of the Group. The role of GET SE vis-a-vis its subsidiaries is a simple ` holding role without its own business. On 31 December 2015, as shown in the following chart, the Group consists of a total of 53 subsidiaries, including 19 located in France and 31 located in the United Kingdom.

Non-executive members of the GET SE board of directors are not members of the boards of directors of the subsidiaries. The appointments held by the chairman and chief executive officer in the Group's subsidiaries are listed in Chapter 14 of this Registration Document.

In 2015, the Group was organised around the following three business sectors:

• the Fixed Link segment;
• the Europorte rail freight segment; and
• the MyFerryLink maritime segment, whose commercial activities ceased at the beginning of July 2015.

7.1. FIXED LINK

France Manche SA (FM) and The Channel Tunnel Group Limited (CTG) as Concessionaires, have, under the Concession Agreement, as described in Chapter 22 of this Registration Document, the right and the obligation to operate jointly and severally the Fixed Link. Tangible Concession assets are described in Note O of the consolidated financial statements in chapter 20.3.1 of this Registration Document. These two companies, whose shares are twinned, are the borrowing entities under the current bank financing agreements. FM is a societ´ e anonyme ´ with a board of directors and CTG is a Limited company with a board of directors, the chairman of which is Jacques Gounon. 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. Relations between the employing companies of the Group and the Group's subsidiaries are described in section 17.2 of this Registration Document.

The Centre International de Formation Ferroviaire de la C ote d'Opale (CIFFCO) provides professional training services in the rail ˆ sector and undertakes any activity leading directly or indirectly to the development of the business of a provider of professional training.

Eurotunnel SE heads the distribution in continental Europe (excluding France) of the Truck Shuttle Service activity.

Eurotunnel Financial Services Limited is authorised by the Financial Conduct 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. Eurotunnel Trustees Limited is no longer active.

7.2. EUROPORTE

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

• The French subsidiaries of Europorte SAS: Europorte France (EPF), Europorte Proximit e (EPP), Socorail and Europorte ´ Channel (EPC); Europorte SAS holds 20% of the share capital of Manutention Transport Service SAS (MTS), the corporate purpose of which is the non-cargo handling and maintenance of railway equipment;
• EuroSco: management of the rolling stock belonging to the Europorte companies;
• GB Railfreight Limited (GBRf), a freight operator in the United Kingdom; and
• Bourgogne Fret Services, jointly owned with C erevia. ´ ´

7 ORGANISATIONAL STRUCTURE

7.3. MARITIME ACTIVITIES

The maritime activity comprised the leasing out of the ferries and the marketing of cross-Channel crossings. It is headed by Euro-Transmanche Holding SAS and includes:

• • the entities that own the ferries (Euro-TransManche, Euro- TransManche 3Be, Euro-TransManche 3NPC); and
• • MyFerryLink SAS which carried out the marketing activity.

As mentioned at note A.1 of the consolidated financial statements in section 20.3.1 of this Registration Document, the maritime activity is presented in the financial statements as a discontinued operation.

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 6.4.1 of this Registration Document.

GET Elec Limited acts as holding company for the Group's stake in the ElecLink project, as indicated in section 6.4.2 of this Registration Document.

The transactions to buy floating rate notes described in note Q.1 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 SE and its subsidiaries (provision of services and financing) to structure the following operational and financing flows:

Concerning operational flows, GET SE 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 SE 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 SE 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 SE'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 Elec Limited and EASL.

Segment information, including details of investments in property, plant and equipment and external financial liabilities for each of the segments, is given in note E to the consolidated financial statements set out in section 20.3.1 of this Registration Document.

7.6. SIMPLIFIED ORGANISATIONAL STRUCTURE OF THE EUROTUNNEL GROUP (AT 31 DECEMBER 2015)

2015 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SE 51

8. PROPERTY, PLANT AND EQUIPMENT

◦ ◦

8.1. EUROTUNNEL GROUP'S PROPERTY, PLANT AND EQUIPMENT

On 31 December 2015, the Eurotunnel Group owned or was using the following property, plant, equipment and other moveable assets:

Gross value (f000)	2015	2014
Concession property, plant and equipment
Tunnel	6,549,501	6,549,501
Terminals, and related land and buildings	2,082,535	2,071,925
Fixed equipment and machinery	3,255,801	3,258,580
Rolling stock	2,024,912	2,018,928
Office equipment	113,766	107,649
Assets in the course of construction	106,815	69,597
Other property, plant and equipment
Property, plant and equipment	235,180	273,822
Total	14,368,510	14,350,002

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. As set out in notes A.1 and D to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document, the ferries owned by the Euro-Transmanche companies are treated as assets held for sale at 31 December 2015.

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.

Investments are 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 AA 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	54
9.2.	COMPARISON OF FINANCIAL YEARS ENDED 31 DECEMBER 2014 AND 31 DECEMBER 2015	54
9.2.1	Summary	54
9.2.2	Fixed Link Concession segment	56
9.2.3	Europorte segment	57
9.2.4	Operating margin (EBITDA)	58
9.2.5	Operating profit (EBIT)	58
9.2.6	Net result from continuing operations	58
9.2.7	Net result from discontinued operations: MyFerryLink segment	59
9.2.8	Net consolidated result	59

9 REVIEW OF FINANCIAL RESULTS

Pursuant to EC Regulation 1606/2002 of 19 July 2002 on the application of international accounting standards, the consolidated financial statements of GET SE for the financial year ended 31 December 2015 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union at 31 December 2015.

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 2013 and 31 December 2014 as found in chapter 9 of the 2013 and 2014 Registration Documents respectively, and the financial statements relating to the years ended 31 December 2013 and 31 December 2014 as found in paragraph 20.3.1 of the 2013 and 2014 Registration Documents respectively, are included by way of reference in this Registration Document.

The following information relating to Groupe Eurotunnel SE'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 2014 AND 31 DECEMBER 2015

Given the context described in note A.1 of Groupe Eurotunnel SE's consolidated financial statements contained in paragraph 20.3.1 of this Registration Document, the Group considers that in the second half of 2015, the conditions for the application of IFRS 5 ''Non-current Assets Held for Sale and Discontinued Operations'' are applicable to its maritime segment MyFerryLink (see note D to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document). Accordingly, the net result of the MyFerryLink segment for the current and previous financial years is presented as a single line in the income statement called ''Net result from discontinued operations''.

In order to enable a better comparison between the two years, the 2014 consolidated income statement presented in this section has been recalculated at the exchange rate used for the 2015 income statement of £1=e1.375.

9.2.1 SUMMARY

The Group's consolidated revenues in 2015 amounted to e1,222 million, an increase of e54 million (+5%) compared to 2014. Operating costs totalled e680 million, an increase of e51 million (+8%). EBITDA, improved by e3 million to e542 million; no account has been taken of the claim made to the Intergovernmental Commission amounting to e29 million relating to the disruptions to the Fixed Link's traffic caused by the attempted intrusions by migrants during 2015. After taking into account a e9 million reduction in depreciation charges, the trading profit improved by e12 million to e390 million. Net finance costs reduced by e22 million as a result of lower inflation rates. The Eurotunnel Group's result for continuing operations for the 2015 financial year was a profit of e107 million, an improvement of e21 million compared to 2014.

The consolidated net result for 2015, after taking into account discontinued operations, was a profit of e100 million, an improvement of e26 million compared to the 2014 restated net result of e74 million.

Free Cash Flow(1) of e157 million was generated in 2015 compared to e155 million in 2014. At 31 December 2015, the Group held cash balances of e406 million (e385 million at 31 December 2014).

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

REVIEW OF FINANCIAL RESULTS 9

		2014		Variance	2014
f MILLION	2015	restated(,*)	gM	%	published(**)
Exchange rate g/£	1.375	1.375			1.258
Fixed Link	915	887	28	3%	847
Europorte	307	281	26	9%	267
Revenue	1,222	1,168	54	5%	1,114
Fixed Link	(392)	(366)	26	7%	(354)
Europorte	(288)	(263)	25	10%	(251)
Operating costs	(680)	(629)	51	8%	(605)
Operating margin (EBITDA)	542	539	3	0%	509
Depreciation	(152)	(161)	(9)	-6%	(161)
Trading profit	390	378	12	3%	348
Other net operating (charges)/income	(3)	3	6		3
Operating profit (EBIT)	387	381	6	2%	351
Share of result of equity-accounted
companies	(1)	(1)			(1)
Net finance costs	(263)	(285)	(22)	-8%	(272)
Net other financial charges	(8)	(5)	(3)		(5)
Pre-tax profit from continuing
operations	115	90	25	28%	73
Income tax expense	(8)	(4)	(4)		(4)
Net profit from continuing
operations	107	86	21		69
Net loss from discontinued operations	(7)	(12)	5		(12)
Net consolidated profit for the year	100	74	26		57

* Restated at the rate of exchange used for the 2015 income statement (£1=f1.375).

** Restated in application of IFRS 5 following the ending of the MyFerryLink segment's activities.

The evolution of the pre-tax result from continuing operations by segment compared to 2014 is presented below:

f MILLION
Improvement/(deterioration) of result	Fixed Link	Europorte	Total Group
Pre-tax result: 2014 restated at the 2015 exchange rate	75	15	90
Improvement/(deterioration) of result:
Revenue	+28	+26	+54
Operating expenses	-26	-25	�51
EBITDA	+2	+1	+3
Depreciation	+10	-1	+9
Trading result	+12	–	+12
Other net operating income/charges	+8	-14	�6
Operating result (EBIT)	+20	�14	+6
Net financial charges and other	+22	–	+22
Net other financial charges	-3	–	�3
Total changes	+39	�14	+25
Pre-tax result from continuing operations for 2015	114	1	115

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.

f MILLION	2015	2014		Variance
Exchange rate g/£	1.375	1.375	gM	%
Shuttle Services	580	552	28	+5%
Railway Network	319	319	–	+0%
Other revenue	16	16	–	+2%
Revenue	915	887	28	+3%
External operating costs	(215)	(204)	+11	+6%
Employee benefits expense	(177)	(162)	+15	+9%
Operating costs	(392)	(366)	+26	+7%
Operating margin (EBITDA)	523	521	+2	+0%
EBITDA/revenue	57.1%	58.8%

a) Fixed Link Concession revenue

Revenue generated by this segment, which in 2015 represented 75% of the Group's total revenue, increased by 3% compared to 2014, to e915 million.

i) Shuttle Services

Traffic (number of vehicles)	2015	2014	Change
Truck Shuttle	1,483,741	1,440,214	+3%
Passenger Shuttle:
Cars( *)	2,556,585	2,572,263	-1%
Coaches	58,387	63,059	-7%

* Includes motorcycles, vehicles with trailers, caravans and motor homes.

Shuttle Services' revenue for 2015 amounted to e580 million, up 5% (e28 million) compared to the previous year.

Truck Shuttle

The strong growth in the cross-Channel Short Straits truck market in the first half of 2015 (+8%) slowed down in the second half (+1%) as a result of the problems caused by the migrant crisis in Europe and in particular in the Calais area, to give a full-year growth estimated at 4% compared to 2014. Fixed Link truck traffic increased by 3% and its market share was at 37% for the year despite the disruptions caused by the attempted intrusions by migrants, especially between June and October 2015. Following the security measures put in place around the Coquelles site, the activity improved significantly from the end of October, and the months of November and December were each record months for truck traffic. The 1,483,741 trucks carried during 2015 is the most carried in a year since the opening of the Tunnel in 1994.

Passenger Shuttle

The cross-Channel Short Straits car market grew by approximately 3% in the first half of 2015 but was badly affected by the migrant situation in the Calais area from June 2015 and by the terrorist attacks in Paris in November, and as a result contracted by 3% for the year as a whole compared to 2014. Despite this market contraction, the Fixed Link's share of the car market increased by a point to 52.6% for 2015, a record since operations began.

Also affected by the disturbing events of the year and in particular by the terrorist attacks and the states of emergency in Paris and Brussels from mid-November, the cross-Channel Short Straits coach market contracted by approximately 3% compared to 2014, and the Fixed Link's share of the coach market reduced by two points to 37.7%.

ii) Railway Network

Traffic	2015	2014	Change
High-Speed Passenger Trains (Eurostar):
Passengers( *)	10,399,267	10,397,894	+0%
Train Operators' Rail Freight Services( **) :
Number of tonnes	1,420,826	1,648,047	-14%
Number of trains	2,421	2,900	-17%

* 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 e319 million in 2015 from the use of its Railway Network by Eurostar's High-Speed Passenger Trains and by the Train Operators' Rail Freight Services.

The number of Eurostar passengers using the Tunnel remained stable in 2015 compared to 2014. Traffic at the beginning of the year had been affected by the terrorist attacks in Paris in January, but then went on to benefit both from growth in demand and the launch of a direct service from London to Lyon and Marseille. In the third quarter of 2015, traffic was impacted firstly by the migrant crisis, and then, more significantly from mid-November, by the attacks in Paris and the states of emergency in Paris and Brussels.

The number of rail freight trains increased by 4% in the first half of 2015, mainly due to an increase in intermodal transport and to the favourable impact of ETICA (Eurotunnel Incentive for Capacity Additions), the financial assistance scheme to start up new services. However, the many incidents related to intrusions by migrants at the SNCF site at Calais Frethun from June badly affected the rail freight activity and forced railway operators to periodically suspend night-time rail freight traffic. As a result, the number of rail freight trains was sharply down, by 17%, for the year as a whole.

b) Fixed Link Concession operating costs

The Fixed Link segment's operating costs amounted to e392 million in 2015, an increase of 7% compared to 2014. This e26 million increase was due mainly to:

• • the impact of increased activity on staff costs, maintenance and other operating costs totalling e15 million, and
• • e8 million additional costs resulting from increased security measures following the significant influx of migrants to the Calais area (e7 million, net of reimbursements received from the authorities) and the introduction of the new passport controls for people leaving the UK imposed by the UK government from April 2015 (e1 million).

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 and Socorail in France.

f MILLION	2015	2014		Variance
Exchange rate g/£	1.375	1.375	gM	%
Revenue	307	281	26	+9%
External operating costs	(178)	(163)	+15	+9%
Employee benefits expense	(110)	(100)	+10	+10%
Operating costs	(288)	(263)	25	+10%
Operating margin (EBITDA)	19	18	+1	+7%

a) Europorte revenues

The increase of e26 million in Europorte's revenues (9%) has been generated mainly by new contracts started in 2015 and by the full-year effect of contracts started in 2014.

b) Europorte operating costs

Operating costs increased by 10% reflecting both the growth in activity as well as the additional costs resulting from the start-up of new contracts concluded in 2015.

9.2.4 OPERATING MARGIN (EBITDA)

EBITDA by business segment evolved as follows:

f MILLION	Fixed Link	Europorte	Total Group
EBITDA 2014 restated	521	18	539
Improvement/(deterioration):
Revenue	+28	+26	+54
Operating costs	-26	-25	�51
Total	+2	+1	+3
EBITDA 2015	523	19	542

At e542 million in 2015, the Group's operating margin improved by e3 million compared to 2014. The Fixed Link's EBITDA was affected by the impact of the terrorist attacks in Paris in particular on Passenger Shuttle and Eurostar traffic, as well as by the consequences on revenue and operating costs of the attempted intrusions by migrants. A claim for e29 million has been made to the Intergovernmental Commission relating to the disruptions to the Fixed Link's traffic caused by the attempted intrusions by migrants during 2015. As at 31 December 2015, no income has been accounted for in respect of this claim.

9.2.5 OPERATING PROFIT (EBIT)

Depreciation charges reduced by e9 million as a result of the end of depreciation on certain Fixed Link assets which were amortised over 20 years.

The operating profit for the 2015 financial year was e387 million compared to e381 million in 2014.

9.2.6 NET RESULT FROM CONTINUING OPERATIONS

At e263 million in 2015, net finance costs decreased by e22 million compared to 2014 as a consequence of the decrease in inflation rates and the resulting beneficial effect on the interest and on the revaluation of the index-linked tranche of the debt. The operation to simplify the debt structure (see note A.2 to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document) was carried out near the end of 2015 and so had no impact on the interest charges for the period.

The ratio of the Group's consolidated EBITDA to its finance costs (excluding indexation) is 2.1 at 31 December 2015 (2014: 2.1).

''Net other financial income and charges'' in 2015 include e17.5 million of consent fees relating to the operation to simplify the debt concluded in 2015 (see note A.2 to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document), and e3 million of net exchange gains compared to e13 million of net exchange losses in 2014. This line also includes interest receivable on the floating rate notes of e7 million (2014: e7 million).

The Eurotunnel Group's pre-tax result for continuing operations for the 2015 financial year was a profit of e115 million, an increase of e25 million compared to 2014 at a constant exchange rate.

In 2015, income tax expense included a charge of e3 million relating to tax on dividends (3% of the e97 million dividend paid in 2015), an income tax charge of e12 million and a net deferred tax credit of e7 million.

The Eurotunnel Group's post-tax result for continuing operations for the 2015 financial year was a profit of e107 million, an increase of e21 million at a constant exchange rate.

9.2.7 NET RESULT FROM DISCONTINUED OPERATIONS: MYFERRYLINK SEGMENT

The Eurotunnel Group's maritime subsidiaries ''MyFerryLink'' leased their three ships to SCOP SeaFrance (an operating company outside the Eurotunnel Group) and marketed the cross-Channel crossings for tourist and freight vehicles. The Group's three ferries operated on the cross-Channel Short Straits market between Dover and Calais until the end of June 2015.

f MILLION	2015	2014
Revenue	52	93
Operating costs	(57)	(104)
Operating margin (EBITDA)	(5)	(11)
Depreciation	(4)	(5)
Trading loss	(9)	(16)
Other net operating charges	(1)	–
Operating loss	(10)	(16)
Income tax expense	3	4
Net result of discontinued operations	(7)	(12)

The segment generated revenues of e52 million in 2015, of which e6 million was from the lease of the ferries to SCOP SeaFrance in the first half of the year.

Operating costs of e57 million for 2015 mainly comprise the purchase of ferry crossings from SCOP SeaFrance as well as port fees linked to traffic transported, commercial and administrative costs.

Other net operating charges represent cost associated with the cessation of the maritime activity.

9.2.8 NET CONSOLIDATED RESULT

The net consolidated result after tax for the Eurotunnel Group for the 2015 financial year was a profit of e100 million compared to a profit of e74 million restated for 2014, an improvement of e26 million.

10 CASH FLOW AND SHARE CAPITAL

10. CASH FLOW AND SHARE CAPITAL

◦	◦
10.1.	INFORMATION CONCERNING THE EUROTUNNEL GROUP'S SHARE CAPITAL	61
10.2.	CASH FLOWS IN 2015 AND 2014	61
10.2.1	Cash flow from operating activities	61
10.2.2	Cash flow from investing activities	61
10.2.3	Cash flow from financing activities	62
10.3.	BORROWING CONDITIONS AND FINANCING STRUCTURE OF THE EUROTUNNEL GROUP	62
10.4.	RESTRICTIONS ON THE USE OF CAPITAL RESOURCES	62
10.5.	SOURCES OF FUNDS FOR FUTURE INVESTMENTS	62
10.6.	DEBT SERVICE COVER RATIOS	62
10.7.	NET DEBT TO EBITDA RATIO	63
10.8.	FREE CASH FLOW	63

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 SE'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 SE which remains in effect at the date of this Registration Document.

10.2. CASH FLOWS IN 2015 AND 2014

In order to enable a better comparison between the two years, the 2014 cash flow presented in this section has been recalculated at the exchange rate used for the statement of financial position at 31 December 2015 of £1=e1.362.

f MILLION	2015	2014 restated( *)	Variance	2014 published
Exchange rate g/£	1.362	1.362		1.284
Net cash inflow from trading	556	508	+48	498
Other operating cash flows and taxation	(12)	5	-17	4
Net cash inflow from operating activities	544	513	+31	502
Net cash outflow from investing activities	(106)	(78)	-28	(77)
Net cash outflow from financing activities	(432)	(335)	-97	(329)
Increase in cash in year	6	100	�94	96

* Restated at the rate of exchange used for the statement of financial position at 31 December 2015 (£1=f1.362).

10.2.1 CASH FLOW FROM OPERATING ACTIVITIES

Net cash inflow from trading in 2015 increased by e48 million at a constant exchange rate compared to 2014, to e556 million.

Net other operating cash flows and taxation decreased by e17 million as a result of a one-off indemnity received in 2014 and an increase in taxation paid of e5 million.

Net cash inflow from operating activities increased by e31 million to e544 million. This is explained mainly by:

• • a net increase of e32 million for the Fixed Link activity;
• • stable operating cash flows for the Europorte activity; and
• • a net improvement of e18 million in operating cash flows from the MyFerryLink segment's activity which reflects the termination of the activity at the end of June and includes the recovery of receivables in the second half of the year.

10.2.2 CASH FLOW FROM INVESTING ACTIVITIES

Net cash flow from investing activities increased from e78 million in 2014 (restated at the 2015 exchange rate) to e106 million in 2015. In 2015, this included:

• • net payments of e74 million relating to the Fixed Link (2014: e40 million) of which e19 million was spent on the Terminal 2015 project, e15 million on rolling stock, e8 million (net of reimbursements received) on the security reinforcements, e7 million on replacing rails in the Tunnel and e7 million on the GSM-R project;
• • net payments of e59 million for Europorte, mainly as part of the acquisition of new locomotives in the UK and France to develop the activity. Expenditure of e26 million was subsequently refinanced by sale and lease back transactions; and
• • net receipts of e2 million, including the reimbursement of a guarantee deposit relating to ElecLink Limited's activity.

10 CASH FLOW AND SHARE CAPITAL

10.2.3 CASH FLOW FROM FINANCING ACTIVITIES

Net cash outflow from financing activities in 2015 amounted to e432 million compared to e335 million in 2014 restated at the 2015 exchange rate. During 2015, it comprised mainly:

• • e254 million of interest paid on the Term Loan, associated hedging transactions and other loans (2014 restated: e255 million),
• • e39 million paid in respect of scheduled repayments on the Term Loan and other loans (2014 restated: e36 million),
• • e97 million paid in dividends (2014: e81 million),
• • e42 million paid in respect of consent fees in relation to the transaction to simplify the debt structure (see note A.2 to the consolidated financial statements contained in paragraph 20.3.1 of this Registration Document),
• • e14 million paid in respect of the share buy back programme,
• • e4 million received in respect of a finance lease taken out to refinance the re-engineering of locomotives by GBRf,
• • e3 million received in relation to the exercise of share options, and
• • interest received totalling e9 million of which e6 million was in respect of the floating rate notes owned by the Group (2014: e9 million of which e6 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

The main future investments for the Fixed Link are expected to be self-funded. In 2015, the Group used e13.5 million from the ''Capex Reserve'' account which is intended to finance long-term investment projects. The balance of this account (e35 million at the exchange rate at 31 December 2015) will serve to finance major investment programmes such as the purchase of the three new Truck Shuttles and the other projects described in chapter 5 of this Registration Document.

Acquisitions of rolling stock for Europorte may be funded by external loans or sale and leaseback transactions. Investments in respect of the ElecLink project are described in paragraph 5.2 of this Registration Document.

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 must 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 must 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 SE at 31 December 2015 were 1.83 and 1.64 respectively, and thus the financial covenants for the period were respected.

10.7. NET DEBT TO EBITDA RATIO

The Group defines its net debt to EBITDA ratio as the ratio between financial liabilities less the value of the floating rate notes and cash and cash equivalents held by the Group, and consolidated EBITDA. At 31 December 2015, the ratio was 6.5 compared to 7.0 at 31 December 2014.

f MILLION	31 December 2015	31 December 2014
Non-current financial liabilities	4,017	4,040
Current financial liabilities	47	44
Total financial liabilities	4,064	4,084
Floating rate notes	(161)	(156)
Cash and cash equivalents	(406)	(385)
Net debt	3,497	3,543
EBITDA( *)	542	509
Net debt/EBITDA	6.5	7.0
Statement of financial position exchange rate f/£	1.362	1.284
Income statement exchange rate f/£	1.375	1.258

* EBITDA 2014 restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities.

The Group believes this ratio to be more appropriate and better adapted to its structure and performance than the long term debt to asset ratio presented until 2014.

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).

At e157 million in 2015, Free Cash Flow is at the same level as in 2014 (restated at the exchange rate at 31 December 2015) despite increased capital expenditure, mainly as a result of the increase in operating cash flows (see paragraph 10.2 above for more details).

	31 December	31 December 2014
f MILLION	2015	restated	published
Exchange rate g/£	1.362	1.362	1.284
Net cash inflow from operating activities	544	513	502
Net cash outflow from investing activities	(106)	(78)	(77)
Interest paid on loans and hedging instruments	(254)	(255)	(248)
Scheduled debt repayments	(39)	(36)	(35)
Interest received and other receipts	12	13	13
Free Cash Flow	157	157	155

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 improving the performance of its rolling stock and the reliability of its infrastructure as well as the reinforcement of the safety of its customers.

The Eurotunnel Group has launched a programme of study for the design of a new generation of Truck Shuttles and for the redefinition of the Passenger Shuttles. This comprehensive research programme builds on innovative projects such as the design of new superstructures on its Truck Shuttles (wind deflectors combining the functions of the protection provided by the pagodas with energy savings by improving aerodynamics), the design of new floors for the Truck Shuttles and of new fire doors in the Passenger Shuttles. The purpose of this programme is to significantly increase the level of performance and reliability of the rolling stock.

Moreover, in order to deal with ever more intense operational issues specific to it, the Eurotunnel Group has initiated a research programme in order to develop a new sleeper block (a piece of concrete on which the rail is laid) which is stronger in order to meet the demands of usage constraints and increased traffic. This project uses internal resources and those of external partners, whose railway and materials expertise provides a better understanding of the phenomena and the development of innovative solutions to overcome identified technical issues.

The teaching and research professorship for ''railway transport sciences'' set up by the Eurotunnel Group with the Ecole Nationale des Ponts et Chauss ees, whose purpose is to carry out research on evolutions in technical infrastructure, analysis of its life cycle, ´ the design of intelligent rail systems and the understanding of the phenomena of density, has been particularly occupied by this project.

The Group has reinforced its fire prevention policy by developing a new solution for detecting and extinguishing a fire onboard its locomotives. This project, carried out with various experts in fire-fighting, resulted in the completion of tests in the laboratory and on site, in order to validate system performance.

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 Foundation for Scientific Cooperation and a test centre. Railenium's mission is to provide a platform for rail infrastructure research and development, 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 Foundation's partners include seven research and training organisations, 15 industrial companies involved in construction, services and engineering, and three infrastructure operators (SNCF R eseau, SNCF and the ´ Eurotunnel Group). An agreement was signed between Eurotunnel and Railenium on 11 March 2015, which allows members of Railenium to carry out stress testing of materials, to characterise the mechanical demands on infrastructure and to validate new digital path models of the track on the Eurotunnel network in order to carry out innovative projects.

RESEARCH AND DEVELOPMENT, TRADEMARKS, PATENTS AND LICENCES 11

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, such as ''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 420 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.

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 a patent for an auto-convergent maintenance system for complex high-volume equipment.

12. INFORMATION ABOUT TRENDS

◦ ◦

The main trends relating to or affecting the Eurotunnel Group's operations are described in chapters 6 and 9 of this Registration Document.

The Eurotunnel Group has been pursuing a development strategy based on long-term value creation for several years now. This strategy, built into various competitiveness improvement plans, is based on the major strengths of the Group:

• a unique expertise as Concessionaire of the Fixed Link, a factor that offers great credibility in front of partners;
• a continuously improving service offer; and
• an economic model based on solid foundations.

These major strengths are deployed in the context of a migratory crisis of an unprecedented scale in Europe and the persistent terrorist threat. In this new environment, the Eurotunnel Group's strategy combines performance and quality of service, and to that end, the Group has placed human capital at the heart of this strategy, at the service of its customers.

According to the terms of the Concession Agreement, it is the Concessionaires' task to operate the Fixed Link, and the States' task to implement the means required to ensure a continuous and smooth flow of traffic. Since 1994, this fast, eco-friendly land link has become a vital link between the United Kingdom and the Continent. To preserve the smooth flow of exchanges with the United Kingdom that was upset in the autumn of 2015 by the impacts of the migration crisis, the two States, in their sovereign capacity, contributed to putting into place a high-level of protection for the Fixed Link, which has ensured, for several months now, the sealing of the borders. Over the long term, it is planned to continue to reinforce the security of the site.

The Short Straits truck market continued to grow in 2015 despite the disruptions in the geopolitical situation. The Eurotunnel Group has set itself the goal to consolidate, and in certain segments, strengthen its position in this expanding market through investments intended to increase the number of Truck Shuttles and the availability of rolling stock and to improve traffic flows, notably through the Terminal 2015 project. Expansion works on the Coquelles and Folkestone terminals and the three new Truck Shuttles it has ordered have been carried out, in order to be able, by 2020, to cater for:

• 2 million trucks;
• 3 million cars; and
• 13.5 million high-speed train passengers.

The Eurotunnel Group shall focus on the Group-wide strengthening of its growth drivers in 2016, such as the Europorte segment that offers a vast range of integrated rail freight services across Europe, while at the same time reaffirming the priorities of safety and service quality and pursuing the projects to develop the tunnel infrastructure in promising markets such as ElecLink, a major project for laying an electrical interconnector between France and Great Britain.

The Eurotunnel Group will continue to prepare for the future by working on the second phase of its debt refinancing project, particularly the floating-rate portions, to minimise in the long term, all things being equal, the Group's debt service cost.

The Group has set itself the financial objective of e560 million in EBITDA in 2016, which includes the potential consequences of further episodes of the migration crisis or terrorist acts, and on the same assumptions, e605 million in 2017 (based on an exchange rate of £1=e1.375).

This objective is based on data, assumptions and estimations deemed reasonable. In particular, they take account of the consequences of the geopolitical context and may change or be modified owing to uncertainties, particularly in the economic, financial, competitive and regulatory environments. In addition, the occurrence of certain risks described in Chapter 4 ''Risk Factors'' of this Registration Document would have an impact on the Group's activities and its ability to achieve its objectives. Furthermore, achieving the objectives implies the successful implementation of the strategy presented in Chapter 6 ''Description of the Eurotunnel Group's activities'' of this Registration Document. The Eurotunnel Group does not therefore make any commitments nor does it give any guarantee that the objectives will be met and the forward-looking information contained in this chapter cannot be used to make profit forecasts.

13. FORECASTS

◦ ◦

The Group does not publish forecasts.

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

◦ ◦

14.1.	BOARD OF DIRECTORS	69
14.2.	COMPOSITION OF THE COMMITTEES OF THE BOARD OF DIRECTORS	75
14.3.	GENERAL MANAGEMENT	75
14.4.	CONFLICTS OF INTEREST WITHIN THE BOARD OF DIRECTORS, THE MANAGEMENT AND SUPERVISORY BOARDS AND IN GENERAL MANAGEMENT	78
14.5.	DIRECTORS' INTERESTS IN GET SE'S SHARE CAPITAL AS AT THE DATE OF THIS REGISTRATION DOCUMENT	78
14.6.	STATEMENTS REGARDING DIRECTORS AND OFFICERS	78
14.7.	CONCESSION COORDINATION COMMITTEE	79

14.1. BOARD OF DIRECTORS

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

Name	Position	Gender	Nationality 1st Term	Start of	Date of last renewal	Date term expires	Years on the board
Corporate Officers
Jacques Gounon	Chairman and Chief Executive Officer	M	French	2007	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	9
Non independent Directors
Philippe Camu	Director	M	Belgian	2010	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	6
Independent Directors
Patricia Hewitt	Director	F	Australian	2010	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	6
Peter Levene	Director	M	British	2012	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015	4
Colette Lewiner	Director	F	French	2012	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015	4
Colette Neuville	Director Chairwoman of the Remuneration and Nomination Committee Senior Independent Director	F	French	2007	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015	9
Perrette Rey	Director	F	French	2013	N/A	General meeting called to approve the financial statements for the year ending 31 December 2015	3
Robert Rochefort	Director Chairman of the Audit Committee	M	French	2007	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	9
Jean-Pierre Trotignon	Director Chairman of the Safety and Security Committee	M	French	2010	26 April 2012	General meeting called to approve the financial statements for the year ending 31 December 2015	6
Philippe Vasseur	Director	M	French	2007	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	9
Tim Yeo	Director Chairman of the Strategy and Sustainable Development Committee	M	British	2007	29 April 2014	General meeting called to approve the financial statements for the year ending 31 December 2017	9

The terms of Colette Neuville, Colette Lewiner, Perrette Rey, Jean-Pierre Trotignon and Peter Levene expire at the end of the general meeting on 27 April 2016. Their renewal will be proposed to shareholders at the general meeting.

The table below sets out the appointments held by members of the board of directors of GET SE 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	A ´ eroports de Paris	Euronext Paris
Philippe Camu	Partner-Managing Director	The Goldman Sachs Group, Inc	New York Stock Exchange
Patricia Hewitt	None	None	None
Peter Levene	Director	China Construction Bank (Asia) Corporation Limited	Shanghai
Colette Lewiner	Director	Bouygues/Colas (Bouygues' subsidiary)	Euronext Paris
	Director	Nexans (S.A.)	Euronext Paris
	Director	Ingenico Group (SA)	Euronext Paris
	Director	EDF	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	None	None	None
Tim Yeo	Chairman of the board of directors	AFC Energy PLC	AIM London

The table below lists the companies outside the Eurotunnel Group in which members of the board of directors of GET SE 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 2015
	Member of the remuneration committee	Associated British Ports	2006 to 2015
	Director	ABP Subholdings UK Ltd	2006 to 2015
	Director	ABP Acquisitions UK Ltd	2006 to 2015
	Director	ABP Bonds UK Ltd	2006 to 2015
	Director	ABP Mezzanine Holdco UK Ltd	2006 to 2015
	Alternate Director	ABP Finance Plc	2011 to 2015
	Director	ABPA Holdings Ltd	2011 to 2015
	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	Until 2012
	Director	LNi Verkko	Until 2012

70 2015 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SE

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Patricia Hewitt	Senior Independent Director	BT Group plc	2008 to 2014
	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 2014
	Member of the Asia-Pacific Advisory Committee	Barclays Group plc	2009 to 2012
Peter Levene	Chairman of the board	General Dynamics United Kingdom 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
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
	Independent Director, member of the accounts committee	Colas (S.A.)	2011 to date
	Independent Director	Ingenico Group (S.A.)	2015 to date
	Director, member of the audit committee and chairwoman of ethics committee	EDF	2014 to date
	Chair of the board of directors	TDF (SAS)	2010 to date
	Independent Director, chairwoman of the remuneration and appointment committee	Crompton Greaves	2013 to 2016(1)
	Independent Director, member of the audit committee	TGS Nopec Geophysical Company (ASA) – Norway	2006 to 2015
	Independent Director	Lafarge SA	2010 to 2014
	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
	Director	´ Num ericable-SFR	2014 to 2016
	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
Perrette Rey	None	None	None
Robert Rochefort	Director	BNP Paribas Personal Finance (CETELEM)	2003 to date
	Director, co-chairman	ObSoCo (Observatory of Society and Consumption)	2013 to date

(1) End of current term: March 2016

Name	Other positions held outside the Eurotunnel Group	Company	Dates
Jean-Pierre Trotignon	Member of the supervisory board	Plastic Omnium Environnement SAS (extension of scope of Compagnie Signature SAS)	2000 to 2015
	Director	BG Bonnard et Gardel Holding SA (Switzerland)	2011 to date
	Chairman of the board of directors	BG Bonnard et Gardel Holding SA (Switzerland)	2015 to date
Philippe Vasseur	Chairman of the supervisory board	Banque Commerciale du March e Nord ´ Europe	2000 to 2015
	Director	Bonduelle SAS	2008 to date
	Chairman of the board of directors	´ e ´ Caisse de Cr edit Mutuel Lille Libert (soci et ´ e coop ´ erative de cr ´ edit ´ a capital ` variable)	2005 to 2016(2)
	Chairman of the board of directors	Caisse F ed ´ erale du Cr ´ edit Mutuel Nord ´ Europe (soci et ´ e anonyme coop ´ erative) ´	2000 to 2015
	Director	Caisse Solidaire du Cr edit Mutuel Nord ´ Europe (soci et ´ e coop ´ erative de cr ´ edit ´ a ` capital variable)	2005 to 2015
	Director	Caisse Centrale du Cr edit Mutuel ´	2014 to 2016
	Director	CIC SA	2001 to 2015
	Permanent representative – CFCMNE (Director)	Groupe des Assurances du Cr edit Mutuel ´	2005 to 2015
	Chairman	Chamber of industry and commerce of the Nord-Pas-de-Calais Region (public body)	2011 to 2016(3)
	Chairman of the supervisory board	Groupe La Fran ¸caise	2006 to 2015
	Director	Holder SAS	2005 to 2013
	Permanent Representative – CFCMNE (Censeur)	LOSC Lille M etropole ´	2005 to 2015
	Chairman of the supervisory board	Nord Europe Assurances SA	2006 to 2015
	Director	Nord Europe Partenariat	2009 to 2015
	Chairman of the board of directors	Soci et ´ e de D ´ eveloppement R ´ egional de ´ Normandie	2001 to 2013
	Director	BKCP Immo IT SCRL (ex BKCP SCRL) (Belgium)	2001 to 2015
	Director	BKCP Securities (SA) (Belgium)	2005 to 2013
	Chairman of the board of directors	´ Cr edit Mutuel Nord Europe Belgium (SA) (Belgium)	2000 to 2015
	Director	´ BKCP Banque (ex Cr edit Professionnel SA) (Belgium)	2000 to 2015
	Member of the supervisory board	La Fran ¸caise AM Private Bank (SA) (Luxembourg)	2011 to 2014
	Permanent representative – CMNE Belgium	Mobilease (SA) (Belgium)	2009 to 2015
	Vice-chairman of the board of directors	Beobank	2012 to 2015
	Permanent Representative – CMNE Belgium	Alverzeele (SA)	2009 to 2011

(2) End of current term: April 2016

(3) End of current term: May 2016

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 2014
	Director	TMOTMO Renewable Energy Group Limited	2013 to 2014
	Director	TMO Bio Tech Limited	2013 to 2014
	Director	Anacol Holdings Limited	1979 to date
	Director	Adeptt Ltd	2013 to 2014
	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

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

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

Jacques Gounon

Jacques Gounon, 62, 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 SE in 2007. He is a director of A eroports de ´ Paris and the French association of companies limited by shares (ANSA).

Philippe Camu

Philippe Camu, 48, 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 Redexis Gas (formerly Endesa Gas). He became a member of the board of Groupe Eurotunnel SE on 26 May 2010.

Patricia Hewitt

Patricia Hewitt, 67, 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 became a member of the board of directors of Groupe Eurotunnel SE on 26 May 2010.

Peter Levene

Peter Levene, 74, 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 was a member of the House of Lords economic affairs committee from 2008-2013. 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 SE was ratified by the general meeting held on 26 April 2012.

Colette Lewiner

Colette Lewiner, 70, is a graduate of the Ecole Normale Sup erieure and holds a degree and doctorate in physics. She is a director ´ of Nexans, Groupe Bouygues, EDF, Ingenico 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) ''Energie Utilities and Chemicals''. 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 SE was ´ ratified by the general meeting held on 26 April 2012.

Colette Neuville

Colette Neuville, 79, 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 ATOS and of two defence associations of savers (Faider and ARCAF). 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 and since ´ 2011, the club of the Chairmen/women of remuneration committees at IFA (French institut of Directors). She became a director of TNU on 15 December 2005. She has been a director of GET SE 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, 73, 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. In 1997 she joined the Banques Populaires group where she was successively in charge of strategy, budget, finance and IT 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 SE and her appointment was ratified by the general meeting on 15 May 2013.

Robert Rochefort

Robert Rochefort, 60, 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 master's 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. He is a director at BNP Paribas Personal Finance (Cetelem). He is a director of the ObSoCo (consumption and society observatory) (SAS) and vice-chairman of the consumption of european centre in Kehl (Germany) (Association German-French) since 2014. He has been a director of GET SE since 9 March 2007 and chairs the audit committee.

Jean-Pierre Trotignon

Jean-Pierre Trotignon, 65, is a graduate of Ecole Polytechnique and of the Ponts et Chauss ees engineering school, and holds a ´ master's 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 ep ´ ots 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 de Dunkerque. 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 SE in 2010 and chairs the safety and security committee. He became a director and Chairman of the board of directors of a Swiss company, BG Bonnard et Gardel Holding SA.

Philippe Vasseur

Philippe Vasseur, 72, 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 where he served until 2015 as 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 ´ Fran ¸caise AM, Nord Europe Assurances). He is a 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 SE since 20 June 2007.

Tim Yeo

Tim Yeo, 70, is a graduate from Cambridge University and a Member of the House of Commons representing Suffolk South and Chairman of the House of Commons Energy and Climate Change Select Committee from 1983-2015. 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 Sheffield University Energy 2050 Industrial Advisory Board and Chairman of AFC Energy PLC. 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 SE 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 SE and Chairman of its board of directors.

In 2015, the supervision of businesses and support functions between the executive and operating officers was as follows: • Jacques Gounon, Chairman and Chief Executive Officer, supervises the 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 and Pascal Sainson Chief Operating Officer in charge of the rail freight business, continue to manage their respective fields of activity.

Philippe de Lagune, Director of Safety and Ethics was appointed Chief Operating Officer for Safety and Ethics on 1st January 2016.

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.

On 7th September 2015 Francois Gauthey was appointed Chief Financial and Corporate Officer, overseeing the activities ¸ conducted by the two Chief Operating Officers, rail freight, as well as supervising the finance department, the legal department, business services, treasury and the management of the Groups' human resources department.

The term of Deputy CEO Emmanuel Moulin ended on 31st March 2015.

Composition of the Executive Committee

Name	Position
Jacques Gounon	Chairman and Chief Executive Officer
Michel Boudoussier	Chief Operating Officer – Concession
Philippe de Lagune	Chief Operating Officer – Safety and Ethics
Patrick Etienne	Safety, Sustainable Development and Business Services Director
Fran ¸cois Gauthey	Chief Financial and Corporate Officer
Pascal Sainson	Chief Operating Officer – Europorte
John Smith	Managing Director – GBRf
Jo Willacy	Commercial Director – Concession

The Executive Committee ensures the coordination between GET SE and its subsidiaries and between the subsidiaries themselves. Under the authority of the general management, the executive committee ensures the conduct of Group activities and the implementation of its main policies.

The table below sets out the list of companies, other than subsidiaries of GET SE, in which the members of the Executive Committee of GET SE 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	–	–	–
Fran ¸cois Gauthey	Chairman and Chief Executive	Sanef its Technologies	2014 to 2015
	Chief Executive	Sanef	2008 to 2014
	Chairman and Chief Executive	SAPN	2007 to 2014
	Member of the surveillance committee	Kallista Energy	2010 to date
	Vice President	Centaure Paris-Normandie	2008 to 2014
Pascal Sainson	–	–	–
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, 52, 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. He 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 2008-2010, Michel Boudoussier was Human Resources Director for the Infrastructure arm of SNCF.

Patrick Etienne

Patrick Etienne, 55, 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 includes purchasing corporate, IT and development of the Group. He also manages the property development department of the Group. He is chairman of EuroSco SAS, Euro-Immo GET and SIFE (Soci et´ ´e Immobili ere et Fonci ere Eurotunnel). He was appointed as a director of GET Elec Limited and ElecLink Limited. He is also chairman of all the Euro-TransManche companies and MyFerryLink SAS. Patrick Etienne was named Safety, Sustainable Development and Business Services Director on 1st January 2016.

Fran ¸cois Gauthey

Fran ¸cois Gauthey, 53, joined the Eurotunnel Group in September 2015, studied at the Ecole polytechnique, holder of a DEA in Organisational Strategy and an Engineer from the Ponts et Chauss ees. Fran ´ cois Gauthey joined the Private Office on the Minister ¸ for the Economy, Edmond Alphand ery, in 1993, as a technical advisor. In 1995 he became head of Customer Services at A ´ eroports ´ de Paris, before becoming advisor in charge of equipment, housing and transport in the Private office of Prime Minister, Jean-Pierre Raffarin. He subsequently took up the office of Directeur de Cabinet for Fran ¸cois Goulard, Secretary of State for Transport and the sea in 2004 and in the Ministry for Higher Education and Research in 2005. In 2006 he took up the role as Directeur G en ´ eral for Voies Navigables de France (navigable waterways in France). In 2007 he joined the Sanef Group, shortly after ´ its privatisation, and held the role of Directeur G en ´ eral until 2014. After November 2014 he was Chairman and Chief Executive of ´ Sanef ITS Technologies.

Emmanuel Moulin

Emmanuel Moulin, 47, was Deputy Chief Executive of the Eurotunnel Group from 1st January 2014 to 31st March 2015. A graduate of ENA, the Institut d'Etudes Politiques of Paris and of ESSEC. He joined the Eurotunnel Group on 28 August 2012 as Chief Financial and Corporate Officer.

Pascal Sainson

Pascal Sainson, 58, 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 Manager of Programming and Planning at TAT European Airlines. He joined TNU in 1996 as Service Delivery Director. Appointed to the management committee of Eurotunnel Group 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.

Philippe de Lagune

Philippe de Lagune is 67. 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 Chief Operating Officer Safety and Ethics of the Eurotunnel Group.

Jo Willacy

Jo Willacy, 52, 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 the Group 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 54 and graduated from Loughborough University of Technology with an honours degree in Mechanical Engineering and is also a Chartered Mechanical Engineer. He joined the nationalised British Railways in 1977 and 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.

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

To GET SE's knowledge, there are no potential conflicts of interest between the duties owed to GET SE 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 SE has measures in place to prevent potential conflicts of interest between the directors and GET SE which are described in paragraph 16.2.1 of this Registration Document.

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

Name	Position	Number of GET SE Ordinary Shares
Jacques Gounon	Chairman and Chief Executive Officer	9,743
Philippe Camu	Member of the board of directors	1,000
Patricia Hewitt	Member of the board of directors	2,000
Peter Levene	Member of the board of directors	*10,000
Colette Lewiner	Member of the board of directors	2,000
Colette Neuville	Member of the board of directors	5,182
Perrette Rey	Member of the board of directors	3,000
Robert Rochefort	Member of the board of directors	5,800
Jean-Pierre Trotignon	Member of the board of directors	6,027
Philippe Vasseur	Member of the board of directors	1,000
Tim Yeo	Member of the board of directors	*1,024

* Tim Yeo also holds 5,981 share CDIs. Peter Levene also holds 74 share CDIs.

P. Camu and P. Vasseur took the necessary steps to increase their shareholding.

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 SE'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
• Francois Gauthey. ¸

15. REMUNERATION AND BENEFITS

◦ ◦

15.1.	REMUNERATION POLICY FOR EXECUTIVE OFFICERS	81
15.2.	REMUNERATION AND BENEFITS PAID BY GET SE AND ITS SUBSIDIARIES TO EXECUTIVE OFFICERS OF GET SE (INCLUDING ALL CONDITIONAL OR DEFERRED REMUNERATION)	82
15.2.1	REMUNERATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER	82
15.2.2	REMUNERATION OF THE DEPUTY CHIEF EXECUTIVE OFFICER	90
15.2.3	ATTENDANCE FEES	92
15.3.	TOTAL AMOUNT SET ASIDE OR OTHERWISE RECOGNISED BY GET SE AND ITS SUBSIDIARIES TO PAY FOR PENSIONS, RETIREMENT AND OTHER BENEFITS	93
15.4.	REMUNERATION ELEMENTS OWED OR ALLOCATED IN THE 2015 FINANCIAL YEAR TO EACH EXECUTIVE OFFICER OF THE COMPANY, SUBMITTED TO THE SHAREHOLDERS FOR APPROVAL	93
15.5.	ALIGNMENT ASSESSMENT OF COMPENSATION AGAINST PERFORMANCE	95
15.6	OTHER REMUNERATION POLICY CONSIDERATIONS	96

15.1. REMUNERATION POLICY FOR EXECUTIVE OFFICERS

The remuneration policy for the Chairman and 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, as the case may be, the other executive officers, to be simple, to offer continuity over time and to be consistent with the Group's remuneration policy, including for the management. The remuneration for executive officers is linked to mid and long term growth, to the intrinsic value of the company and to the share performance. It is set in line with the average remuneration per employee, the dividend and the results.

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 or preference shares) are commensurate and compliant with the principles set out in the Afep/Medef Code. The board of directors wishes that the criteria do not create a risk to incentivise executive officers to favour short-term goals that could influence their variable remuneration and may have a negative influence on the company in a medium and long term.

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 are reviewed each year: the fixed and variable elements and share options or preference shares, 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 business: 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 as well as the 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 the 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 and preference shares include internal performance criteria (EBITDA target and payment of dividends) and/or, as the case might be, 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 business, market practices and the performance of the executive officers. In line with the Group's remuneration policy, the fixed part of the Chairman and Chief Executive Officer's remuneration was not revised in 2015. In addition, given that the overall performance of the business depends on good management of relations with all the stakeholders, the CSR performance criterion included in the calculation of the Chairman and Chief Executive Officer's remuneration is calculated through the Group's composite CSR index.
• • Internal and external consistency: in its recommendations to the board of directors, the Nomination and Remuneration Committee ensures that the remuneration policy proposed is:
• – adapted to each individual's responsibilities;
• – consistent with the remuneration policy for the employees of the Group;
• – in line with comparable groups; and
• – linked to the performance of the shares of GET SE, in order to optimise the performance of committed capital and alignment of incentives between executive directors and shareholders.

15 REMUNERATION AND BENEFITS

In order to consider the consistency of the remuneration of the Chairman and Chief Executive Officer with market practice, the committee carried out its own analyses and to appraise the results, also commissioned a specialised consultancy (Mercer) to undertake a study of the positioning of the Chairman and Chief Executive Officer's remuneration in relation to remuneration paid by other similar groups of companies.

The remuneration sums shown in this chapter 15 cover all remuneration due or allocated to the executive officers, for all of their terms or functions within the Group.

15.2. REMUNERATION AND BENEFITS PAID BY GET SE AND ITS SUBSIDIARIES TO EXECUTIVE OFFICERS OF GET SE (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:

• • a fixed annual remuneration;
• • an annual variable remuneration subject to performance criteria;
• • attendance fees;
• • benefits in kind;
• • a supplementary defined contribution retirement plan;
• • a long-term variable remuneration in the form of company share options or preference shares convertible into ordinary Shares, or free Shares granted subject to performance criteria.

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

The arrangements for Jacques Gounon's remuneration, as described above in relation 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 SE, 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 has been fixed at e500,000 since 1 April 2013, and has not been amended since. On 17 February 2016, the board of directors decided, in accordance with the recommendation of the Nomination and Remuneration Committee, not to modify the fixed part of the Chairman and Chief Executive Officer's remuneration for 2016.

Annual variable remuneration for 2015

Limit

The Nomination and Remuneration Committee having noted in early 2015 that all of the variable and fixed short-term parts of the compensation of the Chairman and Chief Executive Officer was below market practices, studied the relevance of a change in the components of the structure of the remuneration package of the executive officer. For 2015, the board of directors, on recommendation of the Nomination and Remuneration Committee, decided not to change the fixed part, as mentioned in the above paragraph and decided to encourage the outperformance of the Chairman and Chief Executive Officer, by increasing the limit of the annual variable remuneration of the Chairman and Chief Executive Officer from 100% to 120% of annual base salary in the event of outperformance, while maintaining a 100% target bonus of base salary for achievement of the objectives.

Criteria

The board of directors had decided, for the sake of consistency and transparency of information, to keep the two financial criteria used in previous years, the criterion of the net accounting result, and the published EBITDA target. The board of directors decided to maintain, as in previous years, the proportion of 50% for operational criteria, so that the performance criteria cover all the company's challenges.

Financial objectives:

For 2015, the board of directors set the following two financial criteria, with each representing 25%:

• • net result for the year compared to the net result estimated in the budget: 25%;
• • published target for EBITDA: e535 million on the basis of an exchange rate of £1=e1.3 (not including MyFerryLink) for 2015: 25%.

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

Operational objectives:

• • 20%: key strategic investments;
• • 20%: consolidation of the Group's long-term growth prospects; and
• • 10%: composite CSR index: For 2015, the Nomination and Remuneration Committee had wished that some work be undertaken on a composite CSR index, which would be tightened, stable, appropriate and balanced. The Group instructed an external advisor to carry out a benchmark of the best practices of companies within the CAC 40 index, and commissioned a qualitative survey with both its internal and external stakeholders. This approach identified four themes that are directly related to the Group's activities: health/safety, social climate, greenhouse gas emissions and customer satisfaction. Indicators and targets have been determined for each of these items, so as to calculate the level of achievement of the composite index, in accordance with the criteria set out for each item.

The budgetary targets for 2015 were determined according to the Group's budget, as reviewed by the board of directors.

The variable remuneration of the Chairman and Chief Executive Officer is adjusted as follows, depending on the degree of achievement of the budgetary or financial target concerned:

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

This scale enables the over-performance of some criteria to be taken into account, without however the total amount exceeding the maximum set by the board of directors for the variable part of the remuneration (120%). The modulation scale for the composite CSR index is more restrictive (more or less 90% achievement). The financial data is adjusted for exceptional external factors (such as exchange rate differences) in order to neutralise their impact and keep genuinely comparable data.

On 11 February 2016, the Nomination and Remuneration Committee examined the performance of the Chairman and Chief Executive Officer by comparing the results achieved with the above target indicators and made recommendations to the board of directors. Financial data has been adjusted for exceptional exogenous factors in order to neutralise the impact and maintain truly comparable data. The Committee noted the value created by the Chairman and Chief Executive Officer for the business, in the very difficult and unprecedented context of 2015.

The Committee found that the net result target had been exceeded, but had not reached the 110% band, and therefore remained limited to 25%. A similar observation was made for the EBITDA criterion, which also after adjustment was capped at 100% of the 25%. The Committee also noted the full achievement of the objective relating to key strategic investments and of the objective relating to the Group's long-term growth prospects. The Committee also considered the figures of the composite CSR index. The Committee noted, on the basis of the figures for 2015 as compared to the reference values, that the objectives relating to absence and accidents had not been met, and that the criterion of improving the company's performance in respect of social and environmental responsibility had been achieved by only 89.31%, thus enabling it to reach only the 5% tranche.

Details concerning the annual variable remuneration due for 2015

Criteria	Target	Performance
Net result	25%	25%
EBITDA	25%	25%
Key strategic investments	20%	20%
Consolidation of long-term growth prospects for the Group	20%	24%
Composite CSR index	10%	5%

15 REMUNERATION AND BENEFITS

At its meeting on 17 February 2016, the board of directors considered the performance of the Chairman and Chief Executive Officer by reference to the performance indicators set out above. The Chairman and Chief Executive Officer was considered to have performed very well in the difficult environment in 2015: the key financial balances have been maintained, enabling the continued development of the activity, while carrying out preparation of the succession plan and continuing to build for the future. Following the recommendations of the Nomination and Remuneration Committee, the board of directors, given the recognised achievements, fixed the Chairman and Chief Executive Officer's variable remuneration for the year ended 31 December 2015 at e495,000.

In total, the amount of the variable portion amounted to 82% of the maximum.

Annual variable remuneration for 2016

In line with the provisions of the Afep/Medef Code, the maximum for the annual variable remuneration is set at 120% of the fixed annual salary. For 2016, the board of directors decided on 17 February 2016 to maintain this limit. For the sake of consistency and transparency of information, the board of directors also decided to maintain the same two financial criteria.

Quantitative objectives:

• • Consolidated net result for the year compared with the net result estimated in the budget (25%).
• • EBITDA target: e560 million in 2016 at an exchange rate of £1=e1.375 (25%).
• • Refinance the debt in order to minimise, over time, the cost of debt service (10%). Achievement of this objective will be assessed in the light of two indicators, the first one being related to the relevance of the choices and the observed margin, and the second indicator relating to the result of the refinancing in financial terms.
• • Adequacy of security plans for the Fixed Link in the long term (15%): achievement of this objective will be assessed in the light of two indicators, one relating to the effective implementation of additional security measures, and the other relating to the impact of these measures.
• • Composite CSR Index (10%): for 2016, the board of directors decided to maintain the composite CSR performance index: tightened, stable, relevant, and balanced, this index is structured around four themes directly related to the Group's operations: health / safety, social climate, greenhouse gas emissions and customer satisfaction. For each of these themes, indicators and targets enable the calculation of a completion rate of the composite index.

Qualitative objectives:

Institutional strategy and growth drivers (15%): the long-term vision sets the frame for development plans, which include actions and measures, as objectives and indicators. The relevant objectives are linked to relations with stakeholders, including public authorities and growth leverage. The indicators are used to monitor progress.

Methodology

The budgetary targets for 2016 were determined according to the Group's budget, as reviewed by the board of directors. The performance levels required to attain these quantitative targets were established accurately but may not be disclosed for confidentiality reasons.

The financial data is adjusted for exceptional external factors in order to neutralise their impact and keep genuinely comparable data.

The variable remuneration of the Chairman and Chief Executive Officer is adjusted as follows, depending on the degree of achievement of the target concerned:

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

This scale enables the over-performance of some criteria to be taken into account, without however the total amount exceeding the maximum set by the board of directors for the variable part of the remuneration. The modulation scale for the composite CSR index is more restrictive (more or less 90% achievement).

Given the cross-border nature of the functions of the Chairman and Chief Executive Officer, the payment of the annual remuneration to the Chairman and Chief Executive Officer is made by GET SE (50%), ESL (30%) and Eurotunnel SE (20%).

Benefits in kind and attendance fees

For 2015, Jacques Gounon received an allowance of £540 per month for the use of his personal vehicle, i.e. e8,910 for the year (2014: £6,480 or e8,152 based on the exchange rate used for the 2014 income statement), in accordance with the current policy which has remained unchanged since 2008.

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

Supplementary defined contribution pension plan, and death and disability insurance

The Chairman and Chief Executive Officer does not have a defined benefit pension plan. The Chairman and Chief Executive Officer benefits, with respect to the French part of his remuneration, from the same supplementary pension plan available to any other senior manager employed by ESGIE above the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive 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 e3,681 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. Regarding contributions, the contribution base is the gross annual salary broken down by tranches (A, B, C and beyond C) and the applied rates, with regard to the employee's contributions is 2% for tranche C, and, with regard to the employer's contributions of 0.50% on the tranche A, 0.50% for tranche B, 7.50% on tranche C and 0.00% beyond the C tranche. There is an exemption from social security charges associated with the charge to the company within the limit of 5% of the remuneration capped at five times the annual social security ceiling and a fixed rate of 20% on the exempt portion. For tax purposes, the employer contributions are deductible from the result. In 2015, employee contributions to this supplementary pension scheme totalled e18,970 (2014: e18,605) and employer contributions totalled e30,107 (2014: e30,142). In 2015, employee contributions to the supplementary pension scheme totalled e1,552 (2014: e1,502), out of a total of e13,733 for all employees concerned (2014: e13,530), while employer contributions totalled e6,087 (2014: e6,008), out of a total of e59,007 (2014: e56,971) for all employees concerned.

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

Long-term variable benefits

Within the framework of partnership governance, where the interests of all partners in the business are taken into account, Groupe Eurotunnel SE has introduced performance-linked benefits for employees and executive officers, in order to align employees' and executive officers' interests with those of shareholders and to maximise shareholder value.

The first component of the mechanism, designed to involve non-executive employees in the development of the business, through collective plans for the free allocation of shares to employees. These are collective plans for the benefit of all employees of the Group and of all its French and British subsidiaries, except for executive officers.

The second component aims to promote management performance over the long term, with Share option plans, or preference shares convertible into ordinary Shares, or free Shares subject to performance conditions.

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.

Pursuant to the authorisation granted by resolutions 14 and 15 of the combined general meeting of 29 April 2014, on the recommendation of the Nomination and Remuneration Committee, the board of directors proceeded on 29 April 2014 to grant free preference shares convertible into ordinary Shares.

Pursuant to the authorisation granted by resolutions 12 and 13 of the combined general meeting of 29 April 2015, on the recommendation of the Nomination and Remuneration Committee, the board of directors proceeded on 29 April 2015 to grant free preference shares convertible into ordinary Shares.

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 or preference shares granted.

The Chairman and Chief Executive Officer was excluded from the list of employees eligible to benefit from the 2011 and 2012 collective free Share allocation authorised by the general meeting of 28 April 2011, as well as those authorised by the general meeting of 29 April 2014 and by the general meeting of 29 April 2015.

15 REMUNERATION AND BENEFITS

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

• • the average share price of the company's share price 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 held by the company as treasury Shares on the grant date, in accordance with articles L. 225-208 and L. 225-209 of the French Commercial Code.

2010 conditional share option scheme

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

The exercise price is set at e6.42.

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: (i) the decision of the general meeting of shareholders of GET SE to distribute 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: GET SE's 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.

All of the four performance conditions have been met and therefore 100% of the options are acquired.

2011 conditional share option 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 e7.52.

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: (i) the decision of the general meeting of shareholders of GET SE to distribute 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,
• – with respect to 25% of the options, this condition being 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: GET SE's 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 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,

– 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.

In total, two of the four performance conditions have been met, and therefore 50% of the options are acquired. Only 65,000 options of the 130,000 options granted to Jacques Gounon may be exercised.

2012 conditional share option 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 e6.33.

The internal and external performance criteria are as follows:

• • 50% of the options: (i) the decision of the general meeting of shareholders of GET SE to distribute 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 2012 financial statements 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 being measured against the 2013 financial statements submitted for approval by shareholders at the 2014 general meeting; at its meeting on 21 July 2014, the board of directors considered that this performance criterion had been met.
• • 50% of the options: GET SE's 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 SE's 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; at its meeting on 21 July 2014, the board of directors considered that this performance criterion had been met.

In total, three of the four performance conditions have been met, and therefore 75% of the 2012 options are acquired. Only 102,750 options of the 137,000 options granted to Jacques Gounon may be exercised.

Preference shares 2014 (B Shares)

The general meeting of 29 April 2014 authorised the creation of a new category of 300 preference shares (Preference B shares), convertible at the end of a period of four years into a maximum of 1,500,000 ordinary Shares (representing 0.27% of the capital) if market performance conditions are met. The choice of preference shares was made because of their lower allocation cost for the company compared to ordinary Shares.

As part of this plan, the board of directors granted on 29 April 2014 to Jacques Gounon, Chairman and Chief Executive Officer, 30 Preference B shares which may be converted into a maximum of 150,000 ordinary Shares.

Preference B shares may be converted into ordinary Shares, depending on the evolution of the market price of the GET SE ordinary Shares, after a period of four years from the grant date of the preference shares by the board of directors of the company (''Conversion Date''), without prior request of the holder.

On 29 April 2018 (Date of Conversion), each Preference B share may entitle the holder thereof to receive, automatically and free of charge, 5,000 ordinary Shares, if the average listed price of the Shares for a six months period prior to the Date of Conversion reaches the target of e11.50.

The initial average price of the ordinary Shares on the grant date has been determined by reference to average of the six months preceding the grant date. It has been set on 29 April 2014 at e8.17. The final average price of the ordinary Shares on the Conversion Date will be determined by reference to the average of the six months preceding the Date of Conversion although it cannot be less than the average repurchase price of ordinary Shares held in treasury by the company at the grant date or the Conversion Date, pursuant to Articles L. 225-208 and L. 225-209 of the French Commercial Code.

If 35% of the value increase is not achieved, no preference shares will be convertible into ordinary Shares. Once the floor of 35% is reached, the allocation of ordinary Shares upon conversion of the preference B Shares will be made prorata on the basis of the

15 REMUNERATION AND BENEFITS

level of achievement of the value increase. The conversion ratio will be 5,000 ordinary Shares per Preference B share for a target objective 100% met, with a tapering scale corresponding to the percentage of the objective met and set such that, as appropriate, the entire amount of ordinary Shares may be allocated.

Preference shares 2015 (C shares)

The general meeting of 29 April 2015 authorised the creation of a new category of preference shares (Preference C shares), each convertible into a maximum of 500 ordinary Shares. As part of this plan, the board of directors granted to Jacques Gounon, 200 Preference C shares which may be converted into a maximum of 100,000 ordinary Shares, depending on the increase in value of the company over a four-year period:

• • long term economic performance of the Group's consolidated EBITDA for 2015, 2016, 2017 and 2018 (70%),
• • performance of GET SE Shares on a long term basis as compared with the performance of Dow Jones Infrastructure Index dividend included – for 2015, 2016, 2017 and 2018 (20%), and
• • CSR performance (composite index) for 2015, 2016, 2017 and 2018 (10%).

The performance conditions shall be achieved depending on the average weighting of:

• • average percentage of the over performance of the EBITDA achieved for 2015, 2016, 2017 and 2018, as compared with the objectives announced to the market for 2015, 2016, 2017 and 2018 (70%),
• • average percentage of GET SE Shares (with dividend) performance as compared with Dow Jones Infrastructure Index in 2015, 2016, 2017 and 2018 (20%), and
• • average rate of over performance of the composite CSR index for 2015, 2016, 2017 and 2018 (10%).

Share option plans/allocations of preference shares: past allocations to corporate officers

				Preference B shares	Preference C shares
Past options allocations	2010 plan	2011 plan	2012 plan	2014	2015
General meeting date	26 May 2010	26 May 2010	26 May 2010	29 April 2014	29 April 2015
Board of directors or of the directory, as appropriate	16 July 2010	21 July 2011	20 July 2012	29 April 2014	29 April 2015
Total number of shares which can be subscribed or purchased, the number of which can be subscribed or purchased by:		3,900,000	1,500,000	1 000 000
Corporate officers
J. Gounon Chairman-CEO	116,000	130,000	137,000	30	200
Total number of recipients	57	56	57	36	63
Starting point for exercising options	July 2014	July 2015	July 2016	April 2018	April 2019
Expiry date	July 2020	July 2021	July 2022	April 2018	April 2019
Subscription or purchase price	e6.42	e7.52	e6.33	N/A	N/A
Forms of exercising right (when the plan consists of several brackets)	N/A	N/A	N/A	N/A	N/A
Number of subscribed shares at 17 February 2016	N/A	N/A	N/A	N/A	N/A
Cumulative number of subscription or purchase shares cancelled or expired: J. Gounon, Chairman-CEO	N/A	65,000	34,250	N/A	N/A
Subscription or purchase share options remaining at the end of the financial year: J. Gounon Chairman-CEO	116,000	65,000	102,750	30	200

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 an executive officer, shall keep for the entire term of his appointment, 50% of the Shares allotted upon exercise of the options granted under the various schemes.

Furthermore, it is stated that Jacques Gounon, pursuant to the recommendations of the Afep/Medef Code, has reiterated in writing his commitment not to undertake hedging transactions.

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

GROSS AMOUNTS IN EUROS	2015	2014
Remuneration due for the year	1,069,560	1,071,625
Value of multi-annual variable remuneration attributed during the year	N/A	N/A
Value of options granted during the year	N/A	N/A
Value of preference and performance shares granted during the year	533,000	426,000
Total	1,602,560	1,497,625

Remuneration summary: Jacques Gounon, Chairman and Chief Executive Officer

		2015		2014
GROSS AMOUNTS IN EUROS	(1) due	(2) paid	(1) due	(2) paid
Fixed remuneration	500,000	(3) 500,138	500,000	(3) 502,405
Variable annual remuneration	495,000	(3)(5) 500,109	500,000	(3) 496,426
Multi-annual variable remuneration	N/A	N/A	N/A	N/A
Exceptional remuneration	N/A	N/A	N/A	N/A
Attendance fees	65,650	(4) 45,955	63,500	(4) 44,450
Benefits in kind	8,910	8,910	8,152	8,152
Total	1,069,560	1,055,112	1,071,652	1,051,433

(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 2015 corresponds to variable remuneration owed for the 2014 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 (f19,695 in 2015).

(5) Variable remuneration for 2014.

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

Plan date and number	2015	2014	2013	20 July 2012	21 July 2011	16 July 2010
Type of option (existing or newly issued shares) Value of options based on the method used for the consolidated financial	N/A	N/A	N/A	existing	existing	existing
statements	N/A	N/A	N/A	e2.13	e2.69	e2.02
Number of options granted during
the year	N/A	N/A	N/A	137,000	130,000	116,000
Exercise price	N/A	N/A	N/A	e6.33	e7.52	e6.42
Exercise period	N/A	N/A	N/A	July 2016 –	July 2015 –	July 2014 –
				July 2022	July 2021	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 and convertible preference shares into ordinary Shares granted during the year to Jacques Gounon by the issuer and by any Group company

	2014 Preference shares	2015 Preference shares
Number of preference shares granted during the year	30	200
Value of shares based on the method used for the consolidated financial
statements	426,000	533,000
Vesting date	April 2016	April 2017
End of lock-in period	April 2018	April 2019

Performance shares and preference shares (convertible into ordinary Shares) reaching the end of the lock-in period for Jacques Gounon during the year

	2014 Preference shares	2015 Preference shares
Plan date and number	N/A	N/A
Number of shares reaching the end of the lock-in period during the year	N/A	N/A
Vesting terms	N/A	N/A
Year of grant	N/A	N/A

Executive officers

	GET SE	Employment contract with		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 date		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).

As indicated in this chapter 15, Jacques Gounon, as Chief Executive Officer and Chairman of the Group receives part of his remuneration from Eurotunnel Services Limited, which reflects the binational nature of the Concession. As stated in section 16.7 of this Registration Document, such payments technically create under English law, which cannot be derogated or waived, a service contract governed by English law. There is no undertaking by GET SE for Jacques Gounon's benefit, who has not been granted any contractual severance package.

15.2.2 REMUNERATION OF THE DEPUTY CHIEF EXECUTIVE OFFICER

Emmanuel Moulin served as Deputy Chief Executive Officer until 31 March 2015.

The remuneration of the Deputy Chief Executive Officer Emmanuel Moulin, as determined by the board of directors on the recommendation of the Nomination and Remuneration Committee, was composed in 2015 of:

• fixed remuneration;
• benefits in kind;
• a supplementary defined contribution retirement plan.

Annual fixed remuneration

The fixed remuneration of the Deputy Chief Executive Officer was set at a gross annual sum of e300,000 for the 2015 financial year, i.e. e75,000 for the three months of his term in 2015.

Annual variable remuneration for 2015

The board of directors, on the recommendation of the Nomination and Remuneration Committee, did not grant any variable remuneration for the three months of 2015 for Emmanuel Moulin.

Benefits in kind

The Deputy Chief Executive Officer had a company car, which represented a benefit in kind worth e285 per month.

Supplementary defined contribution pension plan, and death and disability insurance

The Deputy Chief Executive Officer did not have a defined benefit pension plan. He benefited from the same supplementary pension plan offered to all senior managers above the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive officers, is not a defined benefit plan. It is a defined contribution plan which would have granted the Deputy Chief Executive Officer an estimated pension of e17,592 per year (non-commutable annuity), assuming he would have retired at the age of 65.

The Deputy Chief Executive Officer benefited from basic retirement benefits and supplementary retirement benefits. In 2015, employee contributions to this supplementary defined contribution pension scheme totalled e5,890 and employer contributions totalled e7,387. In 2015, employee contributions to the supplementary pension scheme totalled e761 out of a total of e13,733 for all employees concerned, while employer contributions totalled e3,043 out of a total of e59,007 (2014: e56,971) for all employees concerned.

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

Severance and non competition compensation

No severance or non competition compensation has been granted to Emmanuel Moulin, and nor has he been granted any exceptional indemnity.

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 granted share options in 2012.

2012 share option scheme

Pursuant to the said scheme, Emmanuel Moulin, who was then an employee, received 35,000 options. The exercise price is set at e6.33. Three of the four performance conditions were met and therefore 75% of the 2012 options were acquired. The board of directors decided to give him the benefit of these options which had been acquired as an employee, the attendance condition being waived.

Preference B shares

The board of directors granted on 29 April 2014 to Emmanuel Moulin, Deputy Chief Executive Officer, 30 Preference B shares convertible into a maximum of 150,000 ordinary Shares, depending on the evolution of the market price of the GET SE ordinary Shares, with a target objective of ordinary Shares of the company on the conversion date, calculated according to the above terms, set at e11.50.

Emmanuel Moulin, upon leaving GET SE before the end of the vesting period, lost his rights to Preference B shares, the value of which, calculated in accordance with Monte Carlo method, was e390,000 in the financial statement as at 31 December 2014. He was not granted any Preference C shares in 2015.

Summary of remuneration, options and shares: Emmanuel Moulin, Deputy Chief Executive Officer

GROSS AMOUNTS IN EUROS	2015	2014
Remuneration due for the year	75,855	483,420
Value of multi-annual variable remuneration attributed during the year	N/A	N/A
Value of options granted during the year	N/A	N/A
Value of preference and performance shares granted during the year	N/A	390,000
Total	75,855	873,420

15 REMUNERATION AND BENEFITS

Summary of remuneration: Emmanuel Moulin, Deputy Chief Executive Officer

	2015			2014
GROSS AMOUNTS IN EUROS	(1) due	(2) paid	(1) due	(2) paid
Fixed remuneration	75,000	75,000	300,000	300,000
Variable remuneration	N/A	180,000	180,000	–
Multi-year variable remuneration	N/A	N/A	N/A	N/A
Exceptional remuneration	N/A	N/A	N/A	N/A
Board attendance fees	N/A	N/A	N/A	N/A
Benefits in kind	855	855	3,420	3,420
Total	75,855	255,855	483,420	303,420

(1) Amounts due for the year.

(2) Amounts paid during the year. 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 2015 corresponds to variable remuneration owed for the 2014 financial year.

Employment contract

	GET SE Employment Contract		Supplementary pension plan		Compensation or benefits due or likely to be due upon termination or change of role		Compensation related to a non-competition clause
	Yes	No	Yes	No	Yes	No	Yes	No
E. Moulin Deputy Chief Executive Officer 2015		X	X			X		X

15.2.3 ATTENDANCE FEES

The directors of GET SE 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 in 2014, following the recommendation of the Nomination and Remuneration Committee. Consequently, in accordance with article 21 of the 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 SE directors' attendance fees* in 2015 totalled e718,700 (2014: e623,775) as detailed in the table below:

f	2015*	2014*
Jacques Gounon	65,650	63,500
Philippe Camu	48,500	46,950
Patricia Hewitt	60,650	51,925
Peter Levene	50,450	46,950
Colette Lewiner	60,400	50,850
Colette Neuville	80,950	69,150
Perrette Rey	72,550	50,150
Robert Rochefort	85,050	69,150
Jean-Pierre Trotignon	75,250	69,300
Philippe Vasseur	58,700	48,200
Tim Yeo	60,550	57,650
Total	718,700	623,775

* Amounts before withholding tax or deductions at source.

In addition, members of the board of directors of GET SE 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 SE AND ITS SUBSIDIARIES TO PAY FOR PENSIONS, RETIREMENT AND OTHER BENEFITS

Jacques Gounon does not benefit from any specific retirement indemnity.

15.4. REMUNERATION ELEMENTS OWED OR ALLOCATED IN THE 2015 FINANCIAL YEAR TO EACH EXECUTIVE OFFICER OF THE COMPANY, SUBMITTED TO THE SHAREHOLDERS FOR APPROVAL

As recommended by the Afep/Medef Code, as amended (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 elements of long-term remuneration;
• • compensation linked to taking up or leaving a position;
• • the supplementary retirement plan;
• • benefits of any type.

At the general meeting on 27 April 2016, a proposal will be tabled for an opinion to be issued on the remuneration elements due or allocated in relation to the 2015 financial year to each executive officer of the company, namely Jacques Gounon, the Chairman and Chief Executive Officer and Emmanuel Moulin, Deputy Chief Executive Officer.

Element of remuneration Chairman-CEO	Amount due (euros)	Comments
Fixed remuneration	500,000	• Gross annual fixed remuneration of e500,000 • No change
Annual variable remuneration	495,000	• Target: 100% of the gross annual fixed remuneration. Maximum: 120% of the gross annual fixed remuneration • On the recommendation of the Nomination and Remuneration Committee, at the meeting on 17 February 2016, the board of directors evaluated Jacques Gounon's variable remuneration for the 2015 financial year. • Criteria: – Net result: in line with the budget: 25% – EBITDA: in line with published 2015 EBITDA target objective: 25% – Key strategic investments: 20% – Consolidation of long-term growth prospects for the Group: 24% – Improvement in business performance while complying with social and environmental responsibility: 5% • Taking into account the quantitative and qualitative criteria determined by the board of directors at its meeting on 17 February 2016 and the achievements recorded on the same date, the variable part was valued at e495,000, i.e. 82%, of the maximum.

Elements of remuneration due or allocated in relation to the 2015 financial year to Jacques Gounon, Chairman and Chief Executive Officer:

15 REMUNERATION AND BENEFITS

Element of remuneration Chairman-CEO		Amount due (euros)	Comments
Multi-annual variable		N/A	Jacques Gounon does not receive any multi-annual variable remuneration.
remuneration			There is no provision for any multi-annual variable remuneration.
Deferred variable		N/A	Jacques Gounon does not receive any deferred variable remuneration.
remuneration			There is no provision for any deferred variable remuneration.
Attendance fees		65,650	(Amounts before withholding tax or deductions at source).
Exceptional remuneration		N/A	Jacques Gounon did not receive any exceptional remuneration.
			There is no provision for any exceptional remuneration.
	Allocation of stock options and/or performance shares	533,000	200 preference shares convertible into a maximum of 100,000 ordinary Shares subject to performance conditions in 2019.
			Financial performance condition: 70% – long-term economic performance of the Group: the consolidated EBITDA achieved as compared with the objectives announced to the market for 2015, 2016, 2017 and 2018.
			Market condition: 20% – performance of the GET SE ordinary Share price compared with Dow Jones Infrastructure Index (with dividend) over a period of 4 years. CSR performance: 10% – performance of the composite CSR index for 4 years.
			Percentage of share capital: 0.02%.
			The fair value on the date of allocation of the rights granted under the scheme has been calculated using the Monte Carlo model.
Authorised by the combined general meeting on 29 April 2015 (resolutions 14 and 15) and allocated by decision of the board of directors on 29 April 2015.
Benefits in kind		8,910	Jacques Gounon receives an allowance of £540 per month for the use of his personal vehicle.
Compensation linked to taking up or leaving a position		N/A	The company has undertaken no commitment regarding leaving the position of the executive officer.
Non-competition payment		N/A	There is no non-competition clause.
			Jacques Gounon does not have a non-competition agreement.
	Supplementary pension plan	No amounts are owed for the year	Jacques Gounon benefits, with respect to the French part of his remuneration, from the same supplementary pension plan offered to all senior managers above the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive officers, 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.
insurance schemes	Death, disability and health		Jacques Gounon is a member of the company's death, disability and health insurance scheme.
			The general meeting has an obligation to vote pursuant to the French law dated 26 July 2005. The decision to admit Jacques Gounon to this scheme was taken before 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' report (L. 225-42).
Name	Plan date and number	Type of option/ preference share (existing or newly issued shares)	Value and number of the options/ preference shares granted during the year	Exercise price	Exercise period
J Gounon	2015 Preference	Preference shares	200 preference shares convertible into 100,000 ordinary Shares	N/A	29 April 2019
	shares		Valuation: e533,000*

* The fair value on the date of allocation of the rights granted has been calculated using the Monte Carlo model.

Element of remuneration	Amounts (euros)	Comments
Fixed remuneration	75,000	Gross annual fixed remuneration of e300,000 for three months.
Annual variable remuneration	N/A	No variable remuneration for the 2015 financial year.
Multi-annual variable remuneration	N/A	E. Moulin did not receive any multi-annual variable remuneration.
Deferred variable remuneration	N/A	E. Moulin did not receive any deferred variable remuneration.
Attendance fees	N/A	E. Moulin was not a member of the GET SE board of directors: he did not receive attendance fees.
Exceptional remuneration	N/A	E. Moulin did not receive any exceptional remuneration.
Allocation of stock options and/or performance shares	N/A	E. Moulin did not receive any preference shares in 2015.
Benefits in kind	855	E. Moulin received an allowance of e285 per month for the use of his personal vehicle.
Compensation linked to taking up or leaving a position	N/A	E. Moulin received no severance payment.
Non-competition payment	N/A	E. Moulin did not have a non-competition agreement.
Supplementary pension plan	No amounts are owed for the year	E. Moulin benefited from the same supplementary pension plan offered to all senior managers above the B remuneration bracket. This plan, whose beneficiaries include people other than the Group's executive officers, 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 schemes		The decision to admit E. Moulin to this scheme was subject to the regulated agreements procedure and the general meeting ratified this agreement based on a special auditors' report (L 225-42). E. Moulin benefited from the company's death, disability and health insurance scheme.

Elements of remuneration due or allocated in relation to the 2015 financial year to Emmanuel Moulin, Deputy Chief Executive Officer:

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

15.5. ALIGNMENT ASSESSMENT OF COMPENSATION AGAINST PERFORMANCE

In order to assess the remuneration of the Chairman and Chief Executive Officer in line with the total return for shareholders, the Nomination and Remuneration Committee referred to two comparative analyses prepared by an independent firm specialising in executive compensation studies (Mercer).

The first study was designed to measure the relative remuneration of the Chairman and Chief Executive Officer compared to peers. This study focused on the remuneration of chairmen and chief executive officers of an inter-sectoral panel of 23 French companies in the SBF 120, with common characteristics to the Group, in terms of number of employees and revenue. The comparison of the remuneration of the Chairman and Chief Executive Officer with the practice of these companies showed that:

• • the annual base salary of Jacques Gounon (e500,000) is below the first quartile (e625,000);
• • the annual variable remuneration in 2014 for Jacques Gounon (e500,000) is between the first quartile and median market;
• • long-term share-based incentives granted in 2014 to Jacques Gounon, recalculated taking as a basis the valuation at the date of vesting (market price less the exercise price) is below the first quartile;
• • total annual compensation in 2014 for Jacques Gounon is less than the average of the panel; and
• • the structure of the remuneration of Jacques Gounon is in line with that of the panel (1⁄3 base salary, 1⁄3 short term incentive and 1⁄3 long-term share-based incentive).

15 REMUNERATION AND BENEFITS

The second study was designed to assess changes in the remuneration of the Chairman and Chief Executive Officer in relation to that of the relative performance of the company compared to a historical panel of its peers, consisting of twelve companies comparable in terms of nature of business.

The performance of these companies has been measured using three performance indicators: revenue, the total return on equity (Total Shareholder Return) and net result. The results of these three indicators were compared with changes in the remuneration of the Chairman and Chief Executive Officer of the Eurotunnel Group, as presented in this chapter 15, given however, that for this second study, to take the method used by some analysts, the instruments granted in the long-term compensation are not taken into account at the time they are vested, that is to say, when all the performance conditions related to the instruments have been met. Thus, for option plans, the value of options granted to executive officers was assessed when they may be exercised, to the extent that the performance conditions have been met.

This analysis showed an absolute alignment of the total compensation of Jacques Gounon for the Eurotunnel Group, with a correlation coefficient of 0.99 compared to an optimal alignment measurement of one.

The committee also considered the absolute measure of performance comparing the evolution of the remuneration of the Chairman and Chief Executive Officer of Groupe Eurotunnel SE, compared to the performance of an investment in GET SE Shares over the last five years; this showed that the evolution of pay is correlated with financial performance.

15.6 OTHER REMUNERATION POLICY CONSIDERATIONS

Remuneration of the members of the Executive Committee

As stated in chapter 17 of this Registration Document, the Eurotunnel Group's remuneration policy is based on fair and transparent remuneration to ensure complete consistency between individual goals and business objectives. The Group's strategy is also to share its success with its employees in order to involve them in the Group's growth. The Group's remuneration policy aims to promote the achievement of economic, social and market performance, enhance the growth of skills, meet and outperform objectives and increase the commitment of employees and officers in the long term, while strengthening employee ownership.

The members of the Nomination and Remuneration Committee ensure consistency between the policy applied to executive officers 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 is the case 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.

◦	◦
16.1.	GENERAL MANAGEMENT	99
16.1.1	CHIEF EXECUTIVE OFFICER AND DEPUTY CHIEF EXECUTIVE OFFICERS	99
16.1.2	EXECUTIVE COMMITTEE	99
16.2.	CONDITIONS APPLICABLE TO THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD OF DIRECTORS	100
16.2.1	COMPOSITION AND ORGANISATION OF THE BOARD OF DIRECTORS	100
16.2.2	OPERATION OF THE BOARD OF DIRECTORS	107
16.2.3	COMMITTEES OF THE BOARD OF DIRECTORS	108
16.3.	BOARD OF DIRECTORS SELF-EVALUATION	113
16.4.	PRINCIPLES AND RULES RELATING TO THE DETERMINATION OF REMUNERATION AND ALL BENEFITS OF ANY KIND GRANTED TO CORPORATE OFFICERS	114
16.5.	LIMITATIONS ON THE POWERS OF THE CHIEF EXECUTIVE OFFICER	114
16.6.	SERVICE CONTRACTS BETWEEN MEMBERS OF THE BOARD OF DIRECTORS AND GENERAL MANAGEMENT AND GET SE	115
16.7.	SECURITIES TRANSACTIONS INVOLVING EXECUTIVE OFFICERS	116
16.8.	CONCESSION COORDINATION COMMITTEE	117
16.9.	INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES (REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON INTERNAL CONTROL)	117
16.9.1	DEFINITION AND OBJECTIVES OF INTERNAL CONTROL AND RISK MANAGEMENT	117
16.9.2	COMPREHENSIVE RISK MANAGEMENT AND INTERNAL CONTROL PROCESS	118
16.9.3	INTERNAL CONTROL PROCEDURES RELATED TO THE PREPARATION AND TREATMENT OF FINANCIAL AND ACCOUNTING INFORMATION	123
16.9.4	REPORT OF THE STATUTORY AUDITORS, 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 SE	125
16.9.5	SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED AGREEMENTS AND COMMITMENTS	126
16.10.	CORPORATE GOVERNANCE	128
16.11.	ATTENDANCE AT THE GENERAL MEETING OF SHAREHOLDERS	128

On 17 February 2016, 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 SE;
• • the limitations, if any, to the powers of the Chief Executive Officer;
• • the corporate governance code to which GET SE refers; and
• • the specific arrangements relating to the participation of shareholders in general meetings.

The introduction below, the 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 III of this Registration Document, together constitute the report of the Chairman of the board of directors of GET SE pursuant to article L. 225-37 of the French Commercial Code. The Chairman and Chief Executive Officer instructed the company general 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, internal control, 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 17 February 2016.

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.

The corporate governance code to which GET SE 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).

The 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 SE has adopted the combined system which consists of the appointment of one person to serve as both chairman and chief executive officer. The rationale behind 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 environments. This organisation promotes an active dialogue between the management and the board of directors.

This method of governance safeguards the prerogatives of the various corporate bodies and complies with the good governance rules to which GET SE 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; in the 2015 self-evaluation of the board, the directors confirmed their satisfaction as to quality of the discussions, conduct of business by the Chairman, freedom of expression and time reserved for discussion;
• • the board of directors is very active (13 meetings in 2015);
• • the majority of board members are independent (82%);
• • five board committees have been set up and each is very active: in 2015, more than 22 committee meetings took place, making a total of 35 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;
• • since 2014, Colette Neuville, in her capacity as senior independent director, 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-assessment questionnaire. For 2015, the current combined role (chairman and chief executive officer in one person) was also strongly supported.

16.1. GENERAL MANAGEMENT

16.1.1 CHIEF EXECUTIVE OFFICER AND DEPUTY CHIEF EXECUTIVE OFFICERS

The general management of GET SE is carried out by the Chairman and Chief Executive Officer 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 SE. 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 SE in its relations with third parties. GET SE 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.

No deputy chief executive officer is currently appointed. If appointed, the Deputy Chief Executive Officer would be required to assist 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. If the Chief Executive Officer were to cease to exercise or is prevented from exercising his or her duties, the deputy chief executive officers, if any, continue to carry out their duties and fulfil their role, unless decided otherwise by the board of directors, until a new Chief Executive Officer is appointed.

The supervision and support functions within GET SE's general management are as follows:

• • Jacques Gounon, Chairman and Chief Executive Officer, supervises strategy, communications, safety and ethics, public affairs, internal audit, shareholder and investor relations, investment policy and the general secretariat to the board of directors.
• • Francois Gauthey Chief Financial and Corporate Officer, appointed in September 2015 supervises the finance department, ¸ the legal department, the business services department, treasury and the Group human resources department.
• • Michel Boudoussier Chief Operating Officer, Fixed Link and Pascal Sainson Chief Operating Officer, Europorte manage their respective businesses under the supervision of the Chief Corporate Officer, and the Chief Executive Officer.
• • Philippe de Lagune, Ethics and Safety Director of the Eurotunnel Group was appointed Chief Ethics and Safety Officer, on 1 January 2016.

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 of directors can also terminate the appointment of the Deputy Chief Executive Officers, on the recommendation of the Chief Executive Officer.

16.1.2 EXECUTIVE COMMITTEE

GET SE 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 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 SE has eleven members, of whom nine are independent (representing 82% of board members in office).

The board of directors has four women board members, 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. It will be the same following the general meeting of shareholders of 27 April 2016, subject to the shareholder's vote. The governance committee and the appointment committee work so that the proportion of women on the board will increase to 40% at the end of the first Annual General Meeting in 2017.

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

The average age of board members is 67.

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 in line with 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.), parity 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, and 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 a number of shares which, the general meeting of shareholders of 29 April 2015 increased from 1,000 Shares to 5,000 Shares, to be purchased over a three-year period, reaching the following minimum number each year:

• Year 1: 2,000 Shares
• Year 2: 3,000 Shares
• Year 3: 5,000 Shares

If any of the board members do not own the prescribed number of Shares, they are deemed to have resigned unless the situation is remedied within the appropriate 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 of director's work, and in accordance with recommendation 13 of the Afep/Medef Code relating to training of new directors, GET SE 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 possibility to attend external training, including with IFA (French Institute of Directors).

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. 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 recommendation 14 of the Afep/Medef Code.

All outgoing members are eligible for re-election. Notwithstanding the above, 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 SE's bodies and, in particular, that members of the board of directors are able to perform 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.

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 videoconference 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 SE'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 SE and takes decisions in this respect in the interest of all shareholders.

In its relations with third parties, GET SE 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)

Since the origin, the Eurotunnel Group has developed on strong values that ensure cohesion, its future and its development. The board of directors is committed to promoting those values, as well as the 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. This has been reinforced since 2013 following the appointment of an Ethics and Safety Director, who became on 1st January 2016 safety and ethics officer (Directeur g en ´ eral adjoint ´ securit ´ ´ ´ e et deontologie). The general secretariat to the board of directors monitors market laws and regulations, as well as best practice with regards to corporate governance, and ensures they are considered in order to be implemented in the internal rules and procedures.

Group Ethics Charter

The Group has established a Group Ethics Charter which extends the ethics policy already in place within the Concession to all entities which have joined the Group. In accordance with the United Nations Global Compact, the Group Ethics Charter describes the fundamental values which must be endorsed by each employee, whatever the circumstances or the country, by reference to the OECD guidelines for companies as indicated in chapter 17 of this Registration Document.

The director's charter

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: ''Directors undertake, in any circumstances, to maintain their independence of analysis, judgement, decision and action and to reject any direct or indirect pressure on them from other directors, groups of shareholders, suppliers, and more generally, any third party. In particular, directors must avoid plurality of functions within companies, which directly or indirectly compete with the company, such plurality being likely to affect the interest of the company, or its governance. Directors undertake not to seek or accept from the company of the subsidiaries thereof, any advantages likely to affect their independence.''

Conflicts of interest within the board of directors are managed as follows:

• • All board members are under the obligation to inform the board of directors of any circumstances even potential of a conflict of interest between themselves (or any individual or legal entity with which they have a business relationship) and the Groupe Eurotunnel SE or any of the companies in which the Groupe Eurotunnel SE has an interest, or any company with which the Eurotunnel SE Group intends to enter into an agreement of any nature whatsoever;

• • If a board member is unsure about the existence of a conflict of interest even potential he or she must immediately inform the Chairman of the board of directors who will have the responsibility of deciding whether or not the board of directors must be informed, and thereupon initiate the procedure for managing conflicts of interest;

• • If the member of the board of directors referred to in the previous subparagraph is in fact the Chairman of the board of directors, the Chairman must inform the Senior Independent Director of the board, or failing that, the board of directors itself;

• • The concerned board member must refrain from voting in the board of members' decision regarding the conclusion of the agreement in question and from participating in the discussion preceding that vote;
• • Additionally, the Chairman of the board of directors, the members of the board of directors, the Chief executive officer and, as the case may be, the Deputy chief executive officer(s) are under no obligation to transmit information or documents relating to the agreement or the operation from which the conflict of interest arose to the member or members of the board of directors when they have reasonable grounds to believe that that member or those members have a conflict of interest; they must inform the board of directors of the information or documents being withheld.

Code of conduct concerning securities

The board of directors drew up a code of conduct concerning securities transactions so as to avoid any insider trading issues. The first part of the code of conduct sets out the essential ethical principles that apply and the second part sets out the applicable preventive measures. This code sets out the black-out periods for securities transactions and exercising of options. This recommendation is implemented for all types of exercises of options including simple exercises, i.e. options exercised without an ensuing sale. The code defines negative windows of:

• • a minimum of 30 calendar days prior to the publishing of the complete annual and half-yearly financial statements; and
• • a minimum of 15 calendar days prior to the publishing of the quarterly disclosures.

Internal rules

The board of directors has approved a set of internal rules to complement the laws, regulations and by-laws, 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 are updated on a regular basis and for the last time, on 22 January 2016.

The internal rules make specific provision concerning 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 main provisions of these internal rules are described below.

Role of the board of directors

As part of its management responsibilities, and in compliance with governing laws and the by-laws of GET SE, 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 SE and of the group comprising GET SE 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, profit-sharing and staff incentive policy; carries out an annual appraisal of the performance of the chief executive officers;
• • approves regulated agreements;
• • 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 SE 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 taken into account in 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 SE 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 SE 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 recommendation 21 of the Afep/Medef Code, the manner in which this remuneration is allocated – which already took 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 SE of any acquisition, disposal, subscription or exchange of securities issued by GET SE 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 ensure 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 SE 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 them and GET SE 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. The Internal Rules have been reviewed in order to specify that, in accordance with recommendation 19 of the Afep/Medef code, the executive directors must receive prior advice from the board of directors before accepting another term in a listed company; this provision has not yet been applicable in the company.
• • 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 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 recommendation 9 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 SE 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 SE holds, either directly or indirectly, a directorship or in which an employee appointed as such or an executive director of GET SE (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 SE or the Group,
• or for whom GET SE or the Group represent a significant part of their business.

The evaluation of how significant the relationship is with GET SE or the Group must be debated by the board of directors. The significance or not of a business relationship is not only considered in terms of quantitative criteria. The board of directors also considered other parameters for considering that such a relationship is not material and free of major conflict.

• • 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 of directors 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.

Board members who satisfy the independence criteria

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 17 February 2016 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, Tim Yeo and, since 31 May 2014, Jean-Pierre Trotignon, whose term of office as Deputy Chief Executive Officer of Eurotunnel Group has ended for over more than five years, on 31 May 2009.

Philippe Camu, a representative of GS Global Infrastructure Partners, the company's main shareholder, and Jacques Gounon, Chairman and Chief Executive Officer, are not considered to be independent board members.

The board of directors, on the recommendation of the appointments and remuneration committee, has ensured that there are no significant business relationships between Group companies, and other companies outside the Group in which independent board members of Groupe Eurotunnel SE are also appointed as a director.

The Board considered a multi-criteria analysis of the appointments and remuneration committee. The board of directors referred to a table summarising fund flows (purchases and sales) occurring during the financial year elapsed, between:

• • Group companies on one hand, and
• • Group companies of which independent board members of the company are also a board member.

These flows are considered in relation to the total weight of purchases and sales, for each group, to measure their significance. For 2015, this table shows that the sum of sales of the company's Group, to any one of the groups concerned, or of its purchases from any one of those groups, does not exceed 0.2% of the total sales or purchases of the company's Group or of any one of the groups concerned, with the exception of two suppliers, EDF and Colas, a board member of which, Colette Lewiner, is also a member of the board of Groupe Eurotunnel SE.

Firstly, the board of directors noted and confirmed the practice of initiating calls for tender. The board of directors carried out a qualitative analysis of the parameters used to determine whether or not such a relationship is material and if it is exempt from conflicts of interest, including but not limited to:

• • the period and continuity (precedence, history, renewals);
• • the importance or the ''intensity'' of the relationship (possible economic dependency; exclusive relations or predominance in the sector in which the business relationship is established; distribution of bargaining power, etc.);
• • the organisation of the relationship: Colette Lewiner is not a member of the board of directors of the contracting companies (France Manche SA and The Channel Tunnel Group Ltd, Europorte) and holds no direct deciding power over the contracts and agreements constituting the business relationship; Colette Lewiner has received no compensation associated with the contract, link or business relationship that may exist with EDF and Colas.

Thus, the board of directors, on the recommendation of the appointment and remuneration committee, confirmed the absence of any significant business relationship in 2015.

Therefore, as at 17 February 2016, there are nine independent board members out of a total of eleven (representing 82% of the board members in office). More than half of the board members are independent in accordance with the recommendations of the Afep/Medef Code.

The table set out below indicates the situation of each board member in relation to the independence criteria referred to in the Afep/Medef Corporate Governance Code:

Criteria	Board membres	J. Gounon	JP Trotignon	C. Lewiner	P. Hewitt	P. Camu	P. Rey	C. Neuville	R. Rochefort	P. Levene	P. Vasseur	T. Yeo
	Criterion 1 (employee/corporate officer)	x	o	o	o	o	o	o	o	o	o	o
A F	Criterion 2 (subsidiaries)	o	o	o	o	o	o	o	o	o	o	o
E P	Criterion 3 (economic relationship)	o	o	o	o	o *	o	o	o	o	o	o
/ M	Criterion 4 (family ties)	o	o	o	o	o	o	o	o	o	o	o
E D	Criterion 5 (auditor)	o	o	o	o	o	o	o	o	o	o	o
E F	Criterion 6 (board member for 12 years)	o	o	o	o	o	o	o	o	o	o	o
	Criterion 7 (key shareholder)	o	o	o	o	x	o	o	o	o	o	o 8MAR201621140229

* Not including sister companies of GSIP

Key: ''o'' indicates the criterion is met; ''x'' indicates the criterion is not met. Criterion 1: has been an employee or corporate officer within the last five years; criterion 2: existence (or non-existence) of cross-directorships; criterion 3: existence (or non-existence) of a significant business relationship; criterion 4: existence (or non-existence) of close family ties with a corporate officer; criterion 5: has not been an auditor of the company in the last five years; criterion 6: has not been a board member of the company for more than 12 years; criterion 7: is a key shareholder.

Assuming that the general meeting of 27 April 2016 approves the resolutions put to it and votes in favour of the renewal of the term of office as board member for Perrette Rey, Colette Lewiner and Colette Neuville, Jean-Pierre Trotignon and Peter Levene, there would be nine independent board members out of a total of eleven (representing 82% of the board members in office).

Senior Independent Director

The board of directors has appointed Colette Neuville as the 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 2015, the board of directors held 13 meetings. The average attendance rate per meeting for board members was 98%.

Attendance at meetings of the board of directors in 2015

	Number of
Members	meetings		Attendance
Jacques Gounon	13	13	100%
Philippe Camu	13	12	92%
Patricia Hewitt	13	13	100%
Peter Levene	13	13	100%
Colette Lewiner	13	12	92%
Colette Neuville	13	13	100%
Perrette Rey	13	13	100%
Robert Rochefort	13	13	100%
Jean-Pierre Trotignon	13	13	100%
Philippe Vasseur	13	12	92%
Tim Yeo	13	13	100%

The high participation rate of board members throughout the year should be noted, particularly in the context of the European migration crisis of 2015, during which the board of directors, led by a strong affectio societatis and with remarkable mobilisation and strong cohesion, faced with the chief executive officer this unprecedented situation. This frequency and rate of participation are the first objective factor which, during 2015, ensured that the board of directors was in a position to fulfil its role and take the decisions appropriate to the development of GET SE.

In 2015, in addition to financial and legal authorisations, the board of directors concentrated mainly on issues of strategy, accounts and corporate governance.

At each of its meetings, the board of directors discussed business development and performance in terms of the Group's activities and results and took note of the company's stock market performance and its market capitalisation.

During 2015, the board of directors finalised the financial statements as at 31 December 2014 and prepared the half-yearly financial statements as at 30 June 2015. In these presentations as well as in the monthly board report, the board is kept informed of the financial situation and the treasury situation.

It also considered the overall budget for 2016 and monitored the developments of the Europorte subsidiaries and of the maritime segment. 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 of directors also made preparations for the combined general meeting and, in particular, drew up the draft resolutions. The board decided to renew the share buyback programme.

Regarding corporate governance, during the 2015 financial year, the board of directors carried out its self-evaluation and approved the Chairman's report on internal control procedures for 2014. The board of directors determined the Chairman and Chief Executive's variable remuneration for 2014, 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 2015. When assessing the performance of the executive officers, the external board members meet without the internal board members being present.

At each meeting, the board of directors analysed the evolution of the Group's situation. During each session, including a one-day seminar devoted to presentations of the managers of the business units, the board of directors examined and approved the Group's strategy or parts thereof (including pending divestitures and acquisitions). The board of directors examined and monitored the developments in the negotiations for the Eurotunnel Group's disposal of its maritime freight business and the setup of the leasing of the Berlioz and the Rodin ferries to DFDS. The board of directors had the opportunity, in a strategy seminar, to conduct a detailed strategic analysis of the Group in its competitive environment and performed a review of the strategic plan and its implementation.

The board of directors paid increasing attention to the difficulties resulting from the increase of the crossing attempts to Great Britain and the extraordinary measures taken by the company and the authorities of the States to cope with them. It studied the works for the first refinancing phase and followed up the developments in the ElecLink project.

From the beginning of the year to 17 February 2016, the date on which the board of directors signed the financial statements for the year ended 31 December 2015, the board of directors held two meetings. The average attendance rate was 100%. These meetings included work on finalising the consolidated and parent company financial statements as of 31 December 2015, 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 2015 financial year and the criteria for the variable part of the remuneration of the Chairman and Chief Executive Officer for 2016. The board of directors expressed its views concerning the degree of risk that the company is willing to take in a given domain, to reach its objectives. This approach is one of the strategic steering tools provided to the governing bodies of the Group. The board of directors took note of the information conveyed to shareholders in this Registration Document, so that shareholders are fully able to evaluate the company's management, its board and its strategy. It has also considered, as proposed by the governance committee and the nomination and remuneration committee, the composition of the board of directors, due to the end of the term of office of some directors at the end of the general meeting of 27 April 2016. It checked that succession plans exist for the chairman and chief executive officer and other key officers, particularly in the event of an unforeseen vacancy.

16.2.3 COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors delegates to the special committees the task of preparing and submitting information on specific topics for the board's approval. Five committees investigate matters that fall within their field of responsibility, and submit their opinions and recommendations to the board of directors, namely: the Audit Committee, the Nomination and Remuneration Committee, the Safety and Security Committee, the Strategy and Sustainable Development Committee and the Ethics and Corporate Governance Committee, whose terms of reference are governed by the internal rules of the board of directors and its committees. Each committee has a chairperson.

Committees	Audit	Nomination and Remuneration	Strategy and Sustainable Development	Safety and Security	Ethics and Governance
J Gounon			D	D	●
C Neuville	D	●			D
P Hewitt				D
C Lewiner	D
P Rey	D	D
R Rochefort	●	D			D
P Levene			D
T Yeo			●		D
P Vasseur		D
JP Trotignon				●	D
P Camu			D

Composition of the board of directors committees (at 17 February 2016)

D Committee member ● Committee chairperson

Audit Committee

The Audit Committee is composed of at least 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 recommendation 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, Colette Neuville and, since 17 March 2015, Perrette Rey. Three quarters 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 SE complies with the recommendation 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 SE 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 (graduate of the ENSAE school of economics, statistics and finance, post-graduate degree in economics and a master's 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, given in 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 eight times in 2015; the average attendance rate of board members per meeting was 96%.

Audit Committee meeting attendance in 2015

	Number of
Members	meetings		Attendance
Colette Lewiner	8	8	100%
Colette Neuville	8	7	86%
Perrette Rey	5	5	100%
Robert Rochefort	8	8	100%

During the accounts closing preparation process, the Audit Committee hears 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.

In 2015, the Audit Committee examined the statutory and consolidated financial statements for the year ended 31 December 2014 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 internal audit director on the activities carried out by internal audit in the first half of 2015. It reviewed the procedures for identifying, monitoring and managing risks and internal audit, reviewed the risks and analysed the 2014 risk map, and examined significant financial and operational risks. It also considered the internal audit plan for 2015. It reported to the board of directors on its work. The Audit Committee proceeded to review the regulated agreements, as updated in accordance with the provisions of order 2014-863 of 31 July 2014.

Between the beginning of the year and 17 February 2016, the Audit Committee held two meetings. The attendance rate of its members was 100%. These meetings covered the proposed consolidated and statutory financial statements at 31 December 2015, the accounting treatment of material transactions during the period and the accounting methods. On that occasion, the board members external to the company met with the statutory auditors without the internal board members being present. The committee monitored the independence of the statutory auditors. The committee considered the reflections of the AMF in its June 2015 Guide on the pertinence, consistency and readability of financial statements and, given the major undertaking for simplifying the financial statements, debated on adding this item in the 2016 work programme of the Audit Committee.

After the initial preparatory meeting, held jointly with the Safety and Security Committee in December 2015, the Audit Committee reviewed in 2016 the procedures for identifying, monitoring and managing risks and internal audit, reviewed the risks and analysed the 2015 risk map, and examined significant financial and operational risks. The Audit Committee studied the risk appetite in relation to the results of the annual risk review and approved a proposed definition, as stated in section 16.9 of this Registration Document.

The Internal Audit Director reported to the committee on the activity of the Internal Audit department in the second half of the year 2015. The Audit Committee reviewed the internal audit plan for 2016. It also reviewed the update of the procedure for the preparation, validation and diffusion of financial communication, as well as the code of conduct.

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 is composed of Colette Neuville (chair), Philippe Vasseur, Robert Rochefort and Perrette Rey.

The Chairman and Chief Executive Officer is not a member of this committee; when his attendance is needed, he may participate to the works of the committee, in accordance with recommendation 17 of the Afep/Medef Code, on specific matters, such as inter alia, appointments or presentation of the policy on the remuneration of key senior managers who are not executive board members or chief executive officers.

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 SE 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 2015. The average attendance rate of members per meeting was 96.5%.

Nomination and Remuneration Committee meeting attendance in 2015

	Number of
Members	meetings		Attendance
Colette Neuville	7	6	87%
Perrette Rey	7	7	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 prepared 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 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. The committee worked on a system to link the remuneration of employees and of management to the company's performance, voted in by the general meeting of 29 April 2015, including a collective bonus share award plan for all Group employees and the allocation of non-voting preference shares to senior managers and executive officers, convertible into ordinary Shares after four years, subject to performance-related conditions.

The committee examined the board of directors' proposed report to the general meeting on the remuneration of the executive officers, reported in chapter 15 of the 2014 Registration Document. The committee participated in every step of the recruiting process of the Chief Financial and Corporate Officer. The committee convened to choose of the selection criteria, carry on a preliminary selection, followed by a second selection, and meet the approved candidates in the third selection step, in order to create the final list of candidates. The committee also organised the introduction of the final candidate to the board of directors.

Between the start of the year and 17 February 2016, the Nomination and Remuneration Committee held two meetings. The attendance rate of its members was 100%. These meetings covered the succession planning of the Group's executive officers, 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 variable remuneration for the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer for 2015, and the establishment of criteria for determining the Chairman and Chief Executive Officer's variable remuneration for 2016. The committee worked on a plan to align the interests of employees and executives to the performance of the business, including an allocation of free ordinary Shares to all employees of GET SE and its subsidiaries, with the exception of operating officers and bonus performance share awards.

The committee examined the proposed report of the board of directors to the general meeting on the remuneration of corporate officers, as contained in chapter 15 of this Registration Document. On 11 February 2016, the committee reviewed the independence of members of the board of directors.

The committee also heard the Group Director of Human Resources for the presentation of the Group's salary policy and on the policy for the remuneration of executive officers. The committee considered the succession plan of the executive officers approved by 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 is tasked with monitoring safety and security issues within each sector of activity of the Group.

In 2015, the committee met quarterly regarding matters pertaining to the Concession with an attendance rate of 80%. 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 2015, the committee remained focussed on the developments in the Truck Shuttle superstructures, inspection methods for tarpaulin-covered trucks prior to their loading, and the evacuation procedures of passenger trains, as well as certain large-scale maintenance programmes and large-scale projects such as ElecLink, Terminal 2015 or the GSM-R installation. Concerning safety, the committee closely monitored the major issues resulting from migrant crossing attempts to Great Britain and the extraordinary measures taken by the company and the authorities of the States to cope with them; the committee members inspected the Coquelles terminal several times in connection with these issues. Computer safety issues were also monitored regularly.

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 committee monitors safety indicators and the training and awareness actions taken by each subsidiary. The Committee also analyses the key incidents and consider remedies. The committee also meets as and when necessary to deal with matters arising and for site visits.

The key operational managers attend each of the committee meetings with regards to their area of the business:

• • for the Concession: the chief operating officer Concession, the safety and sustainable development director, the safety and security director, the public affairs director and the internal audit director;
• • for each of the rail freight subsidiaries: the managing director of the subsidiary, the operations director and the safety manager.

Other managers may attend the committee meetings depending on the matters under consideration by the committee, in particular, the chief financial and corporate officer and the safety and security director of the Group. Finally, since 2013, the committee has engaged in discussions with the management of certain key sub-contractors, in which the committee learns of their actions and results with regards to safety and security.

Between the start of the year and 17 February 2016, the committee met once for EPF and Socorail.

Strategy and Sustainable Development Committee

The Strategy and Sustainable Development Committee considers 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 SE and the Group,
• • significant acquisition or disposal transactions and strategic partnership agreements,
• sizeable internal restructuring operations,
• operations outside the approved strategy of GET SE or the Group,
• • significant financing operations or those likely to substantially change the financial structure of GET SE 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 considering the performance of GET SE 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 SE 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 SE 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 SE, 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 once in 2015. The attendance rate of the committee was 100%.

In its strategic role, the committee examined various development projects and monitored the progress of the project to run a high-voltage direct current cable through the Tunnel, providing interconnection capacity between France and England; it also examined the developments in the maritime business termination project.

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, 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 17 February 2016, the committee held no meeting.

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 members to encourage best governance and ethical practices at the Group, the board of directors set up 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 ensures that the ethic culture and the governance principles applicable to all the employees and the executive officers are circulated within the Group.

The Ethics and Corporate Governance Committee comprises all the chairpersons of the committee meetings. This committee is chaired by the Chairman and Chief Executive Officer of GET SE 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 SE, the Group or its subsidiaries.

This committee comprises five board members who each chair a board committee so that the predominantly ethical principles adopted by the Ethics and Corporate Governance Committee may inform the work of each of the other committees. The committee members are: Jacques Gounon (chair), Colette Neuville, Robert Rochefort, Tim Yeo and Jean-Pierre Trotignon. It met on 16 January 2015 with an attendance rate of 100%. In particular, it carried out a review of the draft update the company bylaws put to vote at the general meeting of 2015, and of the revised guide for the application of the Afep/Medef code. The committee also addressed the update of the board of directors' internal rules.

Between the beginning of the year and 17 February 2016, the committee met once with an attendance rate of 100%. During that meeting, the committee specifically reviewed the 2015 season of the general meetings of SBF120 companies, studied the comments and observations received from investors ahead of the general meeting of the Eurotunnel Group of 29 April 2015, analysed the AMF annual report on governance and compensation and that of the high committee of corporate governance (Haut Comit e de Gouvernement d'Entreprise). The committee decided upon the actions to be taken and gave the guidelines for the ´ works of the various meetings of the board of directors for 2016. The Ethics and Corporate Governance committee reviewed the updates to the board member's charter, the Code of conduct and the procedure for the preparation and validation of financial disclosures.

16.3. BOARD OF DIRECTORS SELF-EVALUATION

Evaluation of the board of directors is carried out each year in accordance with recommendation 10 of the Afep/Medef Code in a process overseen by the 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 discussions which take place each year.

This questionnaire comprises 74 questions (of which 53 on the board of directors), 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.

11 questions relate to the committees (common items and specific items).

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 ''fully satisfied'' and 5 to ''totally unsatisfied''.

The Senior Independent Director presented an analysis of the findings to the board of directors at its meeting on 22 January 2016.

The average score for all answers is 1.42 (1.50 in 2014). The overall opinion of board members on the board and its workings is largely positive. The directors confirmed their satisfaction regarding the quality of the relations between the board members, the quality of discussions, the information provided to the board members, as well as the number of committees, their membership, the number of meetings, and the attendance of the members. With an average score of 1.20 (1.50 in 2014), the effective contribution of each board member to the functioning of the board (skills and involvement) was considered very satisfactory. The current governance structure (with a combined role of chairman and chief executive officer) was also broadly supported (1.30).

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 through specific actions, including, inter alia, practical proposals to improve communication of the agendas of the committees and the information resulting from the work of the committees. The areas of improvement as highlighted by the assessment mostly related to the need to increase the participation by executive officers in board meetings, as well as the board's interaction with the strategic committee.

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 SE. 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 SE 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 SE

To the knowledge of GET SE, there are no service contracts between corporate officers and GET SE that provide for the granting of any particular benefits under the terms of such contracts.

GET SE has made no undertakings for the benefit of Jacques Gounon.

Jacques Gounon is the Group's Chairman and Chief Executive Officer and, due to the binational nature of the Concession, receives part of his remuneration from Eurotunnel Services Limited, as indicated in chapter 15 of this Registration Document. By virtue of English law, which cannot be derogated or waived, such payments technically create 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 SE. The recommendation 22 of the Afep/Medef Code, 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 AMF General Regulations, transactions involving GET SE 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 AMF General Regulations, 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 SE or any persons to whom they are related during the 2015 financial year:

Board member	Financial instrument	Type of transaction	Transaction date	Transaction location	Unit price	Number of units	Transaction amount
Perrette Rey	Shares	Purchase	04/08/2015	NYSE Euronext Paris	12.92 euros	2,000	25,840 euros
Patricia Hewitt	Shares	Purchase	27/11/2015	London Stock Exchange	8.441 pounds sterling	1,000	8,441.1 pounds sterling
Jean-Pierre Trotignon	Shares	Purchase	13/02/2015	NYSE Euronext Paris	12.11 euros	110	1,332.1 euros
Jean-Pierre Trotignon	Shares	Purchase	16/02/2015	NYSE Euronext Paris	12.015 euros	150	1,802.25 euros
Jean-Pierre Trotignon	Shares	Purchase	20/03/2015	NYSE Euronext Paris	12.38 euros	80	990.40 euros
Jean-Pierre Trotignon	Shares	Purchase	07/05/2015	NYSE Euronext Paris	14.10 euros	100	1,410 euros
Jean-Pierre Trotignon	Shares	Purchase	07/05/2015	NYSE Euronext Paris	13.385 euros	100	1,338.5 euros
Jean-Pierre Trotignon	Shares	Purchase	07/05/2015	NYSE Euronext Paris	13.405 euros	100	1,340.5 euros
Jean-Pierre Trotignon	Shares	Purchase	12/05/2015	NYSE Euronext Paris	13.50 euros	70	945 euros
Jean-Pierre Trotignon	Shares	Purchase	04/06/2015	NYSE Euronext Paris	13.55 euros	150	2,032.50 euros
Jean-Pierre Trotignon	Shares	Purchase	05/06/2015	NYSE Euronext Paris	13.235 euros	160	2,117.60 euros
Jean-Pierre Trotignon	Shares	Purchase	09/06/2015	NYSE Euronext Paris	13.085 euros	300	3,925.50 euros
Jean-Pierre Trotignon	Shares	Purchase	27/07/2015	NYSE Euronext Paris	13.30 euros	350	4,655 euros
Jean-Pierre Trotignon	Shares	Purchase	16/09/2015	NYSE Euronext Paris	12.05 euros	500	6,025 euros
Jean-Pierre Trotignon	Shares	Purchase	24/09/2015	NYSE Euronext Paris	11.70 euros	500	5,850 euros
Jean-Pierre Trotignon	Shares	Purchase	07/01/2016	NYSE Euronext Paris	10.72 euros	6,000	6,435 euros
Jean-Pierre Trotignon	Shares	Purchase	24/02/2016	NYSE Euronext Paris	8.894 euros	1,000	8,894 euros
Colette Lewiner	Shares	Purchase	29/07/2015	NYSE Euronext Paris	13.32 euros	1,000	13,320 euros
Peter Levene	Shares	Purchase	15/05/2015	NYSE Euronext Paris	13.77 euros	8,000	110,160 euros

Any transactions undertaken by the corporate officers in connection with GET SE financial instruments are governed by the code of conduct described in section 16.2.1 (g) of this Registration Document.

⁽¹⁾ Where transactions carried out by any one of these executive officers total more than f5,000 in any one calendar year.

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 (REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON INTERNAL CONTROL)

16.9.1 DEFINITION AND OBJECTIVES OF INTERNAL CONTROL AND RISK MANAGEMENT

a) Legal framework and reference framework

In accordance with article L. 22-537 paragraph 6 of the French Commercial Code, the Chairman of the Eurotunnel SE Group draws up a report on the Group's internal control and risk management procedures. The Chairman's report is the subject of a report produced by the statutory auditors, a copy of which can be found in section 16.9.4 of this Registration Document.

The Chairman's report was drafted in keeping with the Reference Framework recommended by the French Financial Markets Authority (AMF) dated 22 July 2010.

The Audit Committee examined the Chairman's report that was then reviewed and approved by the board of directors of GET SE on 17 February 2016, in accordance with Article L. 225-37 sub-paragraph 10 of the French Commercial Code.

b) Definition, objectives and scope of internal control and risk management

Internal control is a system comprising a combination of means, modes of conduct, procedures and actions adapted to the specific features of each company. It contributes to the effective management of the company's business, the efficiency of its operations and the efficient use of its resources and should enable it to appropriately factor in all significant risks, be they operational, financial or compliance-related.

Specifically, the system seeks to ensure:

• • compliance with the laws and regulations in force;
• • the implementation of instructions decided by the general management;
• • the proper functioning of the company's internal processes, particularly those related to safeguarding its tangible and intangible assets;
• • the reliability of financial information.

Internal control is not restricted to a set of procedures or mere accounting and financial processes and it does not encompass all the initiatives undertaken by corporate or management bodies. Moreover, it cannot provide an absolute guarantee that the company's objectives will be achieved.

The internal control and risk management system extends throughout the Group and its consolidated French and British subsidiaries.

As part of its continuous improvement approach, in 2015 the Group implemented the following actions to reinforce the internal control and risk management system:

• • the body of procedures was structured, updated and enhanced for the Group and the Business units;
• • the register of Group risks, based on a reference framework common to all subsidiaries, and the individual registers for each subsidiary, set up in 2013, were updated at the 2015 annual review.

16.9.2 COMPREHENSIVE RISK MANAGEMENT AND INTERNAL CONTROL PROCESS

a) Risk management procedures

The objective of the Group's risk management process is to enable general management and the board of directors to:

• • have a complete, consistent and structured view of all types of major risks to which the company is exposed and of their evolution; and
• • appreciate 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.

Risk management contributes to creating and preserving the company's value, assets and reputation. It provides greater security in the company's decision making and in its processes, which promotes the achievement of its objectives. It fosters consistency between the company's actions and its values and seeks to mobilise the company's employees around a common vision of the main risks and promote awareness among them of the risks inherent to their work.

i) Identification and analysis of risks

This first stage allows the key risks threatening the achievement of the company's objectives to be identified and consolidated. 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. This identification will be followed by an analysis which involves examining the potential consequences of the key risks (consequences that may be financial, human, legal or related to reputation) and estimating the likelihood that they may come to pass. This dual approach is a continuous process.

ii) Risk management

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 includes a formal annual review presented to the Audit Committee and, subsequently, to the board of directors of GET SE, at the end of the financial year under consideration. The risk reviews are based on the strategic plan applicable at the date of the relevant review.

Risk reviews are coordinated by the company's Corporate Risk Manager. These reviews seek to identify and quantify the risks facing the company and to identify and assess the mitigating measures put in place to manage them. They make it possible to implement a risk map.

The process, which consists primarily of formal interviews with directors and senior management across the company, 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 company's business and the knock-on effect that they may generate on pre-existing risks) 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).

The 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).

The risk register contains the following information:

• • description of the risk;
• • residual risk assessment, following consideration of mitigation measures, based on criteria of probability of occurrence and impact;
• • identification of the risk manager and the degree to which that manager considers the risk is managed as at the date of the review with a view to improving this.

The risks are classified in order according to the degree to which they are critical. All the Eurotunnel Group risks are grouped in categories and sub-categories which are common to all subsidiaries, to enable an appropriate and homogeneous point of comparison between them. In addition, a Group register has been compiled to enable monitoring at a more global level.

Thus, the risks of each Group subsidiary and the risks monitored at a corporate level are mapped in this manner. This approach, initiated in 2013, was completed and enhanced with the 2015 annual review.

This approach of identifying and analysing significant risks and processes strengthens the Group's knowledge of risk by formalising and consolidating work already done in this area. As part of the exercise of the 2015 annual risk review, the head of the Group financial control, with the main business units and senior management, have established a definition of the risk appetite approved by the board of directors, as the level of risk that the Group is willing to take in a given area in order to achieve its objectives. Risk appetite can also be expressed through quantitative and qualitative criteria. The Group's appetite for risk is implemented by the executive officers and applied by the management of the various entities and functional departments, through:

• • governance (bodies and decision mechanisms, supervision and monitoring);
• • structure (identifying key risks to watch, risk management policies through limits); and
• • monitoring (budget monitoring, reporting).

iii) Treatment and monitoring of risks

Each risk has a level of control that corresponds to the systems of selection and implementation of the measures aimed at altering it. The company may envisage a number of measures: reduction, transfer, deletion or acceptance of a risk. The choice of how to manage a risk will involve, in particular, weighing 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. The controls to be put in place fall under the scope of the internal control system. In this way, the internal control system contributes to the management of risks incurred in the company's activities.

The Corporate Risk Manager and Internal Audit monitor major risks and new or emerging risks, on an ongoing basis, and any significant changes are reported to the Executive Committee and to the Audit Committee.

b) Components of internal control

Internal control comprises of five closely related components, as follows:

• • control environment;
• • risk assessment;
• • control activities;
• • information and communication;
• • monitoring.

They are implemented by the Group as follows:

i) Control environment

The control environment, which is key to the internal control system and essential for good risk management and procedural application, is based on human behaviour and is the foundation for other internal control elements.

The control environment of the Eurotunnel Group is based on the following elements:

• • A general human resources policy which sets out the Group's values and operating principles, as well as the key measures in place in relation to working conditions and practices, staff training and development, and standards of conduct. For the Group, ethics and integrity are the surest guarantee of sustainable and responsible growth. To that end, the general policy is set forth in the Charter of Ethics and Behaviour, which was approved by the board of directors on 28 January 2013 and distributed to all employees. With the coming into force of the Bribery Act in the United Kingdom, 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. In this context, the Ethics Compliance steering committee was specifically set up in 2015 to ensure the implementation of adequate procedures, training and communication.
• • The board of directors' keen interest in internal control and general management's express desire for continuous improvement of operational processes.
• • Definition of responsibilities by means of a corporate organisation chart distributed via the intranet and job descriptions with responsibilities. In addition to the implementation of delegation of authority and approval limits, in key areas, and formal delegation of responsibility in the main operational areas.
• • The existence of a body of operational policies and procedures, documented for all the main business segments.
• • The existence of a formal monthly reporting process and quarterly budget reviews, ensuring the company's good financial management.

ii) Risk assessment

Every company has to face external and internal risks that may impede the full achievement of its objectives. The main risks to which the Eurotunnel Group considers itself exposed are described in Chapter 4 – Risk Factors.

The Group relies on a variety of processes to identify risks and take them into account:

• • The strategic plan, approved by the Management Committee, is presented to the GET SE board of directors. It defines the medium and long-term objectives of the Group and, taking account of the associated risks, sets out action plans to achieve them.
• • The annual budget establishes short-term operational and commercial objectives for each of the Group's main areas of activity, as well as the expected financial results. The annual budget is presented to the GET SE board of directors.
• • Performance indicators (KPIs) are established for the main identified risk areas, including safety, commercial performance and operational reliability. These indicators are reported on a weekly basis to members of the Executive Committee.
• • An annual corporate risk review is carried out and the results are reported to the Audit Committee and board of directors of GET SE. This review is described in section 16.9.2a).

iii) Control activities

Proportionate controls for the issues at stake in each process are designed to make sure the necessary steps are taken to manage risks likely to impede the achievement of the company's objectives. The application of regulations and procedures assist in the implementation of guidelines issued by management. Control activities are carried out at all hierarchical and functional levels of the company. For each business area, specific measures are recommended to ensure compliance with the key aspects of internal control.

In the human resources area, the Ethics and Corporate Governance Committee has contributed to introduce the Ethics and Governance Code which refers to all the procedures. This committee enables an ethical culture and ethical principles to be disseminated throughout the company and invigorate the work of the Board and executive officers. In addition, the French Group Committee, set up in 2014, providing an opportunity for the mutual sharing of information, an exchange of viewpoints and dialogue between French employee representatives and the Group's management on strategic objectives and the key staff issues met on 14 October 2014 to keep the employees abreast of the developments and the outlook going forward for the Group. A Committee of the European Company was established and held its first meeting on 24 September 2015. It brings together the staff representatives in France and the United Kingdom (representatives with a labour union or elected service contract) and the Group Management: this new body for consultation and dialogue at the European level provides a forum for communicating information on the major issues concerning the European Company. With regard to internal communications, a Group intranet, set up in 2014, enables each and every employee to have access to information on his or her subsidiary and on the Eurotunnel Group, particularly where internal control procedures are concerned. With regard to payroll functions, formal procedures are in place and strict segregation of duties is implemented within HR in the key stages of the payroll process.

In the area of Corporate Social Responsibility, the Eurotunnel Group has adopted a formal CSR policy, upheld and supported at the highest tier of the organisation by the Chairman and Chief Executive Officer (signed on 13 March 2015). It outlines the principles, the stakes and the commitments of the Group, describes the social, territorial, environmental, economic and ethical challenges, and defines the commitments to be met. Moreover, since 2013, the Group is signatory to the United Nations Global Compact and has fully embraced its ten key principles, notably those relating to Human rights and the Labour law.

In the purchasing area, the Code of Conduct for Purchasing, brought up to date in 2011, is the practical and ethical guide that enables each employee to comply with the applicable laws and regulations and also, to develop a climate of trust between Group representatives and persons outside the business. Formal purchasing procedures and delegation of authority are in place for the management and approval of purchases. In addition, a Responsible Supplier Charter has been in place since 2010, to build lasting and balanced relationships between customers and suppliers. Finally, the call-for-tenders procedures require that competitive conditions are in place in addition to a supplier approval process.

In the safety area, procedures related to the protection of people, goods and data underpin the risk cover principles in terms of organisation and safety. The Safety and Security Committee monitors performance in these areas by means of quarterly reports from the Security and Sustainable Development Directorate. 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. Furthermore, a formal document entitled SGS (Security Management System) is updated as necessary and at least once 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 SGS is formally approved by the IGC in its capacity as Safety Authority.

In the information systems area, risks associated with data and system integrity are covered by procedures and controls that are integrated in the systems themselves. The Group has an IT Tool Utilisation Guide which allows all employees to share best practice and levels of control that are adapted to the level of risk exposure. This policy is accompanied by an information systems safety audit programme carried out by an external service.

In the legal area, organisation at local level ensures that within each business segment and department, French, British and European legislation is complied with, particularly in the following areas: anti-corruption, competition, personal data protection and securities transactions. An anti-fraud programme is in operation providing staff training and organising campaigns to raise awareness concerning the major fraud risks. A whistle-blowing system is in place: any employee may refer to the Group's Ethics Advisory Service if he feels that it may be difficult to communicate directly with his superior or that such communication might not be followed up appropriately. The Code of Conduct, in place since 2010 and regularly updated, contains a reminder of the measures intended to prevent insider trading and establishes ''no-trade window'' periods. Lastly, the Ethics Compliance steering committee was specifically set up in 2015 to ensure the implementation of suitable procedures, training and communication. This year, the committee reviewed the new UK Anti bribery and corruption legislation and took action by carrying out a risk assessment of the company as well as interviewing the heads of departments and directors to gauge their level of knowledge and awareness of this issue.

In the insurance area, the Group only deals with top-rated insurers. In particular, it has arrangements in place to cover civil liability for all its entities, as well as property damage and loss of revenue resulting from an insured 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.

In the treasury area, a corporate Treasury Risk Management Committee (TRMC) is in place; it monitors foreign exchange and interest rate trends and the use of financial instruments, in addition to cash flow, cash and compliance with banking covenants. Cash management and investment policies are approved annually by the GET SE board of directors. The treasury management plan enables monitoring of foreseeable cash flow availability for the Group's different entities.

The control activities in the Accounting and Finance area are the subject of a specific description set out in section 16.9.3 entitled Internal control procedures related to the preparation and treatment of financial and accounting information.

iv) Information and internal communications

The Group ensures the internal distribution of relevant and reliable information that allows everyone to fulfil their responsibilities. This covers both the efficiency and integrity of information systems and ensures efficient multi-directional communication within the company.

The board of directors of GET SE is regularly provided with the information it requires:

• • annually, the strategic plan and the annual budget;
• • monthly, a report containing information on financial results and the financial situation, in addition to a summary of commercial and operational performance.

The Audit Committee, the Nomination and Remuneration Committee, the Safety and Security Committee, the Strategy and Sustainable Development Committee and the Ethics and Corporate Governance Committee of the board of directors of GET SE receive reports of concern to them at each of their periodic meetings. The Chairmen of these committees keep the GET SE board of directors informed of the work of their committees.

The members of the Executive Committee of GET SE receive the following documents for information purposes:

• • monthly, a report on the financial results and analysis of performance in relation to the budget; and
• • monthly, a report containing the key performance indicators for each business segment (safety, commercial performance and market share, productivity and operational reliability, service quality, employee headcount and related statistics, financial results with comparison against the budget and against the most recent forecasts);
• • weekly, a report setting out key information related to safety, human resources, operations, and to commercial and financial performance.

Regular communication with Group personnel is ensured through the MyGet intranet, launched in 2014, which allows each employee to obtain information on the Group's main activities and on new policies and procedures applicable within the company. In addition, a newsletter is produced for each subsidiary. Periodic meetings held by the Management Forum bring together the Group's key managers for general discussions.

v) Monitoring and supervision

Monitoring entails periodic assessment of the internal control system. 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. During 2015 and up to the date of this Registration Document, GET SE has not identified any major shortcomings in its internal control system.

Monitoring and supervision falls under the responsibility of the board of directors of GET SE, and the following parties:

General Management and its Management Committee

The mission of general management is to define the key aspects of the risk management and internal control systems and to ensure their implementation. To do so, it is supported by the operational directorates.

The Audit Committee

The Audit Committee is responsible for monitoring actions undertaken with regard to internal control and reports to the board of directors. Twice a year, the committee examines the internal audit plan and its objectives, as well as the general conclusions of internal audit missions. The initiatives and projects that shape internal control are also presented to it. The committee then reports on its findings and views to the board of directors.

The Group Financial Control Department

The Group Financial Control Department is responsible for all Finance functions within the Group, through its centralised functions (planning, reporting, consolidation, tax matters, accounting and treasury) and through its functional links with the financial director of each subsidiary. It encourages a sound understanding of the Group's internal control rules as well as their dissemination and proper application, and it monitors the progress of internal control and risk management projects.

The Risk Management and Internal Control department reports to the Group's Financial Control Department. This department is responsible for implementation and monitoring of the key risk map in order to minimise the impact of adverse events and fully capitalise on opportunities. It is also tasked with the development and deployment of internal control throughout the entire Group. Alongside professional experts, it coordinates the implementation of projects and internal control tasks decided by general management.

The Risk Committee

This committee participates in the opening and closure of the annual risk review. It is in charge of reviewing and approving the mapping results generated by the annual risk review. It comprises the Chief Corporate Officer, the Head of the Financial Control Department, the Director of Internal Audit, the General Secretary to the board of directors, the Chief Operating Officer – Concession, the Chairman of Europorte and the Corporate Risk Manager.

The Internal Audit department

The Internal Audit department reports to the Group's General Management. Twice a year, the Head of Internal Audit reports to the Audit Committee on the work undertaken by his department. It plans audit works in order to ensure appropriate cover for all the main risk factors and it submits an audit plan to the Audit Committee. A formal process exists for the correction of weaknesses highlighted in internal audit reports. The status of corrective actions is presented to the Audit Committee.

The Internal Audit department comprises a central team which performs regular consultancy and insurance missions on the operational units, as well as on corporate or cross-departmental subjects. For each mission, a report is drawn up stating the general opinion on the level of control over the risks inherent to the activity concerned, and the findings identified as well as its recommendations under an action plan to be implemented by the audited entity. This report is passed on to the functional department concerned and to the Deputy Chief Executive Officer and to the Chief Executive Officer.

An integral part of the corporate risk assessment, internal audit takes part in the annual risk review and assesses the appropriateness and effectiveness of measures in place to mitigate the identified risks. The results of the corporate risk assessment and the internal audit review are presented to the Audit Committee.

The Internal Audit department maps the insurance activities showing the extent of cover for the major risks faced by the organisation. In particular, Internal Audit consults the Safety and Security Committee each year to identify all the insurance activity requirements in these areas.

The Internal Audit department received certification in 2012 from IFACI (Institut Fran ¸cais de l'Audit et du Contr ole Internes – the ˆ French Audit and Internal Control Institute), under the International Professional Practices Framework (IPPF) for the internal audit profession. In 2015, the IFACI certification was renewed.

Specific committees

The Group has set up a number of specific committees:

• the Investment Committee which endorses the Group's major investment projects,
• the Commitments Committee which endorses the key sales and purchasing contracts of the Group's various entities,
• the corporate Treasury Risk Management Committee.

Within the Concessionaire companies, specific operational committees are in place and have responsibility for the following specific areas:

• • Safety Committee,
• • Operating Performance Committee (service quality and customer experience),
• • Risk Committee,
• • IT Development Committee.

Specific monitoring groups oversee progress achieved in key projects (Vision 2020, new Shuttles).

16.9.3 INTERNAL CONTROL PROCEDURES RELATED TO THE PREPARATION AND TREATMENT OF FINANCIAL AND ACCOUNTING INFORMATION

a) Monitoring the accounting and financial structure

i) Structure

Corporate general management is responsible for preparing the Group's parent and consolidated financial statements and implementing the internal control systems related to finance and accounting. 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:

• • it ensures the Group has the organisation and resources in place to guarantee that the financial statements reflect 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 year-end closing of the financial statements, paying particular attention to the accounting treatment of major or complex transactions, the quality of estimates used in the consolidated financial statements and the year-end closing procedures that are considered sensitive;
• • it is informed of the auditors' conclusions drawn from their work on the individual and consolidated financial statements. It also keeps itself abreast of any significant risks or major weakness in internal control notified by the auditors and makes sure that these are addressed by the corrective actions implemented by the Group.

Financial management is centralised in the Group's Financial Control 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 Eurotunnel Group, both in the United Kingdom and France, in addition to its freight activities in Spain and Belgium.

Accounts management is performed by each entity in accordance with the Group's accounting principles. Data are then passed to the Group's Financial Control Department for consolidation.

The Audit Committee plays a crucial role in controlling the Group's financial reporting and in preparatory work for year-end closing of the financial statements and consideration of the interim statements by the board of directors, in particular:

• • any changes to accounting policies are reviewed by the Audit Committee;
• • the Group Financial Control Department submits a quarterly report to the Audit Committee on major accounting and reporting issues and options;
• • the Audit Committee reviews the annual and half-year consolidated financial statements before their presentation to the GET SE board of directors;
• • at these meetings, the committee receives formal reports drawn up by the statutory auditors, financial management, internal audit, and treasury and risk management.

ii) The accounting rules

The quality of accounting and financial information relies on observance of the accounting rules and principles by both the accounts production process and the year-end closing process, to ensure that the information contained in the financial statements is true and fair.

The rules to be observed for accounts production and upstream processes are the following: truthfulness of transactions and events recorded, completeness of all transactions and events, accurate measurement of amounts related to transactions, the accrual principle and appropriate classification of transactions and events in the accounts.

The rules to be observed for the year-end closing process are the following: existence of assets and liabilities, rights and obligations, completeness of assets and liabilities, accurate measurement and allocation of assets and liabilities, appropriate

presentation and intelligibility of the financial information, truthfulness of rights and obligations, accurate measurement and assessment of financial information.

These rules are set forth in written procedures and cover all operations performed by the Group's Financial Control Department; they are accessible and are conveyed to the various Group entities.

iii) Organisation and security of information systems

A single integrated accounting system, SAP ECC, is used across all accounting entities, with the exception of GBRf. The transmission of transactions and accounting data using other SAP modules is automatic. 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. Appropriate measures are in place to cope with the risk of unauthorised intrusion into information systems and its possible consequences, from inappropriate access to loss of data.

b) Processes involved in the preparation of published accounting and financial information

i) 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. These controls are applied for all processes feeding into the accounts, particularly operating revenue, purchases, inventory control, fixed assets, payroll and treasury, in addition to capital transactions and provisions and commitments. The month-end closures, including detailed verification of the main revenue and expenditure accounts, are carried out by the budget controllers. Formal balance sheet reconciliations are also carried out by the accounts department.

Financial and management 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.

ii) Consolidation

• • Consolidation of the financial statements of the various Group entities is carried out centrally by the Group's Financial Control Department, which ensures that 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 allowing the Group to anticipate the accounting treatment of complex transactions;
• – publication by the Group's Financial Control Department of a timetable and period-end closure instructions for the subsidiaries;
• – preparation of consolidation information by subsidiaries to ensure standardisation in the application of Group accounting policies and in the information reported in the Group's consolidated financial statements.

iii) External communication of financial information

An annual timetable is drawn up by the Group's Financial Control Department setting out the periodic obligations related to the provision of accounting and financial communications to the market. This schedule, 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.

iv) Statutory auditors

Independently from the Group's Financial Control Department, the statutory auditors, as part of their work to audit and certify the financial statements, carry out a review of the internal control procedures used to prepare and ensure the quality of the financial statements.

16.9.4 REPORT OF THE STATUTORY AUDITORS, 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 SE

To the shareholders,

In our capacity as statutory auditors of Groupe Eurotunnel SE, 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 2015.

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 of the French Commercial Code 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.

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.

The statutory auditors

Paris La D efense 17 February 2016 ´ Courbevoie, 17 February 2016

KPMG Audit Mazars Department of KPMG S.A.

Associate Associate

Fabrice Odent Jean-Marc Deslandes

16.9.5 SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED AGREEMENTS AND COMMITMENTS

General Meeting held to approve the financial statements for the year ended 31 December 2015

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, main characteristics as well as the reasons proving their interest for the company 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 COMPANY'S GENERAL MEETING Agreements and commitments authorised in the course of the year

We inform you that we have not been advised of any agreement or commitment authorised in the course of the year to be submitted to the general meeting of shareholders for approval, under article L. 225-38 of the French Commercial Code.

Agreements and commitments authorised since the financial year now ended

We inform you that we have not been advised of any agreement or commitment authorised since the financial year now ended to be submitted to the general meeting of shareholders for approval, under article L. 225-38 of the French Commercial Code.

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 2015.

• 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 plans

Purpose and conditions:

Mr. Emmanuel Moulin, deputy Chief Executive Officer until the 31 March 2015, got the benefit on the first quarter of 2015 of the complementary pension and contingency scheme under article L. 242-1 of the French Social Security Code: Emmanuel Moulin received, 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, further to the prior approval of the board of directors on 18 December 2013, was approved by the shareholders in general meeting on 29 April 2014.

This agreement is effective since the 1st January 2014. The contributions to the complementary pension and contingency scheme amount to e3,043 out of e59,007 for all beneficiaries for the reporting period ending on the 31 December 2015.

This agreement has been reviewed by the board of directors of GET SE during its annual review of agreements and commitments in accordance with the ordinance of the 31 July 2014.

The statutory auditors

Paris La D efense 17 February 2016 ´ Courbevoie, 17 February 2016

KPMG Audit Mazars Department of KPMG S.A.

Associate Associate

Fabrice Odent Jean-Marc Deslandes

16.10. CORPORATE GOVERNANCE

GET SE 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 recommendation 25.1 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
Gender representation
20% three years after the 2010 general meeting	2016: 36.60% women
40% six years from 2010 general meeting	Explanation in section 16.2.1

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 SE'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 business days before midnight Paris time on the day before the meeting, either in the registered accounts held by GET SE or in a securities account belonging to the shareholder at the authorised intermediary.

◦		◦
17.1.	OVERVIEW OF EUROTUNNEL GROUP'S CSR PROCEDURE	130
17.1.1	Origin of the CSR procedure and Eurotunnel's commitments	130
17.1.2	Materiality and dialogue with stakeholders	130
17.1.3	Main dimensions of the CSR policy and 2015 highlights	132
17.1.4	Policy steering and organisation	132
17.1.5	Reporting methods and certification of data	133
17.1.6	Indices and awards	133
17.2.	PEOPLE	133
17.2.1	Health and safety	134
17.2.2	Working conditions	137
17.2.3	Dialogue and labour relations	138
17.2.4	Employment	140
17.2.5	Training	145
17.3.	REGION	146
17.3.1	Customer satisfaction and loyalty-building	146
17.3.2	Promotion of rail transportation	147
17.3.3	Regional development	148
17.3.4	Best business practices: being fair and responsible	149
17.4.	NATURE	150
17.4.1	General environmental policy	151
17.4.2	Climate change and energy policy	152
17.4.3	Circular economy and waste management	155
17.4.4	Protection of biodiversity	155
17.5.	CROSS-REFERENCE TABLE	156
17.6.	CSR POLICY: PRINCIPLES, CHALLENGES AND COMMITMENTS	165
17.7.	REPORT BY THE STATUTORY AUDITOR, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED LABOUR, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT	168

17.1. OVERVIEW OF EUROTUNNEL GROUP'S CSR PROCEDURE

17.1.1 ORIGIN OF THE CSR PROCEDURE AND EUROTUNNEL'S COMMITMENTS

Group's history and commitments

From the very beginning, as an innovative rail company and responsible infrastructure manager, Eurotunnel Group has adopted a social responsibility policy, which seeks to reconcile financial performance, social equity and environmental protection, within a framework of continuous improvement.

Eurotunnel Group has placed social responsibility at the heart of its business activities and in its interactions with the various internal and external stakeholders, clearly demonstrating its commitments to its partners such as employees, customers, suppliers, shareholders, investors, regional government bodies, local authorities, associations and communities.

Overview of the CSR policy

Eurotunnel Group has set up a formal CSR policy, supported and sustained at the highest level of the organisation by the Chairman and Chief Executive Officer and the Board of Directors in particular. This policy, which entered into force in 2015, dictates the Group's principles, challenges and commitments. The CSR objectives are defined each year and are included in the objectives assigned to the directors and the heads of the various entities of the Group.

True to its principles, the Group has implemented for over twenty years now, a policy that is both demanding and concrete to promote corporate social responsibility, mainly in three main areas that represent the strategic priorities in its business:

• People, i.e. each of the 3,992 men and women employed by Eurotunnel Group;
• Region, i.e. all communities the Group is connected to everywhere in France, in the UK and in Europe;
• Nature, i.e. the environment and ecosystems with which its growing operations interact.

Eurotunnel Group's CSR policy is in line with the observance of fundamental rights as defined in the major international principles – the 1948 Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, OECD guidelines for multi-national companies, and the principles of the United Nations Global Compact. Eurotunnel Group supports, adheres to and actively participates in the World Forum for a Responsible Economy and the values it promotes.

17.1.2 MATERIALITY AND DIALOGUE WITH STAKEHOLDERS

Group teams in each of their respective areas, are listening to their stakeholders and primarily to their clients in order to ensure a correlation between their expectations and the Group's long-term goals. Constructive dialogue based on trust is clearly established with the various stakeholders. To go even further, the Group aims to formalise the results of the dialogue at different levels of its organisation.

In 2015, Eurotunnel Group conducted a materiality analysis to determine its most significant ethical, social or environmental challenges, both internal and external to the company, in light of the potentially major impact on its stakeholders, its environment or its economic performance. This analysis was conducted in a context that was not yet affected by the migration crisis and its impacts in terms of security, brand image and customer service. The procedure included consulting with the main stakeholders within and outside the Group, to identify and establish the hierarchical order of the Group's primary CSR challenges, both internal and external. It also allowed the Group to identify present and future opportunities and risks that could have a significant impact on its stakeholders, its environment or its economic performance.

Methodology

Materiality analysis consists in identifying the main CSR challenges for the Group and establishing their hierarchical order, based on its operations and its stakeholders' expectations. This analysis was conducted by KPMG in three main steps:

Step 1 – Identification: 57 challenges were identified through internal and external documentary review of Eurotunnel Group (Group's publications and publications by companies in the same sector, analysis of media coverage, and repositories specifications).

Step 2 – Assessment by the stakeholders: 25 internal and external stakeholders were polled by an independent third party based on a questionnaire. The top 25 CSR challenges were identified.

Step 3 – Prioritising of challenges: This is represented as a materiality matrix that reflects the importance given by the respondent stakeholders and the impact that each challenge has on the Group's business.

Results

By establishing this hierarchical order, it identified a list of challenges arranged in their order of priority (top priority, very important, important).

PRIORITY	1	Development of the business activity	Safety and security of sites
CHALLENGES	2	Development of the business activity	Efficiency and reliability of equipment and infrastructures
	3	Investing in our employees	Employee safety
	4	Development of the business activity	Safety of travellers and goods
	5	Environmental performance	General policy governing environmental management

Eurotunnel Group assessed all the policies, procedures and means adopted for each of the challenges in order to determine the actions to be conducted to consolidate or step up its performance, as part of a continuous improvement process.

With this procedure, the primary values of the Group were singled out according to its stakeholders: safety and security, service, employees, environment, innovation.

Most of these priority challenges were deemed by the stakeholders to be adequately addressed by the Group (safety of employees, travellers and goods, general policy governing environmental management). Safety in particular comes across as both a priority challenge and a core value for the Group. The stakeholders also emphasised the importance of the Group's role as a promoter of rail freight with low environmental impact (compared to transportation of goods by road). Eurotunnel Group's actions in the field of energy are foremost among those cited when discussing the Group's CSR procedure.

17.1.3 MAIN DIMENSIONS OF THE CSR POLICY AND 2015 HIGHLIGHTS

The table below illustrates the most material challenges for Eurotunnel Group in each of its three areas of responsibility, as identified through the materiality analysis, and shows the key events for the year 2015:

	Ambition	The most material challenges	Key events in 2015
People	As a responsible employer, Health, safety and security Eurotunnel Group is committed to (including that of infrastructures		1st year of operation for the European Company Committee
	providing a working environment that fosters personal development	and the industrial sites)	Committee for occupational health
	and fulfilment in order to attract	Working conditions	and well-being created
	and retain good, qualified staff.	Dialogue and labour relations	Success Factors system deployed
		Employment
		Training
Region	As a committed partner in the	Traveller safety	1st MOOC ''Sur les rails de
	economic and social environment in which it operates, Eurotunnel Group is actively engaged in	Customer satisfaction and loyalty­ building	l'emploi'' (On-track to employment), a free, open to everyone, online training course on
	establishing its regional foothold	Promotion of rail transportation	jobs in the railways, organised
	and has created several thousand direct, indirect and related jobs in Kent and the Pas-de-Calais since its establishment. The Group also demonstrates its corporate social responsibility in its concrete commitments and solidarity with the community, in partnership with the local authorities and associations.	Regional development
Nature As part of its commitment to low-carbon transport, the Group		Climate change and energy policy	In December 2015, Eurotunnel Group included the new version of
	undertakes to reduce the impacts	Circular economy	the Low Carbon 100 Europe�
	of its own operations on the environment, raise awareness among its staff about civic environmentalism practices, opt for innovative, environmentally- friendly products, and strengthen actions that promote the protection of diversity.	Protection of biodiversity	index that measures the performance of the 100 largest European companies with the lowest CO2 emission levels in their respective business sectors 11th successive Green Flag award

17.1.4 POLICY STEERING AND ORGANISATION

Governance – board

The Strategy and Sustainable Development Committee examines questions concerning the environmental objectives of the company or the Group and reports on these to the board of directors. The Committee is responsible for regularly examining the performance of GET SE and the Group in environmental matters and the strategic initiatives designed to promote good environmental management, preserve natural resources and limit the impact of GET SE's and the Group's activities on the environment.

The works undertaken by the Committee composed of Tim Yeo, Chairman, Philippe Camu, Peter Levene and Jacques Gounon, Chairman and CEO of GET SE, are described in chapter 16 of this Registration Document. The Committee oversees the establishment of the Group's CSR policy and receives reports from the various managers of the company's ''Green plan'' that sets down the environmental priority of a multi-year programme on sustainable development, structured around the themes included in the global CSR policy.

Remuneration

For the year 2015, the Nomination and Remuneration Committee advocated a discussion on the creation of a composite CSR performance index that is more stringent, stable, pertinent and balanced. The Group appointed an external consultant to create a benchmark on the business practices of CAC 40 companies and to conduct a qualitative survey of the Group's internal and external stakeholders. Through this initiative, four areas that are directly linked to the Group's activities were identified – health, safety and security, labour relations, GHG emission, and customer satisfaction. For each of these areas, indicators and targets were established so as to calculate a completion rate with respect to the composite index, according to the objectives fixed for each area. This index is used to calculate 10% of the annual variable remuneration of the Chairman and CEO.

17.1.5 REPORTING METHODS AND CERTIFICATION OF DATA

Eurotunnel Group's social and environmental reporting is based on the labour and environmental information stipulated in Article 225 of French law No. 2010-788 of 12 July 2010, known as ''Grenelle 2'', and on the transparency principles of the Global Reporting Initiative (GRI). Based on the materiality analysis conducted by KPMG in 2015, the challenges deemed as the most material were also identified as such by the Eurotunnel Group.

17.1.6 INDICES AND AWARDS

Indices

In 2015, Eurotunnel Group was included in the following sustainable development indices:

• • Dow Jones' STOXX Global ESG Leaders indices, in particular EURO STOXX Sustainability and Stoxx Europe Sustainability;
• • Gaia Index, the ISR index for mid-caps developed by IDMidCaps and EthiFinance for the sixth year running;
• • Euronext Low Carbon 100 Europe� index: in December 2015, Eurotunnel Group joined the new version of the Low Carbon 100 Europe� index that measures the performance of the 100 largest European companies with the lowest CO2 emission levels in their respective business sectors. The selection is based on an in-depth and accurate assessment of the carbon footprint of each company and is overseen by a scientific committee composed of experts, NGOs, public partners and financial sectors;
• • The FTSE4Good index, joined following the update in September 2014: the FTSE4Good index measures the performance of companies whose commitment in the environmental, social and corporate social responsibility (CRS) fields is significant.

In this connection, Eurotunnel Group is regularly monitored by several non-financial rating agencies.

Awards

In 2015, Eurotunnel Group won the following awards:

• 1st prize, the Dynamique de gouvernance award by the jury in the 12th edition of the Grand Prix for Corporate governance that rewards the best of the companies listed on the Paris Bourse Stock Exchange for the quality of their Corporate Governance practices.
• • Green Flag Award: for the 11th year running, Eurotunnel received the green flag in July 2015 in recognition of its accomplishments in safeguarding the environment at Samphire Hoe, a natural reserve in England that is home to several rare species of fauna and flora. Eurotunnel partners with White Cliffs Countryside Partnership to jointly manage Samphire Hoe that welcomes over 80,000 visitors each year.
• • Freight and Logistics award: GB Railfreight, the British rail freight subsidiary, won the most prestigious award in the world of railways – the Freight and Logistics prize – at the National Rail Awards 2015 for its major contribution to the development of rail freight in Great Britain, the consolidation of its business activity on certain segments – notably aggregates – and for the infrastructure and the quality of its services.
• • In December 2014, Eurotunnel Group won the Silver trophy in the first edition of the Human Capital Awards organised by Leaders League (publisher of the D ecideurs magazine) in recognition of its human resources policy. ´

17.2. PEOPLE

Overview of the Group's policy

As a responsible employer, 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 for all Group employees throughout their career.

These human resources policies recognise each employee's contribution, taking account of that employee's qualifications, level of responsibility and individual performance.

Eurotunnel Group staff members 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 coming under the rail freight transport and port infrastructure management

activities are employed by the entities in that segment. Staff may also be seconded to other Group companies. The company who acts as employer bills the other Group companies for their respective staff costs. The Group's senior managers are mostly employed by GET SE.

The most material challenges

The Group's commitment is focussed on the challenges that have been deemed the most material in the materiality analysis:

• • Safety of employees, travellers, goods and sites, as well as the efficiency and reliability of the equipment and infrastructures;
• • Well-being at work and balance between private life and professional life;
• • Implementation of efficient forms of dialogue with employees;
• • Working conditions;
• • Employment and development of appeal.

17.2.1 HEALTH AND SAFETY

Group's challenges and policy

Site safety and security, safety of employees, travellers and goods, as well as the efficiency and reliability of equipment and infrastructures were identified by Eurotunnel Group stakeholders during the materiality analysis as being the priority challenges for the Group. Safety is also a part of the Group's values and is considered by the stakeholders to be adequately addressed by the Group. Several mechanisms and procedures, which are reinforced on a regular basis, are used within Eurotunnel Group and its entities to ensure and reinforce work safety and security.

Additionally, the Group makes a distinction between two areas of its activity, namely safety and security:

• The Group defines security as protection against external risks, resulting more specifically from deliberate, malicious acts; • Safety involves the protection against risks arising from faults, damages, errors and hazards, of a physical, emotional or psychological nature, etc.

Employee health was also identified as a major issue for the Group in the materiality analysis conducted in 2015. For the Eurotunnel Group, health is a comprehensive state of physical, mental and social well-being that is promoted in the company by monitoring employees, being attentive to them and conducting preventive actions with the department of occupational health (monitoring of aptitudes, interviews with medical staff, psychological help, vaccination campaigns, improvement of working conditions, recognising hardship, etc.).

Safety is an absolute priority for Eurotunnel Group. Within the Board of directors, the Safety and Security Committee oversees the safety of customers, employees, subcontractors and all stakeholders. Performance in matters of safety is monitored regularly as part of the continuous improvement process with appropriate corrective actions taken as needed. The Group has adopted policies and procedures to ensure the health, safety and well-being of its staff (SAFD and OENV).

Fundamental to the Fixed Link design, safety has remained a core operating principle and a key challenge across the Group. The transportation system has reached a safety level that is recognised as good, and supported by the feedback gathered right from the beginning of Eurotunnel's operation. With the health and safety mechanisms set up by Eurotunnel Group, employees are guaranteed working conditions in compliance with the governing laws in each location of the Group's sites and the human resources policy of each subsidiary. In order to test response plans for the emergency services and good coordination in the event of an accident in the Tunnel, Eurotunnel and the Authorities organise an annual major full-scale safety exercise: the Binat (as in binational). Held in January 2016, the latest Binat was the 25th since the construction of the Tunnel and the 19th since the opening of services in 1994.

Eurotunnel commends the enhancement of appropriate behaviours and has established a set of procedures to ensure that the infrastructure and equipment are used efficiently. The control over all of these risk areas provides the foundation for overall safety performance.

Like safety, health has always been a major concern for the Group. Its policy in this area is based on transparency, discipline and discussion at all levels in the company. It is sent to everyone and reviewed in light of the experience gained.

In France, a charter on the handling of work-related psychosocial risks has been in force since April 2009 for ESGIE employees. This establishes the procedure adopted by the company to deal with cases of suffering at work. In keeping with this charter, a commission was set up to anticipate and address work-related psychosocial risks, and a psychological unit was created in July 2015 with the members of the committee on hygiene, safety and working conditions (CHSCT). The commission, whose members were re-appointed in 2015 after consulting with the works council, meets quarterly with an associated plan of action. A so-called non-standard agreement was ratified with the staff representative bodies (IRP).

In July 2015, ESGIE also signed a company agreement on the donation of days off to parents of a seriously ill child, and extended it to cover spouses and co-workers who are seriously ill, isolated and vulnerable.

Actions and means implemented

Organisation

Within the Board of directors, the Safety and Security Committee ensures that the mechanisms and procedures designed to ensure the safety of customers, employees, subcontractors and all stakeholders are implemented. Additionally, each segment of the Group has its own safety and sustainable development department whose main task is to define the company's safety objectives and to guarantee the implementation and application of all the safety rules. It is also in charge of measuring performance within the various departments, with the objective of steadily establishing a safe and healthy work environment. All safety performance are regularly monitored by each of the entities as part of a programme for continuous improvement and any corrective actions are taken as necessary.

The main security expenditure (to ensure System security) in 2015 stood at a net amount of approximately e29 million (e12 million in 2014 and e11.3 million in 2013) for the Fixed Link.

Safety of facilities

The safety management system of Europorte's French and British entities licensed as rail companies is mandatory under the legislation of the different countries in which they operate.

The operating system for the Shuttle was designed under the supervision of the Intergovernmental Commission (IGC) and the Safety and Security Committee. Each phase of the initial design was examined by the IGC and formally acknowledged by way of a no-objection statement.

IGC and the Safety and Security Committee were created under the Treaty of Canterbury and the Concession agreement. IGC and the Safety and Security Committee are charged with supervising the construction and operation of the System on behalf of the United Kingdom and France. In addition, EPSF, the French rail safety authority, carries out audits under a specific mandate from the French delegation of the Safety and Security Committee.

Safety features and procedures are updated regularly and are part of the Safety Management System, which ensures the validity of the operating certificate issued by IGC, in accordance with laws and regulations resulting from the transposition of the European Union's Railway Safety Directive (2004/49/EC) of 29 April 2004.

The System has detailed safety, security and policing features meeting the requirements of the United Kingdom and French authorities. The security measures that were taken for the protection of the System include access control to the perimeter of the terminals and CCTV monitoring.

Safety and security measures for high-speed passenger trains and for freight train operators have been developed by the operators after discussion with, and with the approval of, the United Kingdom and France. The Train Operators work with Eurotunnel Group as the infrastructure manager to implement and continuously improve these safety measures.

In the course of the year 2016, ICG is expected to transfer its economic regulation authority to two regulators in France and the United Kingdom (ARAFER and ORR). From the time the transfer is made, checks and terms of operation of the user rail companies will be handled by ARAFER and ORR.

Safety, the utmost priority for the link

The Channel tunnel has a team of 48 rescue mission specialists who patrol the service tunnel round the clock. Since 2011, four SAFE stations are operational in the intervals in the centre of Tunnel, so that in the event of a fire on a truck shuttle, the 800 metre long train can rapidly reach one of these stations. The Channel tunnel is the only infrastructure of its type in the world equipped with a system of this kind.

Site safety

Intrusion attempts on the Coquelles site (in the Nord-Pas-de-Calais-Picardie region) rose sharply in 2015. To remedy the situation, Eurotunnel Group set up a major investment programme with the support of the United Kingdom and France, who are in charge of border controls. This multi-year action plan notably includes the construction of 37 km of high-security fencing, the three-fold increase in the number of guards, the installation of scanners to detect intrusions and check points, as well as the close

coordination with SNCF R eseau, in charge of the Calais-Fr ´ ethun site safety and security. These actions have helped to ´ considerably reduce intrusion attempts and forestall disruption in operations.

Health and safety in the workplace

All safety events are recorded and analysed in order to issue recommendations and produce action plans. Additionally, various safety indicators are monitored continuously and systematically, notably by the safety and security committee with the board of directors, in order to ensure improved overall performance. This is particularly true of the indicators of the safety of employees and subcontractors and of the transportation system.

Prominence is also given to feedback that is implemented routinely in the Group's subsidiaries after a full year or following a significant event. This feedback brings the lessons to be learned for the future and helps alter organisational methods effectively, with a view to making them more efficient.

The Group takes special care to ensure that its safety and security rules and procedures are enforced by its sub-contractors that are required to sign a contractual agreement on compliance with labour laws and regulations.

Each subsidiaries deploys procedures and action programmes to limit and prevent the major risks inherent to the activities of its employees and to improve their quality of life at the workplace.

A committee dedicated to the improvement of working conditions

In France, Eurotunnel Group has set up a committee on hygiene, safety and working conditions (CHSCT), whose task is to ensure the protection of the health and safety of employees, and the improvement in their working conditions. This committee, that is composed notably of staff representatives, analyses occupational risk and ensures – through means including surveys and inspections – compliance with the regulations in place. It is consulted prior to any major modification in working conditions.

In the United Kingdom, the Occupational Health Service plays a key role in preventing occupational illnesses through the education and the promotion of health issues, and through the suitable control measures that are set up to improve working conditions.

From a medical standpoint, employees have regular medical check-ups with the occupational healthcare professionals and can request a medical examination independently of these check-ups. For ESGIE in France and ESL in the United Kingdom, the Group has appointed an occupational healthcare professional and two nurses to monitor employees' health.

Particular care has been paid in the last few months to the Concession staff who have had to cope with situations of ''suffering'' owing to the migration crisis and the numerous intrusion attempts in the site by migrants. This difficult context largely explains the deterioration in certain safety indicators.

In 2015, Eurotunnel Group also continued its actions in favour of health and safety by conducting awareness-raising sessions and training for its employees:

• • 170 managers and team leaders of Fixed Link attended the two-day Safety Excellence workshops that dealt with the values, principles, risk analyses and the impact of every person's behaviour on safety;
• • 25 staff representatives, managers and senior executives of Eurotunnel participated in a day organised at the Alstom Transport premises in Valenciennes, where they discussed and shared their experience in matters of safety and continuous improvement of processes;
• • Europorte organised the 4th edition of the Safety Week on healthy lifestyles and their repercussions on work, which included 68 site visits;
• • GB Railfreight conducts training modules dealing with workplace safety.

Results of the year

Work-related accidents

Work-related accidents resulting in time off	Frequency rate	Severity rate
2015	✔ 9.8	✔ 0.5
2014	✔ 8.0	0.4
2013	✔ 6.5	0.4

All information identified by the sign ✔ were verified with a reasonable level of assurance by an independent third party.

In 2015, the frequency of work-related accidents in the Group rose to 9.8% (compared to 8.0% in 2014), with a marked change for the Europorte France entity, with a number of incidents relating to feeling pain and major wrong movements. Recognising the importance of the subject, the management of Europorte agreed to a set of actions to be implemented in 2016:

• • improve the awareness of team leaders (whose speciality is rail safety) on the issue of staff safety;
• • put daily dialogue at the heart of the job of the managers in each business sector (first level operational management), implementation of adapted jobs;
• • put the safety message back on the main agenda at all levels;
• • systematic feedback in the presence of the victim, as well as first level and regional management.

This factor is also to be put into perspective on the French side of the Fixed Link, within the general context of the age profile.

Also, in France, eight applications requesting the recognition of occupational disease concerning the activities of the Group's employees were recorded (14 ESGIE) in the course of the year 2015. The Group had no fatal accident in the year 2015.

17.2.2 WORKING CONDITIONS

Group's challenges and policy

As regards work time organisation, Eurotunnel Group's policy is based on the compromise sought between two major priorities – the determination to satisfy and best serve the company's customers, and on the other, the need to maintain a balance between its employees' work and family life.

The Group's policy is driven by a flexible and responsive approach that enables the company – in particular the Fixed Link – to operate 24/7, 365 days of the year under the Concession agreement.

Actions and means implemented

The Eurotunnel Group ensures that all its subsidiaries comply with legal and contractual obligations regarding working hours. In the United Kingdom, the average working week for ESL employees is 37 hours (i.e. 1,924 hours per year) based on individual contracts and agreements in place with the labour union Unite and the staff representative bodies. For GBRf employees, the field staff work an average of 35 hours a week, spread over four days (1,826 hours per year), while administrative staff work 37 hours per week spread over five days.

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 per year.

Results of the year

Working hours

Breakdown of workforce	2015	2014	2013
Staggered hours	67.7%	67.4%	67.1%
Office hours	32.3%	32.6%	32.9%
Part-time	5.2%	5.2%	5.7%
Full-time	94.8%	94.8%	94.3%

Overtime

No Group entity makes routine use of overtime. Overtime hours worked are usually in response to the chance events that may affect any transport business and the organisation of its operations.

Indicator: number of overtime hours

	2015	2014	2013
Number of overtime hours	266,368	255,679	229,418

Absenteeism

	2015	2014	2013
Absenteeism rate	✔ 4.05	✔ 3.9	✔ 3.5

The absenteeism rate of 4.05% in 2015 is slightly up compared to 2014 (3.9%). The main reason for absenteeism is sickness other than occupational disease.

17.2.3 DIALOGUE AND LABOUR RELATIONS

Group's challenges and policy

The implementation of efficient forms of dialogue with employees was identified, as a highly important challenge, in the materiality analysis. Labour relations are very important for the Group, particularly negotiations with staff representative bodies. The Group has always strived to establish long-term and constructive relations with all its employees.

Actions and means implemented

Eurotunnel Group has created the following bodies for dialogue with its employees:

	Tasks & working	Actions in 2015
Works Councils	In France, all subsidiaries have a Works Council and a Health and	12 meetings were held
Health, hygiene and safety	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 has been established. These two committees meet once every two months.	during 2015 between ESGIE management and members of the staff representatives including two extraordinary meetings.
	For GBRf, two representative organisations, the Stakeholder Business Forum and the Union Company Council, maintain a productive dialogue between employees and management.	Five meetings were held between the Stakeholder Business Forum and the Union Company Council. The Company Council met 11 times in 2015, and the Safety, Health and Environment Committee nine times during the same year.
European Works Council for Fixed Link	Fixed Link's European Works Council, a truly transnational body, is a venue for information, consultation, exchange of views and dialogue. The European Works Council supplements the existing national staff representative bodies, with its own prerogatives. Fixed Link's European Works Council re-appointed its members in December 2010. Fixed Link's European Works Council normally meets twice a year. It is informed about and, where appropriate, consulted on transnational issues having an impact on the Fixed Link's employees.
	The Group's European Works Council is composed of 16 incumbents. It is informed about the economic, financial and employee-related strategies of the Group.
Eurotunnel Group Committee	The committee was set up on 31 January 2014 following a unanimous agreement 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 guidelines and major employee-related issues. To this end, it is informed annually of the developments that have taken place and the future outlook.	The Committee met three times in 2015, with one session in the presence of Jacques Gounon, Chairman and CEO of the Group and the Head of human
	The Group Committee comprises six incumbent staff representatives and six alternate staff representatives appointed by the labour unions. It is supplemented by a union representative for each labour union. It meets twice a year in a plenary session, when convened by the Chairman the Chairman's representative.	resources of the Group.

	Tasks & working	Actions in 2015
European Company Committee	Following the decision of the ordinary and extraordinary general meeting of shareholders of 29 April 2014, Groupe Eurotunnel SA's transformation into a European company came into force on 26 December 2014, the date at which it was registered as a European company with the Trade and Companies Registry. The representatives of the staff of the European Company Committee are employees of Eurotunnel Group SE's subsidiaries who are elected or appointed according to the rules applicable in the country that employs them, for a four-year period, as from 1 January 2015.	The Committee met twice in the presence of Jacques Gounon, Chairman and CEO of the Group and the Head of human resources of the Group, who outlined the Group's operations,
	The Committee is composed of 12 incumbent staff representatives and 12 alternate staff representatives who are elected or appointed according to the rules applicable in the country that employs them, and is supplemented by a union representative for each participating labour union that appointed members in the European Company Committee.	financial results and key events.
	The Committee is informed formally prior to any significant decision relating to the European company's scope, legal or financial structures, and the consequences, if any, on employment.
	The Committee meets twice a year in an ordinary plenary session. Extraordinary meetings may be held under exceptional circumstances that are likely to affect the employee's interests.
Committee for occupational health and well-being	The Committee was set up in 2015 following the conclusions of the study on the ''Workplace health and well-being barometer'' conducted in 2014.	Created in the course of the year, the Committee convened
	In addition to the CHSCT, this Committee seconds CHSCT and is in charge of reflecting upon actions aimed at improving working conditions and well-being at work, as an observer.	twice in 2015.

Dialogue and internal communication

The Eurotunnel Group regularly holds meetings with staff representatives and directors aimed at strengthening social dialogue and conducts internal opinion surveys, in France and in the United Kingdom. These procedures testify to the Group's determination to reinforce internal communication and social dialogue.

In addition, internal communications are mainly intended to nurture and strengthen the commitment and involvement of all employees. The Eurotunnel Group uses different tools to communicate with and inform these employees (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 innovative initiatives are examples of actions taken to keep the employees of the Group informed in real time.

Europorte has decided to carry out from February 2016 a survey called ''Europorte And You'' which will be carried out by an independent company. The approach aims to identify what can be improved in terms of modes of communication, of relations within the company and life in the workplace.

Results of the year

No labour disputes and strikes disrupted operations in the year 2015.

Summary of collective bargaining agreements

During the year 2015, 12 company-level agreements were signed by the Group's subsidiaries on topics such as profit-sharing, collective benefit arrangements (for example, the donation of days-off), work organisation (for example, the working time account).

In France, employees of ESGIE are represented by four trade unions and covered by a collective bargaining agreement as part of a company-level agreement. The employees of Europorte subsidiaries are also represented by four unions and come under two collective bargaining agreements:

The employees of ESGIE come under the collective bargaining agreements mainly relating to the 35-hour work week, night work, strategic workforce planning, profit-sharing, professional equality and efficiency gains. Specifically, in 2015, ESGIE signed several agreements and riders on the donation of days-off, profit-sharing, working time account and the company-level agreement.

In the United Kingdom, due to the voluntary agreement on single union representation signed in 2000 by ESL with the union 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. At GBRf, a three-year wage agreement was

signed in 2010 and renewed in April 2013 for the same length of time, with train drivers' union ASLEF for train crews and ground staff.

Company welfare facilities

In 2015, in France, ESGIE paid 0.8% of its gross total wage bill as restated to the Works Council, amounting to e568,484 for the development and management of its company welfare facilities (compared to e503,610 in 2014). ESGIE also contributed 0.2% of its total gross wage bill, i.e. e142,121, towards the operation of the Works Council (e125,902 in 2014).

For 2015, Socorail and Europorte France contributed 0.56% of their gross total wage bill respectively to their Works Council for developing and managing company welfare facilities, of which 0.2% for their operation (compared to 0.56% and 0.5% in 2014).

In the United Kingdom, the company council, which receives contributions from ESL equal to 0.8% of its gross total wage bill as restated, received £232,696 in 2015 for developing and managing company welfare activities (compared to £221,668 in 2014). ESL also contributed 0.2% of its gross total wage bill, i.e. £58,174, towards the operation of the Company Council (£55,422 in 2014).

GBRf conducts regular activities outside work for employees and their families (activity days, sports meets and dinners) to reward long-service employees, as well as locomotive inauguration events throughout the United Kingdom. These events were funded by GBRf in 2015 for a sum of £276,287.

17.2.4 EMPLOYMENT

Group's challenges and policy

Employment and increase in attractiveness were identified by the stakeholders consulted for the materiality review as a key priority.

Eurotunnel Group pays particular attention to the recruitment and employment of its employees and their remuneration. In particular, the recruitment policy operates in a controlled manner to closely match workforce numbers and skills to its actual business needs.

Age pyramid

The Group is continuing its anticipatory tasks as regards the management of the age pyramid and is committed to promoting the maintenance of employees aged 55 and over in active employment, and to improve the working conditions of older employees. Specifically, this entails improving the current representation of the work done by older workers and fostering career development throughout their working life.

Recruitment

The recruitment policy aims to equip the Group with the best skills in order to support its development. True to its values, Eurotunnel Group's recruitment process places great importance on the applicants' cultural openness, their ability to work as part of a team, and their entrepreneurial spirit.

Remuneration

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 making them a partner to its growth.

Recognition of individual performance is a major element in Eurotunnel Group's remuneration policy, and is intended to motivate all employees, with a view to rewarding and retaining the most talented of the Group's employees. The differences in remuneration between employees can be justified and reflect the responsibilities shouldered, the work experience and the potential of each person.

Employee share ownership and profit-sharing

The Group has put in place a number of mechanisms related to profit-sharing, participation, stock options and free shares, which are all systems intended to involve each of the employees in the Group's financial performance.

Career management

The Group is committed to the improvement of its employees' performance, and considers the individual annual performance review as an indispensable management tool for human resources management. It therefore fixes the target number of interviews at 100% for all the managers of the company.

Temporary employment and subcontracting

The Group employs temporary staff, mainly to replace employees who are absent due to sickness or on leave, or to handle exceptional traffic peaks. It also relies on subcontractors to manage activities outside its core businesses or those requiring specific skills.

Actions and means implemented

The Group has taken various measures to cope with the risk of discrepancy between the development of its activities and the human resources necessary to implement its strategy.

For several years now, the Group has been holding discussions with the staff representative bodies of Europorte France, Socorail and Europorte Proximite that, in 2013 and 2014, led to the introduction of a three-year action plan concerning the employment of older staff members.

Recruitment

The Group tends to favour permanent work contracts, keen to demonstrate its commitment to its employees over the long term and guarantee them lasting employment.

Since 2014, Eurotunnel Group has been working with R eseau Alliances to promote an employment support programme for new ´ graduates (advice on writing one's CV, practice interview sessions, help on developing one's social network, etc.). This innovative programme calls for the involvement of Eurotunnel Group employees who volunteer over a nine-month period to mentor these young people. The Group decided to continue this hiring procedure in 2016.

Remuneration

Under a bonus system, half based on safety and service quality indicators and half on cash flow performance, all Concession employees may be entitled to receive a bonus of up to 6% of annual basic salary.

For the second year now, the Group's employees received their TBS (Total Benefits Statement) that details the overall remuneration and all the benefits they receive.

Employee share ownership and profit-sharing

The Eurotunnel Group pursues an active policy of encouraging employee shareholders so that they can share in the company's success. Thus, the board of directors has awarded shares to all employees of GET SE and its related companies or groups (excluding executives and corporate officers of GET SE), as indicated in note T to the consolidated financial statements included in section 20.3.1 of this Registration Document.

Furthermore, all employees of French subsidiaries of GET SE have the opportunity to invest in shares in a Group savings plan. These subscriptions for shares are supplemented, within certain limits, by contribution of 25% from the company. At 31 December 2015, 749,200 shares were held as part of this plan, representing 0.14% of the share capital at that date.

The Group's employees are also involved in terms of participation and profit sharing. Thus, in France, a profit-sharing agreement was put in place within Europorte SAS on 1 January 2014; a profit-sharing agreement for Europorte Proximit e will be applicable in ´ 2015. For 2015, ESGIE staff received e1,336.54 of profit-sharing bonus.

Although the legal structure of the profit-sharing scheme is not transposable to the United Kingdom, employees of ESL nevertheless benefit from a collective bonus scheme that resulted in the payment of £1,254.50 per employee for ESL in 2015 (£1,063 in 2014) and £250 per employee GBRf in 2015.

Career management

In 2015, Eurotunnel Group deployed a new computer application called Success Factors that centralises the information gathered from annual performance reviews of the Group's managerial staff. This tool was designed with all the human resources department heads of the Group. It measures the requirements of the different entities of the Group over the short, medium and the long term, and also assesses the individual and collective potential of the workforce.

Work-study

Each year, the different entities of the Group offer training opportunities in the form of a work-study programme. Agreements have in fact been signed with various high schools and universities in the Nord Pas-de-Calais region and in the Paris region:

• Polytech'Lille;
• CNAM (Ile-de-France);
• CIFFOP (Paris);

• and various institutions, including ENSAM, ENSIAM, ICAM, Lille Telecom, ESIEE, ISEP, CFAI and ACM.

In this area, Europorte has initiated a huge project under which it collaborates with E2C Grand Lille (Second Chance school in Lille) to guide unskilled and unemployed young adults aged 18 to 25 into first-time employment and social inclusion, by providing them with professionalisation contracts, work-study training or internships.

In 2014 and 2015, two recruitment sessions for the professionalisation contract were organised by CIFFCO, the P ole Emploi ˆ employment centre, and the Eurotunnel Group. The Group plans to hire 20 persons under vocational contracts for first-time employment.

The various subsidiaries of the Group also take on interns, apprentices and young people under professionalisation contracts. In France, 88 interns, 84 apprentices and 81 young people under professionalisation contracts joined the Group in 2015. In addition, ESGIE welcomed five young graduates as part of the International Business Volunteering scheme that allows French companies to give a young person (up to 28 years old) with a professional post abroad.

As a part of its commitment and active involvement to promote the employability of young persons, in 2015, the Group participated in several forums dedicated to recruitment to introduce its line of business and propose jobs or internships. In 2015, Eurotunnel Group participated in various events for the recruitment of young people, such as the Jeunes d'Avenirs fair, the Job d'Avenirs Forum at Lille, the sixth edition of Cross-border job fair at Fr ethun, and the Permis Sport Emplois conducted by the FACE Calaisis ´ association which notably helps young people return to employment.

Diversity and equal opportunity

The Eurotunnel Group has taken an open stance in combating discrimination in its Charter of Ethics and Behaviour and through fair human resources policies for recruitment, remuneration and training. Moreover, the Group is a signatory to the United Nations Global Compact, and fully adheres to its ten fundamental principles, notably 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 gender, race, nationality, religion, ethnic origin, political opinions or union activities. The only valid decision-making criteria for the Eurotunnel Group are each employee's professional qualities, qualifications and skills.

Professional equality between men and women is a particularly important lever in the Group's diversity policy. Its adherence to the principles of gender equality is reflected in the application of an equal opportunities policy in recruitment, access to training, remuneration and promotion. 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.

Disability is another important aspect of the Group's diversity policy, which supports the first-time employment, professional training and continued employment of disabled people.

Under its human resources policy, the Eurotunnel Group conducts various actions and develops partnerships with economic stakeholders, the business sector and the local players to foster employment. In 2015, the Group entered into a partnership with the Capital Filles association that organises mentoring of young girls in technical high schools by female professionals to promote accessibility by women to traditionally male dominated job sectors. In 2015, 12 sponsorships of this kind were established at the Calais high school, Lyc ee L ´ eonard de Vinci (HQE). ´

An agreement on professional equality to do away with wage gaps between men and women, signed in June 2009 by ESGIE with the labour unions for an indefinite period, was reinforced by a plan of action signed in 2013.

In the United Kingdom, the Rate for the job remuneration system and the HAY method (that notably measures the extent of the responsibilities entrusted and the difficulty inherent to them) ensures fair remuneration for the ESL employees.

Together with its actions in promoting the continued employment of disabled people, the Group works hand in hand with the sheltered and supported sectors by using employment agencies for disabled workers and/or sheltered job centres. An ongoing agreement was concluded in 2010 for the benefit of disabled workers with AFAPEI and ESGIE. On 23 July 2013, a partnership framework agreement was signed between Eurotunnel Group and APF (the French association for people suffering from paralysis) in which the Group undertook to approach APF for any service falling within its areas of competence. ESGIE approached APF several times in connection with this partnership, for various services amounting to a total of e74,174 in 2015. Through this collaboration, three persons have been provided with permanent, full-time employment.

In 2015, the Group conducted several awareness-raising actions within the Group on disability with the specialised company ''Made in TH'', such as organising a European week for the employment of disabled workers, appointing a dedicated ambassador, setting up nine stand-bys on site, conducting interviews and setting up support measures. A summary of these actions was sent to all the employees of the Group, and additionally, a steering committee was organised to write an overall activity report.

Results of the year

During the year, the Group's workforce rose by over 1% compared to 2014 and more than 6% between 2013 and 2015. This increase is in step with the growth in the Group's operations, and particularly those of the Europorte subsidiaries.

Workforce and geographical distribution

Number of employees	France	United Kingdom	Total
At 31 December 2015	2,512	1,480	✔ 3,992
At 31 December 2014 At 31 December 2013	2,470 2,371	1,479 1,373	✔ 3,949 ✔ 3,744

At 31 December 2015, Eurotunnel Group employed 3,992 persons.

The geographical breakdown was overall stable with 62.9% of the workforce employed in France and 37.1% in the United Kingdom (62.5% and 37.5% respectively in 2014, and 63% and 37% in 2013).

Breakdown of workforce by gender

Number of employees	Men	Women
At 31 December 2015	✔ 3,180	✔ 812
At 31 December 2014 At 31 December 2013	✔ 3,141 ✔ 2,967	✔ 808 ✔ 777

At 31 December 2015, women made up 20.3% of the total workforce (20.5% in 2014, and 20.8% in 2013). This breakdown reflects the specific requirements of jobs within the Group, especially those related to rail maintenance.

Breakdown of workforce by age group

Number of employees	Under 25 years	25 – 29 years	30 – 34 years	35 – 39 years	40 – 44 years	45 – 49 years	50 – 54 years	55 – 59 years		60 – 64 65 years years and over
At 31 December 2015	184	387	357	378	664	852	577	393	165	35
At 31 December 2014 At 31 December 2013	197 145	368 321	342 323	388 408	757 809	791 738	557 508	358 325	160 140	31 27

At the end of the financial year 2015, employees aged under 35 years accounted for about 23% of the Group's workforce, and those aged under 45 years represented over 49%. The number of employees in the over-55 age group increased slightly compared to the previous year – they represent 15% of the workforce compared to 14% in 2014. There were 200 employees aged over 59, representing 5% of the workforce (against 191, i.e. 4.8%, in 2014).

The average age of the workforce is 45 years (44 years in 2014, and 45 years in 2013).

Breakdown of workforce by category

At 31 December 2015, the proportion of managerial staff in the Group's workforce was ✔ 20.8% of which over 21.9% were women.

Recruitment

Number of persons*	Indefinite-term employment	Fixed-term employment	Total
2015	268	85	353
2014 2013	371 265*	88 46	459 311

* Revised at the end of the financial year with respect to the figures published in the 2013 Registration Document.

At 31 December 2015, 76% of all persons recruited were hired under permanent work contracts. The rate of temporary employment (fixed-term contracts/temporary work contract) was ✔ 6.1% in 2015 compared to 4.9% in 2014.

Departures

Number of employees	Dismissal	Layoff	Contractual termination and termination by mutual	consent Resignation Retirement		End of contract	Transfer within the Group	outside the Group	Transfer Unsuccessful trial period	Death	Total
2015	32	43	22	65	30	52	14	2	26	9	295
2014 2013	30 37	7 8	12 17	108 76	15 14	54 53	20 18		11 16	3 3	260 242

The balance between new hires (353) and terminations (295) is positive. Resignations (22% in 2015, 41.5% in 2014, 31.4% in 2013) are the main reason for employees leaving the Group in 2013 and 2014.

Staff turnover

In 2015, the average turnover rate for the Group's workforce was 5.4% (5.2% in 2014 and 5.0% in 2013).

Remuneration

In France, all employees received a collective increase in basic salary and of all allowance payments linked to working conditions from 1 January 2016, representing 0.3% for ESGIE staff. For 2015, this increase was 0.5% for Socorail staff and 0.3% for EPP staff. For EPF employees, the negotiations were held during the second half of 2015 and a general 1% increase was applied with effect from 1st July 2015.

In the United Kingdom, a 1% collective pay increase and allowance payments linked to working conditions was negotiated by the management and Unite for ESL in April 2015. It covered all employees with the exception of shuttle and works trains drivers, who have received a pay rise in July 2014, which took into account the general increase of 1% GBRf staff received an increase of 2.3% 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.

For 2015, the results allowed the payment of an operational bonus of 0.49% and a financial bonus of 2.1%, totalling 2.59% overall (1.07%, 1.38% and 2.45% respectively in 2014). A management bonus is also paid to managerial staff, as a percentage of salary, depending on their grade.

Indicator: gross total wage bill and employee contributions

f000	2015	2014	2013
Gross total wage bill	193,851	176,075**	160,622*
Wage costs	45,778	40,202**	36,133*

The consolidation is carried out in euros based on the exchange rate used in the income statement for the period. The gross total wage bill and wage costs covered 100% of the workforce at 31 December 2015.

* Revised following the figures published in the 2013 Registration Document.

** Revised following the integration of the European subsidiaries into the scope of reporting for the indicator.

Workforce external to the company: average monthly temporary workforce

	2015	2014	2013
Average monthly temporary workforce	228	176	173.6

Indicator: subcontracting costs

f000	2015	2014	2013
Subcontracting costs	77,622	74,134	62,860

* The consolidation is carried out in euros based on the exchange rate for the period.

Gender equality

At 31 December 2015, there were 812 women in the Group's workforce. There are 182 women in the managerial population, representing a manager rate of 21.90% (21.3% in 2014).

Employment and inclusion of disabled employees

The rate of employment of disabled workers in 2015 for ESGIE, Europorte France and Socorail (calculated on the basis of data provided in the annual compulsory employment report sent to AGEFIPH) in France was 3.73%, 0.45% and 0.92% respectively (4.36%, 0.42% and 0.94% in 2014, and 4.10%, 0.27% and 0.92% in 2013).

While data cannot be gathered for this indicator in the United Kingdom as there is no specific ''disabled worker'' status, the British companies of the Group – like all of the Group's entities – are nevertheless bound by the same commitments and the fundamental principles of the Group's Charter of Ethics and Behaviour as concerns equality. Also, they implement an equal opportunities policy intended to ensure that all employees are treated identically, as in the French subsidiaries.

17.2.5 TRAINING

Group's challenges and policy

The Eurotunnel Group, that operates in highly technical business segments, has always placed training at the forefront of its concerns.

The main focus of the Group's training policy is to strengthen the key competencies of its employees and to maintain a high level of operational performance within teams, enabling them to contribute to the development of the business. Emphasising a common culture in the areas of safety, security and the environment and improving the adaptation of employees to their job position are key priorities.

Actions and means implemented

The Eurotunnel Group opened a training centre, CIFFCO, to both manage the training plan and to conduct the training for the Concession, as well as support 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, as described in section 17.3.1 of this Registration Document.

Results of the year

	2015	2014	2013
Number of training hours	✔ 159,837	✔ 227,289	✔ 138,045
Cost of training (in e000)	6,276	**5,461	*3,806
Proportion of the total wage bill represented by training	3.24%	3.1%	2.37%

* The consolidation is carried out in euros based on the exchange rate used in the income statement for the period.

** Revised at the end of the financial year with respect to the figures published in the 2014 Registration Document.

In 2015, nearly 160,000 hours were devoted to employee vocational training, representing an average of just over 40 training hours per employee. The cost of training that accounted for nearly 3.25% of the total wage bill stood at e6,275,638, compared to e5,461,031 in 2014 and e3,806,042 in 2013, an increase of almost 15% between 2014 and 2015 and by about 65% between 2013 and 2015.

17.3. REGION

Overview of the Group's policy

Corporate social commitment is deeply ingrained in Eurotunnel Group's history and culture. The Group wishes to establish close ties with all the communities that it interacts with – customers, local authorities, economic partners – in France, in Great Britain and in Europe.

Recap of the biggest challenges

• The Group's commitment is focussed on the most pressing challenges as indicated in the materiality analysis:
• Customer satisfaction and loyalty-building;
• Expansion of the railways and in particular, the links with national and European regulations;
• Development of the local employment and economy;
• Establishment of a code of ethics and a responsible purchasing policy.

17.3.1 CUSTOMER SATISFACTION AND LOYALTY-BUILDING

Group's challenges and policy

The materiality analysis placed customer satisfaction and loyalty-building, as well as the management of traffic, capacity and railway line availability among the very important challenges for the Group. Free movement of goods and people are included in the important challenges.

The Eurotunnel Group has placed customer care at the heart of its development strategy. For the staff in all of its subsidiaries, security and quality of service are a priority as well as a daily and strategic requirement. Deeply rooted in a bi-national and customer-centric culture, the Eurotunnel Group invests continuously in adapting its services, in quality care to customers, punctuality, smooth operation, comfort and safety, hinging on a central goal – to constantly expand the high-level quality of service which is the foundation for its economic growth.

Actions and means implemented

Passenger reception

The Terminal 2015 project described in section 6.2.4 of this Registration Document places customer satisfaction at the core of the Group's concerns. The works carried out in 2015 increased up the handling capacity for freight customers prior to check-in and thus limit truck queues on the motorway in peak traffic periods. In France, two new Check-In lanes have been created adding to the existing four, facilities for vehicle control prior to Check-In have been increased, and a new secure parking area for freight has been built. In the United Kingdom, there are ongoing works, scheduled to be completed in early 2016, to create a new train station for freight customers and build a new check-in building.

Development of traffic

In order to reach its objective of transporting two million heavy goods vehicles per year in 2020, Eurotunnel Group announced at the beginning of the year 2015 having placed an order for three new truck shuttles. With this purchase that represents an investment of about e40 million, Eurotunnel can increase its capacity by 20% to reach a peak period frequency of eight departures per hour, compared to six at present. Given its position as world leader of rail-road transport services, Eurotunnel can draw on 20 years of experience in engineering these third-generation shuttles that will take advantage of the latest technical developments to ensure energy savings while being both sturdy and reliable. The increase in the fleet goes hand-in-hand with an extension programme for Eurotunnel's terminals at Coquelles and Folkestone, representing an investment of e30 million to maintain the smooth flow of traffic on the Eurotunnel site.

Europorte also signed new contracts in both France and the United Kingdom in 2015 and renewed the major part of its existing contracts. Europorte's sales policy is focused on transforming the rail transport sector's conventional approach based on short-term traffic into structured partnerships in the medium term: in early 2015, Europorte established a 15-year management contract for the Verdon terminal (Bordeaux port) and GB Railfreight won the 15-year contract for the haulage of the Caledonian Sleeper night trains between London and Scotland.

17.3.2 PROMOTION OF RAIL TRANSPORTATION

Group's challenges and policy

The Group's being depending on national and European railway regulations was identified as a very important challenge by the materiality analysis. As world leader of the rolling motorway and rail-road transport, the Eurotunnel Group campaigns the use of railways to leverage the development of regions while keeping environmental impact low.

Actions and means implemented

In 2015, GBRf was awarded the Freight and Logistics prize at the National Rail Awards for its major contribution to the development of rail freight in Great Britain, the expansion of its infrastructures and the quality of its services.

Vocational training in the rail industry

As early as 2011, the Eurotunnel Group established CIFFCO, the first private training centre dedicated to professions in the rail industry. Eurotunnel Group thus became the first private group approved by France for the ''Train driver'' training that is listed in the National directory of professional certifications since 2014. This is also the first time that a private transportation group created an educational centre that is open to all European rail companies, to infrastructure maintenance companies and their subcontractors.

In 2014, CIFFCO's certification was renewed for a five-year period as a training centre for all safety-related functions such as: Train driver, Assistance staff, Infrastructure or Rolling stock maintenance staff. With this renewal, EPSF (French railways safety authority) acknowledged the quality of the work accomplished by the staff and the strong commitment of CIFFCO staff, as well as CIFFCO's compliance with its requirements.

CIFFCO is equipped with eight training rooms and eight mobile driving simulators. In 2015, it provided to 555 persons – employees of Group companies as well as external companies – from all over France, as well as from Belgium, Switzerland, Italy and the United Kingdom a total of 10,578 rail training days. Since the Centre was inaugurated, over 200 ground staff and nearly 400 train driver interns have undergone training, where half of the training was provided to companies outside Eurotunnel Group.

During the year, the training mainly related to train drivers entering the French railway network, as well as ground staff. It partnered with LORMAFER, the French leader in wagon maintenance, to initiate training for wagon maintainers and technical visitors on the LORMAFER site in Creutzwald (Bas-Rhin region). The training sessions are held directly in the workshops, close to the real-life working conditions for rolling stock maintenance. Under this partnership, three training programmes were conducted in 2015, for 22 trainees.

CIFFCO exhibits in trade fairs such as SIFER or Jeunes d'Avenir, and participates in promotion days organised by EPSF (French railways safety authority). In 2015, it published its first training catalogue that can be viewed online at www.ciffco.com.

In early 2016, CIFFCO launched the first MOOC (Massive Open Online Course) on jobs in railways. This free, online training called Sur les rails de l'emploi (On-track to employment) is open to everyone and is aimed at promoting professions in the rail industry, and in particular, the train driver's profession. Conducted in partnership with P ole Emploi employment centre, Adecco, Railenium ˆ and i-Trans, MOOC provides a fun and interactive way of entering the world of railways, with tutorial videos and real environment simulations – such as simulations of train driving – as well as accounts from the industry players.

CIFFCO contributed to creating skilled jobs and promoting employability. It also is a key driver in the development of railway transport and of its related jobs and, more generally, is involved in the economic development and the enhanced influence of the Nord-Pas-de-Calais-Picardie region. In 2015, it generated 5,900 overnight stays in hotels and accommodation facilities of the Calais region.

As part of its commitment to young people, the Group develops its relations with universities and schools in order to promote better knowledge of the jobs it offers and help young people enter the world of employment:

• • training diploma in the railway engineering and maintenance professions set up and developed by Europorte in close collaboration with CNAM;
• • agreement with the Ecole Nationale des Ponts et Chauss ees engineering school to establish the creation of a teaching and ´ research professorship termed ''Railway transport sciences'' dedicated to the study of the railways industry, until the year 2018. This professorship aims to approach training and research on issues linked to infrastructure and transport services. The Group is to contribute e150,000 a year to financing this professorship for five years. This initiative confirms the Group's commitment to sharing its expertise to further science and innovation, and to promote the railway industry as a profession of the future;
• • Partnerships with the ICAM and IAE Lille institutions to develop a new approach to maintenance professions.

Group partnerships for the development of the railways

Eurotunnel Group offers its expertise in managing transport infrastructures and rail activities to research, to training and to different public bodies at the European, national and regional levels.

In research and development, 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''. Since 2015, Eurotunnel hosts railways tests in connection with Railenium to accelerate the type-approval of civil engineering structures. The tests are intended to measure the durability of tracks and equipment and will enable preventive maintenance and possibly self-reparability. The Group is therefore actively participating in the design of a rail infrastructure which is more sustainable, economical, intelligent and safer.

The Eurotunnel Group also provides support for the works of 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.

The Eurotunnel Group is a founding member of the Fer de France association which was created in 2012 to bring together the leading players in the French railway industry. The works presided over by the Group led to proposals for the French State to recognise different professions in this developing sector.

The Eurotunnel Group is also an active member of I-Trans, the global competitiveness cluster and the reference cluster for railways in France. The Group's Human Resources Director participates as the controller in the CAPFOR (training project management and coordination circle) operational group that aims to make existing training more consistent with the industry's expectations, creating a pool of expertise in the region and developing high-quality higher education with international influence.

17.3.3 REGIONAL DEVELOPMENT

Group's challenges and policy

The development of local employment and local economy are listed among as important challenges in the materiality analysis.

The Eurotunnel Group has carved a niche for itself in its environment and has shaped that environment in a positive manner. As an employer, it participates directly and actively in local economic development, and pursues its mission as developer in consultation with stakeholders. As a committed partner in its economic and social environment, Eurotunnel Group has always been a leading economic player and local employer. Its mission is fully in line with the ''regional foothold'' approach ISO 26000 defines as an ''organisation's proactive outreach to the community, aimed at preventing and solving problems, fostering partnerships with local organisations and stakeholders, and adopting civic behaviour towards that community''.

The Eurotunnel Group considers its commitment to regional matters to be crucial, especially as it contributes to improving the overall performance of the company, internal climate and social cohesion, and to enhancing employee loyalty.

To meet these challenges, the Eurotunnel Group endeavours to establish links with all the local communities by providing active support to the associations, schools, universities and organisations with which it works closely on both sides of the Fixed Link. This commitment notably relies on its dialogue with all its stakeholders.

Actions and means implemented

Development of local employment

For over 20 years now, the Tunnel is a vital link between Great Britain and continental 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 motorways, high-speed railway lines and international railway stations.

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 Pas-de-Calais development agency. This contribution is earmarked primarily for supporting 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.

Through its commitment to Fondation Agir Contre l'Exclusion (FACE), which provides assistance to those most in need, Eurotunnel Group encourages its employees to get involved in and initiate humanitarian and charity projects. Several part-time work contracts were signed as of 2013 between the subsidiary ESGIE and a person assisted by FACE Calais. A recent contract concerned an environmental protection assignment totalling 400 hours of work.

Other subcontracting and service partnerships were signed between ESGIE and local companies to develop employment and guarantee the regional foothold for the Group's activities. These partnerships represented about 380 FTE in 2015 for various works and especially services provided.

Development of local economy

In connection with its role as a developer, the 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 resort at Porte des ´ Deux-Caps. This project will involve building an international-standard golf course, a luxury hotel, and an eco-friendly residential development of 500 housing units.

The Group's land banks at Coquelles (Pas-de-Calais) were gradually transformed into a 700-hectare mixed development zone (ZAC) that now includes a shopping centre drawing 6 million visitors per year on average.

In France, the Europorte companies as a whole are developing their 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, without political will on the part of the actors responsible for developing transport infrastructure, the progressive deterioration or eventual disappearance of the feeder networks could have, as described in chapter 4 of this Registration Document, a major impact on the income of EPF, which obtains a third of its business from the transportation of grain.

Under an agreement similar to a public-private partnership, the Eurotunnel Group, alongside the French State, the Nord-Pas-de-Calais-Picardie region, the CCI Cote d'Opale, and the urban community of Dunkirk and SNCF R eseau, is financing ´ feasibility studies on the modernisation of the Fr ethun-Calais-Dunkirk railway line, which would involve its electrification and an ´ increase in rail freight path availability.

Solidarity actions

A key player in the natural, economic and human environment, the Eurotunnel Group fulfils its social responsibility through concrete commitments and solidarity actions for 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. Having expired, the partnership agreement between the Eurotunnel Group and Secours Populaire, was renewed for two more years (2015-2017).
• • Active support to the French second chance foundation, a recognised public interest group committed to the rehabilitation of people who have faced great difficulties in their lives.
• • Solidarity actions in favour of Papa Tohanga, an association for social aid to populations of the Democratic Republic of Congo, whose founding chairman is an ESGIE staff member. In 2015, a bus was gifted to the association.
• • Common actions set up with the French Red Cross for of customers in the French terminal of the Concession.
• • British employees rallied in favour of humanitarian and charitable projects to the benefit of foundations or research organisations such as Leukaemia and Lymphoma Research, Macmillan, Stode Park, Pink Day and Age UK that back medical research and provide assistance to the sick, the aged and the disabled.
• • Donation paid to various associations such as ''La Ressourcerie du Calaisis'' as part of a crowdfunding campaign conducted by the FACE Calaisis association.
• • Participation of Eurotunnel's indoor football team in the 4th edition of the So Pep's UrbanSoccer Trophy tournament, to raise funds for the ''Le D efi de Fortun ´ ee'' association that combats an orphan disease in children. ´
• • Donation paid to the town of Calais in connection with the organisation of the European Hockey Championship.
• • One tonne of work clothes collected and recycled within the Concession.
• • Hydraulic bench donated by CIFFCO to the Lyc ee Saint-Joseph de Boulogne-sur-Mer high school for students in the technical ´ section.

Sponsorship

The Eurotunnel Group financially supports the World Forum for a Responsible Economy in Lille. Launched by the R eseau Alliances, ´ this organisation aims to promote a responsible global economy, by sharing the best business practices of responsible companies.

17.3.4 BEST BUSINESS PRACTICES: BEING FAIR AND RESPONSIBLE

Group's challenges and policy

The setting up of the code of ethics and the responsible purchasing policy were identified as an important challenge in the materiality analysis. The Eurotunnel Group is committed to building a climate of trust and fair relations with all of its stakeholders within or outside the Group. As a signatory of the United Nations Global Compact, 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''.

Actions and means implemented

Ethics

In its Charter of Ethics and Behaviour, approved by the Board of Directors in 2013, Eurotunnel Group sets out the common rules regarding respect for people, fair competition, internal controls and environmental protection.

The Group operates as a collection of entities in various sectors of activity and geographical areas. These principles and guidelines for action apply to all the employees of the Group and its subsidiaries, as well as to their subcontractors and suppliers. Failure to abide by these ethical rules by employees of the Group can lead to disciplinary action.

Relations with suppliers

The relations between Eurotunnel Group and Its suppliers go beyond the mere purchasing of goods and services. In compliance with the principles set down by the Charter of Ethics and Behaviour, the ACHA 0019 procedure (professional ethics code) set out the Group's ethics standards. These standards not only ensure compliance with applicable laws and regulations, but beyond legal criteria, they make for the building of a climate of trust in exchanges between Group representatives and third parties. Each Group buyer or other collaborator undertakes to abide by the professional ethics code and to seek suppliers who share these commitments. The tender process is designed to guarantee the fair treatment of suppliers during consultations.

In representing the Group's CSR values and engagements, the Procurement Divisions of the various entities have taken actions that, beyond referring to the Eurotunnel Group's Charter of Ethics and Behaviour in all new contracts, 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''.

The sustainable development aspect is included by Concessionaires as part of their tendering process for sub-contracted work on their Fixed Link sites. Subcontractors are required to commit contractually to respecting labour laws and regulations. As Europorte operates mainly on its customers' sites, as regards the management of port infrastructure, it integrates on the port authorities' requirements into its own subcontracting contracts.

In January 2012, the Eurotunnel Group signed the ''Charter for responsible supplier relations''. This charter includes ten commitments for responsible purchasing, 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 the environmental dimension or even to ensuring the territorial responsibility of its company. It thereby represents a measure 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.

17.4. NATURE

Overview of the Group's policy

In a world of limited natural resources, to ensure their sustainability, companies must make constant efforts to have full control over their energy consumption and reduce the impact of their operations on the environment. For the Eurotunnel Group, this is a obvious: there can be no success in the long term without strict control over one's environmental impact.

The most material challenges

The Group's environmental commitment is focussed on the challenges that have been deemed the most material in the materiality analysis:

• The general policy for environmental management and in particular, training of employees in environmental issues;
• The management of energy consumption and the increased use of renewable energies;
• The circular economy policy and waste management.

The Tunnel and its rail transport system provide certain intrinsic environmental advantages:

• the Tunnel runs entirely underground and does not interfere in any way with the marine environment; and

• the use of electric power, 90% of which is of nuclear or hydraulic origin, for haulage produces minimal atmospheric pollution and much lower greenhouse gas emission levels than fossil fuels.

Spurred on by the Group, Europorte has stepped up its environmental procedure. Alongside the implementation of the 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:

• • energy consumption optimised to reduce contributions to the greenhouse effect;
• • environmental criteria taken into account when planning maintenance programmes for its shunting engines (oil leaks and particulate emissions). At the end of 2015, 17% of the Socorail site is now equipped with new-generation engines;
• • appropriate mechanisms set up for segregating/collecting and treating the various types of waste produced;
• • environmentally friendly products chosen;
• • green areas created for the parking and maintenance of machines;
• • improved management of hazardous situations involving customers;
• • awareness-raising among staff about civic environmentalism practices.

In 2014, Europorte and its long-standing customer Malteurop FR-ALL set up a reflection cell to deal with CSR best practices. The objectives of this working group are to boost the CSR procedures of each of the companies and promote synergies whenever possible.

17.4.1 GENERAL ENVIRONMENTAL POLICY

In the materiality analysis, the general policy for the environment was classified amongst the priorities, and environmental training for employees was included amongst the important challenges for the Eurotunnel Group.

Governance/steering

Above and beyond compliance with the legal and regulatory constraints for which a review is conducted and published each month, ESGIE, true to its constant commitment to the environment, created a safety and sustainable development department in 2006.

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 as regards 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. The deployment and the implementation of this plan are handled within the French subsidiaries by Europorte's central safety, quality and environment department and more specifically, the environment quality service taken up by the regional safety and quality management and coordination; and in the United Kingdom by the GBRf safety department.

Certifications and labels

As early as 2002, the Concessionaires installed an environmental management system based on the requirements of the ISO 14001 standard, and put in place trained environment correspondents and internal auditors. An ''Environmental Requirements'' clause has also been introduced into agreements with its sub-contractors. Each year, targeted audits are carried out in France and the United Kingdom by the safety and sustainable development department; in 2015, thirteen internal audits were carried out – five in the operational divisions and eight on subcontractors.

In the United Kingdom, environmental risk management is at the core of GBRf's operations, where any new flow or any modification to existing flows are subject to analysis of risks including environmental risks. With this environmental risk management system, GBRf received the ISO 14001:2004 accreditation without interruption since 2006. The company is audited on a half-yearly basis by the British Standards Institute, which ensures GBRf implements its environmental risk management system.

With the SQAS Rail (Safety and Quality Assessment System) assessment procedure every three years since 2014 for the entire scope of its French subsidiaries, Europorte implements a continuous improvement procedure. This assessment supplements the MASE and ISO 9001 certifications mentioned in section 4.2.6 of this Registration Document.

Within the framework of the regulatory developments arising from France's Grenelle Environment Round Table programme, in September 2013, Socorail obtained EcoPhyto certification for weeding activities conducted on the rail networks of certain ports and industrial sites. The system implemented is intended to limit the use of crop protection products and better control their impact.

Risk prevention

Pursuant to French law No. 76-663 of 19 July 1976 relating to installations classified for the protection of the environment (ICPE) both terminals in Coquelles and Sangatte are designated ICPE sites due to the potential dangers and risks that their 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 severity of the dangers or risks that they may represent, requires Eurotunnel Group to either report to or request authorisation from the Prefecture 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 from 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 the costs undertaken to prevent the environmental impact of the company's activities, these were incurred during the Tunnel's construction. The System notably includes separate networks for collecting rain and waste water, retention ponds, and treatment plants.

The Group has made no provisions against environmental risks, nor did it pay out any court-ordered compensation for environmental damage during the course of the year. The obligation to establish 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.

No fine of any nature has been imposed nor the Group not has it been reported for non-compliance of its operations.

Employee awareness/training

As part of their induction to the company, every new employee learns about the company's environmental policy, its targets, and the organisation put in place to minimise the environmental impacts of its activity.

17.4.2 CLIMATE CHANGE AND ENERGY POLICY

Group's challenges and policy

The materiality review identified the management of energy consumption and the increased use of renewable energies as very important and important priorities respectively.

As part of its commitment to low-carbon transport, the Group pursues an ambitious strategy combining the 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 railways operations. 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.

Actions and means implemented

Emission level measurement

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 of Article 228 – II of the Grenelle 2 law regarding the disclosures required from any entity providing transport services or organising the provision of transport services, on the quantity of carbon dioxide emitted by the mode(s) of transport used to carry out that service.

The Eurotunnel Group is certified as Carbon Trust Standard since 2009. In 2011, the Group's management of greenhouse gas emissions was audited by this independent organisation that set the baseline level of greenhouse gas emissions for the whole of the Group's activities at 2010 levels. In 2015, for the Fixed Link scope, Eurotunnel Group's Carbon Trust Standard certification was renewed in recognition of its carbon footprint reduction policy for the period 2013-2014.

Furthermore, the Eurotunnel Group is the sole cross-Channel operator to have conducted and published a carbon footprint assessment. In France and the United Kingdom, an exhaustive carbon footprint assessment of the Fixed Link was performed in 2007 itself, using the method developed by ADEME. This carbon footprint assessment identified the Fixed Link's primary sources of greenhouse gas emissions. This was followed by the implementation of an action plan focused on two factors that accounted for 80% of the emissions, namely the use of energy provided by electricity and fossil fuels, and refrigeration fluid leakages.

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.

In 2015, GBRf ordered a full energy audit as part of the Energy Saving Opportunity Scheme Regulations (ESOS) by independent experts, to prepare for its accreditation in 2016. This procedure identifies the main risks and opportunities for the company as regards energy savings and environmental impacts and provides a benchmark for measuring the outcome of its programme, to enable continuous improvement.

In keeping with the 1992 Montreal protocol, actions were implemented to reduce emissions of all gases leading to ozone layer depletion. By the same token, halon will be phased out in 2016 from the Fixed Link infrastructures and rolling stock. Also, the refrigerants used in the cooling ducts in Sangatte and Shakespeare Cliff will be replaced by new cooling units that are more energyefficient and have no negative impact on the environment.

Customer offer

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.

An eco-comparison tool is available on the Fixed Link website and can be used by customers to calculate the average savings on CO2 emission levels in using the Passenger Shuttles.

Since 2015, Eurotunnel Group provides passengers with electric cars with a fast recharge facility free of charge, at the Fixed Link site in Coquelles (Pas-de-Calais) and in Folkestone (Kent) – in thirty minutes, they can charge 80% of the battery capacity (universal battery chargers) with a range of over 250 km. There are sixteen dedicated spots that can be used simultaneously at the two terminals of the Channel tunnel. These are the only sites in Europe to provide such a comprehensive offering. The number of customers using the Passenger Shuttle in electric cars increased from 40 in 2014 to 800 in 2015. This number is expected to reach 2,000 in 2016.

In 2014, Europorte's French subsidiaries applied for the TK Blue label established by the European TK Blue Agency. This label is used to produce the TK'Blue index that measures technical, economic, environmental and social performance of its transport services.

Energy policy

Comprehensive energy audits spanning the full range of energy consumption for the Concession's operations – going beyond the regulatory requirements – were conducted in 2015 by an external auditor. The conclusions will be made known during the year 2016.

In connection with the purchase of three Shuttles, Energy savings certificates were allocated in 2015 to EDF. Other initiatives are underway, notably the purchase of electronic variable speed drives for system engines as explained in chapter II of this Registration Document. Wind tunnel studies were also carried out on the rolling stock with a view to replacing the pagodas with reflectors to improve penetration (specific data sheets to be validated by the regional authority DREAL). At the end of 2015, the fleet of 100% electric vehicles operating on the Concession terminals reached 35 units – 31 in Coquelles and 4 in Folkestone.

Europorte France has set up an eco-driving initiative to increase awareness among high-speed train drivers regarding the impact of their driving behaviour on fuel consumption. This initiative will also include the installation of technical equipment to cut down fuel consumption by locomotives, as well as driver assistance systems depending on the railways network and the train, so that drivers can adopt a more environmentally-friendly driving behaviour. In 2015 Europorte France also commissioned – a first in France – seven medium horsepower locomotives in a new model (Vossloh DE18) which, for an equivalent level of use, provide a 15% to 20% reduction in fuel consumption.

Results of the year

Greenhouse gases emission indicator (scope 1 and scope 2 of the Kyoto protocol(1))

France	United Kingdom	Total
64,370	108,930	✔ 173,292
62,911 78,653	93,349 88,100	✔ 156,260 ✔ 166,753

The Eurotunnel Group constantly strives to limit the impact of its activities on the environment. This year however, the Group's GHG emission levels rose 11% compared to the previous year; an increase largely due to a growth in activity.

It is noted, however, that efforts are continuously being made to reduce the energy consumption of the Group and consequently reduce CO2 consumption. Thus, for example, actions were undertaken during the year 2015, and should continue in 2016, particularly in the Fixed Link, including the replacement of halon with less polluting gas. An investment of more than e40,000 was also made to replace certain refrigerants. Moreover, tests have been carried out, since 2015, to equip the on-board air conditioning systems with GSM datacards that will take readings, every two hours, of the pressure and temperature of the generators. This will minimise leakage by detecting them more easily and quickly.

From the time the Truck Shuttles were put into service, Eurotunnel has enabled savings of nearly 3.4 million tonnes of CO2 compared to ferries, and since 2006, the Group's carbon footprint and GHG emission levels have fallen by 55%.

As mentioned in the introduction to this chapter, the Eurotunnel Group was selected in December 2015 by Euronext to join the new version of the Low Carbon 100 Europe� index, in recognition of its commitment in the area of climate change.

Energy source indicator

Energy source	Total consumption in 2015	Total consumption in 2014	Total consumption in 2013	Unit
Electricity	533,659,961	515,816,892	516,859,908	kWh
Natural gas	8,578,914	8,871,267	11,021,193	kWh
Non-road diesel (NRD)	37,104,110	33,816,154	30,481,702	Litres
Liquid petroleum gas (LPG)	40,310	44,332	37,001	Litres
Diesel	825,038	865,983	806,224	Litres
Petrol	50,370	102,692	79,844	Litres

The increased consumption of electricity and NRD correlates to the increased traffic for Europorte as well as for ESGIE. This was accompanied by a fall in consumption from all other energy sources.

	Water from public network			Groundwater
Cubes	France	United Kingdom	Total	France	United Kingdom	Total
2015	162,814	129,046	✔ 291,860	34,275	0	✔ 34,275
2014 2013	143,112 131,603	138,960 140,625	✔ 282,072 ✔ 272,228	31,368 38,046	0 0	✔ 31,368 ✔ 38,046

Water consumption taken from the public network has increased slightly compared to the previous year (3%), mainly due to increased work on the Terminal 2015 project in France. Consumption taken from the underground water table rose 9% across the Group. This is mainly due to the emptying and refilling required as part of the valve replacement cycle, which uses a significant amount of water.

In addition, water offtakes respect the relevant legal constraints.

⁽¹⁾ Emissions resulting from the use of fossil fuels in combustion facilities or in transport vehicles (scope 1), as well as leakage of refrigerant fluids, SF6 and halon 1301 (scope 1) and indirect emissions from electrical power purchase (scope 2).

17.4.3 CIRCULAR ECONOMY AND WASTE MANAGEMENT

Group's challenges and policy

According to the findings of the materiality analysis, the circular economy policy and waste management were included among the important challenges for Eurotunnel Group. 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 undertaken.

Actions and means implemented

In France, the Fixed Link segregates non-hazardous industrial waste, 96% of which is recycled as briquettes used in industrial boilers. This process could be implemented following the emergence of new solid-recovered fuel (SRF) sectors. There are three ways of recovering waste – improved segregation, waste buy-back and outlets, recycling or free take-back.

For Europorte, 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 applies its own waste management procedures to its port rail infrastructure services at Dunkirk, Nantes-Saint 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 ´ passed on to a waste service provider for treatment. Besides, the measures to prevent soil pollution were strengthened at the Europorte Proximit e workshop by setting up a system for dry-washing locomotives. Similarly, in the case of GBRf, most of the ´ waste is generated by the maintenance of rolling stock, which is handled by subcontractors. GBRf monitors the subcontractors' waste disposal slips.

The noise of commercial activities and maintenance is also closely monitored around installations. A study in 2009 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.

By the nature of its activities, the subject of raw materials consumption and improving the efficiency of their use is one that is not relevant for the Group.

Results of the year

Waste indicator

	Hazardous industrial waste				Non-hazardous industrial waste
Tonnes	France	United Kingdom	Total	France	United Kingdom	Total
2015	114	362	✔ 475	2,914	1,783	4,697
2014 2013	156 198	326 496	✔ 482 ✔ 694	2,355 2,290	2,362 1,742	✔ 4,717 ✔ 4,032

The quantity of industrial waste produced in 2015 remained relatively stable compared to 2014.

17.4.4 PROTECTION OF BIODIVERSITY

Group's challenges and policy

In the area of biodiversity, Eurotunnel Group complies with the letter and the spirit of the Convention on biological diversity whose main goals include the conservation of biodiversity and the sustainable use of its elements.

Actions and means implemented

The Concessionaires have large land reserves in France and the United Kingdom and have, since the Tunnel's construction, created several dozen hectares of nature reserves for the conservation and development of biodiversity. In France, nature reserves are located within the Concession perimeter and therefore not open to the public. In France, the ''Jardins Ordonn es'' with their ´ seven-hectare lake are a much-used haven for migrating species and an essential nest-building site for many birds.

In the United Kingdom, the Samphire Hoe site is a concrete example of the Group's determination to take measures to develop biodiversity and protect the environment. Samphire Hoe, a nature reserve spanning about thirty hectares at the foot of the Dover cliffs, was created using 5 million cubic metres of blue chalk and marl extracted from the Channel sub-soil when the Tunnel was bored. This strip of land reclaimed from the sea was gradually transformed into a nature reserve. The White Cliffs Countryside Partnership, in charge of the day-to-day management of this protected space, is supported by many volunteers living in and around Kent. The partnership between the Concessionaires and WCCP was awarded its eleventh successive Green Flag Award� in 2015, recognising the high ecological quality of this nature reserve.

Samphire Hoe attracts over 80,000 visitors each year. Since 2014, a new reception centre, financed jointly by Eurotunnel and Heritage Lottery Fund, provides a fully-equipped educational centre for school groups all year round.

In another partnership with WCCP, the Concessionaires are also involved in the upkeep and conservation of the Doll's House Hill site, the steep slope overlooking the Folkestone terminal facilities, whose wildlife and country belong to a Site of Special Scientific Interest (SSSI).

The soil and plant life in Biggins Wood were lifted when the Folkestone terminal was built and replanted close by, to safeguard this remnant of Britain's primary forest.

The Whitemoor marshalling yard in eastern England is managed by GBRf on behalf of Network Rail. This site, which is home to a large number of protected animal and plant species, is classified as a Site of Special Scientific Interest (SSSI).

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
WORKFORCE INFORMATION
Employment
Total workforce	LA1	Total workforce by employment type, employment contract and region	17.2.4 Employment: Workforce and geographical distribution
Breakdown of employees by gender	LA1	Total workforce by employment type, employment contract and region	17.2.4 Employment: Breakdown of workforce by gender
Breakdown of employees by age			17.2.4 Employment: Breakdown of workforce by age group
Breakdown of employees by geographical region	LA1	Total workforce by employment type, employment contract and region	17.2.4 Employment: Workforce and geographical distribution
Hirings	LA2	Total number and rate of new employee hires and employee turnover by age group, gender and region	17.2.4 Employment: Recruitment
Dismissals	LA2	Total number and rate of new employee hires and employee turnover by age group, gender and region	17.2.4 Employment: Terminations
Compensation	LA3	Benefits provided to full-time employees that are not provided to temporary or part-time employees, by significant locations of operation	17.2.4 Employment: 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	17.2.4 Employment: Remuneration

17.5. CROSS-REFERENCE TABLE

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. Working conditions: 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. Working conditions: Absenteeism
Labour Relations
Organisation of social dialogue	LA4	Percentage of employees covered by collective bargaining agreements	17.2.3 Dialogue and 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 Dialogue and labour relations: Summary of collective bargaining 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.''
Health and Safety
Occupational health	LA6 and LA8	represented in formal joint management-worker health and safety committees that help monitor and advise on occupational health and safety programmes Education, training, counselling, prevention, and risk-control programmes in place to assist workforce members, their families, or community members regarding serious diseases	Percentage of total workforce 17.2.1 Health and safety: Health and safety in the workplace
Safety at work	LA6 and LA8	represented in formal joint management-worker health and safety committees that help monitor and advise on occupational health and safety programmes. Education, training, counselling, prevention, and risk-control programmes in place to assist workforce members, their families, or community members regarding serious diseases	Percentage of total workforce 17.2.1 Health and safety: Health and safetyin the workplace

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Agreements signed with trade unions on workplace health and safety	LA9	Health and safety topics covered in formal agreements with trade unions	17.2.1 Health and safety: Health and safety in the workplace
Frequency rate of workplace accidents	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work- related fatalities, by region	17.2.1 Health and safety: Work-related accidents
Severity rate of workplace accidents	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work- related fatalities, by region	17.2.1 Health and safety: Work-related accidents
Recording of occupational diseases	LA7	Rates of injury, occupational diseases, lost days and absenteeism, and total number of work-related fatalities, by region	17.2.1 Health and safety: Work-related accidents
Training policy
Total number of training hours	LA10 / LA11	Total workforce by employment type Programmes for skills management and lifelong learning that support the continued employability of employees and assist them in managing career endings	17.2.5 Training
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 Range of ratios of standard entry level wage compared with local minimum wage at significant locations of operation Procedures for local hiring and proportion of senior management hired from the local community at significant locations of operation	17.2.4 Employment: Diversity and equal opportunity	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''
Gender equality	LA14	Ratio of basic salary and remuneration of women to men by employee category	17.2.4 Employment: Diversity and equal opportunity, 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''

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
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	17.2.4 Employment: Employment and inclusion 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	17.2.4 Employment: Diversity and equal opportunity	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.''
Promotion and respect of ILO values (Human Rights)
	LA and HR	Labour Practices and Decent Work / Human Rights	17.1.1 Origin of the CSR procedure and Eurotunnel's commitments	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''

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Allocation of resources to prevent environmental risks and pollution	EN30	Total environmental protection expenditures and investments by type	17.4.1 General Environmental Policy: Risk prevention
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	17.4.1 General Environmental Policy: Risk prevention
Pollution and waste management Prevention, reduction
Prevention, reduction or compensation measures	EN22 / EN23 / EN24	Total weight of waste by type and disposal method	17.4.3 Circular economy and waste management: waste indicator
for air emissions or water and soil discharges that seriously		Total number and volume of significant spills
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 management that are reclaimed by category	17.4.3 Circular economy and waste
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	17.4.3 Circular economy and waste management
Sustainable use of resources
Water consumption			17.4.2 Climate change and energy policy: Results of the year
Water supply based on local conditions	EN8 / EN9 / EN21	Total water withdrawal by source Water sources significantly affected by withdrawal of water Total water discharge by quality and destination	Cf Water consumption
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	Cf Raw materials consumption
Energy consumption	EN3 / EN4	Direct energy consumption by primary energy source Indirect energy consumption by primary source	17.4.2 Climate change and energy policy: energy source indicator

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
Measures taken to improve energy efficiency and renewable energy use	EN5 / EN6 / EN7	Energy saved due to conservation and efficiency improvements 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	17.4.2 Climate change and energy policy: Energy policy
Soil use
Climate change
Greenhouse gas emissions	EN16 / EN17 / EN19 / EN20	Total direct and indirect weight (CO2 teq). Other indirect greenhouse gas emissions by weight (CO2 teq).	17.4.2 Climate change and energy greenhouse gas emissions by policy: greenhouse gases emission indicator (scope 1 and scope 2 of Kyoto protocol)
		Emissions of ozone-depleting substances by weight.
		NOx, SOx and other significant air emissions by type and weight
Adaptation to the impact of climate change	EN18 / EC2	Initiatives to reduce greenhouse gas emissions and reductions achieved	17.4.2 Climate change and energy policy
		Financial implications and other risks and opportunities for the organisation's activities due to climate change
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	17.4.4 Protection of biodiversity
		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 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.

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
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.	17.3.3 Regional development: Development of local employment, Development of local economy
		Understanding and describing significant indirect economic impacts, including the extent of impacts
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	17.3.3 Regional development: Development of local employment 17.3.4 Best business practices: being fair and responsible
		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

Grenelle 2 – article 225	GRI Equivalent G3.1	Title	Equivalent in chapter 17 of the Registration Document	Equivalent in Charter of Ethics and Behaviour
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	17.3.4 Regional development: Solidarity actions, Sponsorship
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	17.3.4 Best business practices: Being fair and responsible
		Percentage of significant suppliers, contractors, and other business partners that have undergone human rights screening, and actions taken
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	17.3.4 Best business practices: Being fair and responsible
		Boundary of the report (countries, divisions, subsidiaries, leased facilities, joint ventures, suppliers, for example), for more detailed information, see the GRI Boundary Protocol

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	17.3.4 Best business practices: Being fair and responsible	Preventing and combating corruption: Pursuant to the Global Compact
		Percentage of employees trained in organisation's anti-corruption policies and procedures		principles, the negotiation and performance of contracts must not give rise to instances of
		Actions taken in response to incidents of corruption		behaviour or facts that could be qualified as active or passive
	Total number of legal actions for anti-competitive behaviour, anti-trust and monopoly practices and their outcomes	corruption, or connivance in influence peddling or favouritism
			No Eurotunnel Group employees may directly or
		Monetary value of significant fines and total number of non-monetary sanctions for non-compliance with laws and regulations		indirectly give undue 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.
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 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	17.2.1 Health and safety: Safety of facilities, Site safety

17.6. CSR POLICY: PRINCIPLES, CHALLENGES AND COMMITMENTS

CSR at the heart of the group plan

Corporate social responsibility (CSR) requires companies to integrate environmental and social issues into their business model and plan. A self-regulation initiative which in its early days was adopted on a voluntary basis, CSR has been enshrined in a regulatory framework initiated in France since 2001-2002 by the law on New Economic Regulations (NER). The verification of sociological, social and environmental data by an independent third party has gone on to become obligatory for French businesses following the publication in 2012 of the Decree implementing Article 225 of the Grenelle 2 law and subsequently the Ruling of 13 May 2013. Eurotunnel Group has exceeded this obligation and its initiative goes beyond simple verification.

The Eurotunnel Group places social responsibility at the heart of its activities and in its interactions with its various internal and external stakeholders and provides clear information about its commitments to its partners: employees, customers, suppliers, shareholders, investors, territorial collectivities, governments, associations and communities. True to its principles, it has operated a policy for more than twenty years which is both challenging and supportive of corporate social responsibility, which it applies in three main areas, the strategic areas of focus linked to its activities:

• People, i.e. each of the 3,992 Eurotunnel Group collaborators;
• Nature, in other words the environment and the eco-systems with which its increasing activities interact;
• Region, or all communities with which the Group has a relationship, particularly in France, the UK and Europe.

The Eurotunnel Group has developed a CSR policy which is based on the respect of fundamental rights as defined by the major founding international texts: the Universal Declaration of Human Rights and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work.

The Eurotunnel Group board of directors and its Chief Executive Officer fully support the principles stated in these international codes and standards. The object of this policy is to translate this support into a set of operational procedures defining a common approach for all Group entities.

Compliance with this policy will be continuously monitored under the close scrutiny of the Group's board of directors supported by the Committee for Sustainable Development. Stakeholders shall also be informed of the policy via the Group's various annual reports.

The CSR targets will be defined each year and will form part of the targets set for the directors and managers of the various Group entities. They shall be monitored and evaluated during individual annual reviews.

Each manager shall be charged with ensuring that the stated principles are communicated to all employees and are further understood and observed by them.

Challenges

The Eurotunnel Group has identified five major challenges which correspond to core issues set out in the major founding texts and the various international frameworks and standards (Global Compact; GRL, ISO 26000). These challenges can be split into several categories: social, regional, environmental, economic and ethical.

• Social challenges: respect the rights of employees
• Regional challenges: develop close links with the region
• Environmental challenges: reduce the impact of the business activity on the environment
• Economic challenges: manage relationships with customers
• Ethical challenges: continue with policy development and value sharing within the Group in connection with stakeholders.

Answering these challenges has been and remains a priority for Eurotunnel Group which, since its inception, has been committed to a social responsibility policy reconciling economic performance, social equity and environmental protection as part of a programme of continuous improvement.

Social challenges

For the Group, responding to the social challenges involves a commitment to fully support a work environment which fosters the personal development and growth of its workers. The human resources policies are developed on the basis of criteria which support truly equal opportunities and treatment for all employees. In its Charter of Ethics and Behaviour, Eurotunnel Group has effectively committed itself to combating all forms of discrimination. In the same Charter, it strongly reasserts its adherence to the

principles and values of the Universal Declaration of Human Rights 1948 and to the fundamental conventions of the International Labour Organization as well as to the principles of the United Nations Global Compact.

In order to reinforce the development of its workers and to guarantee a stable and safe working environment for them, Eurotunnel Group has made the issue of improving security and health at work a major concern with the renewed and expressed target of zero accidents. Mindful of the progression of its employees' performance, the Group considers the individual annual review to be an essential management tool for human resources and has therefore set a target for all managers in the company of 100% reviews.

The Group invests heavily in young people and is developing its relationships with universities and schools with the aim of fostering a better understanding of its business and of better integrating young people into the world of work. This is why an agreement was signed in January 2013 with the Ecole nationale des Ponts et Chauss ees creating for a period of 5 years an education and research ´ chair for the science of railway transport dedicated to the study of railway activity. The aim of this chair is training and research on the topics associated with infrastructure transport service. This initiative attests to Eurotunnel Group's willingness to share its expertise in order to advance science and innovation and position the railway sector as a forward-looking business.

The Eurotunnel Group also is also strongly focused on training for careers in the railway sector. Created by the Group in 2011, the international railway training centre CIFFCO contributes to the creation of skilled jobs and professional integration. It plays a leading role in the development of railway transport and its associated businesses and, more generally, plays a part in the economic development and influence of the Nord-Pas-de-Calais region.

Regional challenges

As a committed partner in its economic and social environment, Eurotunnel Group has always been a leading economic actor and local employer. As part of its mission, it fully subscribes to a logic of ''community involvement'', understood as defined by ISO 26000: proactive outreach work undertaken by an organisation within the community with the aim of preventing and solving problems, fostering partnerships with local organisations and stakeholders and being a good citizen of the community.

The Eurotunnel Group has contributed to the creation of several thousand direct, indirect and induced jobs in Kent and the Calais region and has, as part of its role as a developer, strongly contributed to the growth of the local economy at either end of the Tunnel and to the positive transformation of the environment in which it operates.

The Eurotunnel Group is conscious of the fact that community involvement is not limited to responsibility for the impact of its activities on the environment but involves responsible behaviour and good citizenship. It is also constantly seeking ways to strengthen its integration into its immediate environment by means of firm commitments and actions of solidarity geared towards the community. The Group also supports education and culture and is conscious that sharing knowledge is a factor which promotes more equal opportunities.

The Eurotunnel Group estimates that its regional commitment is essential as it contributes to the company's overall performance, to the internal climate and social cohesion and to the loyalty of its employees.

In order to meet these challenges, Eurotunnel Group is committed to strengthening links with local communities by actively supporting associations, schools, universities and organisations with which it closely collaborates on both sides of the Fixed Link.

Environmental challenges

In a world with limited natural resources, companies cannot ensure their continuity without making constant efforts to control their energy consumption and reduce the impact of their activities on the environment. For Eurotunnel Group it is clear: it is impossible to have success in the long term without better control of environmental impacts.

Committed to ''low-carbon'' transportation, the Group is pursuing an ambitious strategy which combines developing its core activity – cross-Channel transport – and external growth beyond the Fixed Link in its two major disciplines and areas of expertise: the management of infrastructures and railway operations.

Prior to the construction of the Tunnel, expense was incurred in order to prevent the harmful consequences of business activities for the environment. There are two separate sewer systems for storm water and waste water, retention ponds, treatment stations, etc. Furthermore, an environmental management system based on the requirements of standard ISO 14001 was put in place by the Concessionaires in 2002.

For 2015, the Eurotunnel Group is committed to acting in line with the principles of sustainable development and in accordance with the 3 principles of the Global Compact relating to the environment. In order to achieve this, the Group has four commitments:

• • to reduce the environmental impacts of its own operations by focusing on reducing greenhouse gases, reducing its energy consumption, increasing its fleet of electric vehicles and optimising waste management;
• • to raise awareness amongst staff of their responsibilities as eco-citizens;
• • to choose innovative and environmentally friendly products;
• • to strengthen actions which support the protection of diversity.

In addition to these commitments, the Eurotunnel Group will pay special attention to the environmental approach of its suppliers and will ask them to implement actions which would support the protection of the environment.

Economic challenges

The Eurotunnel Group places a focus on each individual customer at the heart of its development plan. Quality of service is both an everyday and a strategic priority and expectation for its teams within all of its subsidiaries.

Rooted in a bi-national culture where the concept of ''customer'' prevails, the Eurotunnel Group is continually investing in adapting its offer, the quality of customer services, punctuality, smoothness, comfort and security around a central objective: to constantly increase the high level of quality of service which forms the basis of its economic growth. A golden rule is applied: every innovation and every investment project must demonstrate that it benefits customers before being adopted. This continuous improvement initiative is of particular importance today when, more than 20 years after the commencement of the operation, a new generation of customers is emerging.

This commitment was solidified in 2013 by the launch of important projects in the various Group subsidiaries, such as the creation of a Customer Experience Department, the renovation of terminals and Truck Shuttle wagons, a mobile telephone service throughout the tunnel, etc.

The first private railway operator in France and the UK, Europorte, a subsidiary of the Eurotunnel Group, makes the difference with quality of service.

Committed to a continuous improvement initiative, Eurotunnel Group is carrying out a transformation project in its terminals where the reception capacity will be increased in order to offer, as of 2015, more departures and toll lanes and secure parking to respond smoothly to the expected growth in freight traffic.

The Eurotunnel Group and its subsidiary service companies aim to achieve a higher level of quality of service for 2015. Customer satisfaction is an absolute priority for the Group. For 2015 it has set a central goal for the sector of a customer satisfaction rate of 90% for passengers, 95% for transporters and 85% for commercial freight drivers.

In order to meet the challenges of responsible supply, the Group is further committed to undertaking work over the course of the next two years (2015-2016) in order to identify and evaluate its main suppliers in the field of sustainable development.

Ethical challenges

In order to define its priorities, Eurotunnel Group is involved in and is continuing an ongoing dialogue with its internal and external stakeholders including employees, customers, suppliers, shareholders, local communities, competitors, public authorities and trade unions. This dialogue helps the Group to better understand societal developments and the associated challenges, to develop new topics and to start reflecting on the pilot projects.

The Eurotunnel Group's aim is to be viewed as a benchmark and a model within the transport industry in the area of corporate social responsibility and intends to maintain its role as a major player in cross-Channel transport and its position as global leader in piggyback transport.

This ambition requires clearly stated commitments. The Eurotunnel Group has achieved this by means of this policy by committing to develop a climate of trust and loyal relationships with all of its internal and external stakeholders. It is particularly committed to:

• • staying loyal to its customers and partners;
• • instigating, maintaining and encouraging an open dialogue with the various stakeholders;
• • strengthening its community involvement;
• • strictly observing the fundamental rights as defined in the major international principles: the Universal Declaration of Human Rights and the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work;
• • reporting its economic, social and environmental results with the greatest transparency.

17.7. REPORT BY THE STATUTORY AUDITOR, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED LABOUR, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT

This is a free English translation of the Statutory Auditors' 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 professional standards applicable in France.

For the year ended 31 December 2015

To the Shareholders,

In our capacity as Statutory Auditor of Groupe Eurotunnel SE, appointed as independent third party and certified by COFRAC under number 3-1049, we hereby report to you on the consolidated labour, environmental and social information for the year ended December 31st 2015, included in the management report (hereinafter named ''CSR Information''), pursuant to article L. 225-102-1 of the French Commercial Code.

Company's responsibility

The Board is responsible for preparing a company's management report including the CSR Information required by article R. 225-105-1 of the French Commercial Code in accordance with the guidelines used by the Company (hereinafter the ''Guidelines''), summarised in the management report and available on request, from the company's head office.

Independence and quality control

Our independence is defined by regulatory texts, the French Code of ethics of our profession and the requirements of article L. 822-11 of the French Commercial Code. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with the ethical requirements, French professional standards and applicable legal and regulatory requirements.

Responsibility of the statutory Auditor

On the basis of our work, our responsibility is to:

• • attest that the required CSR Information is included in the management report or, in the event of non-disclosure of a part or all of the CSR Information, that an explanation is provided in accordance with the third paragraph of article R. 225-105 of the French Commercial Code (Attestation regarding the completeness of CSR Information);
• • express limited assurance conclusion that the CSR Information taken as a whole is, in all material respects, fairly presented in accordance with the Guidelines (Conclusion on the fairness of CSR Information);
• • at the request of the Company, express reasonable assurance, that 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 (Reasonable assurance on a selection of CSR information).

Our work involved six people and was conduct between October 2015 and February 2016 for a total duration of around fourteen weeks. We were assisted in our mission by our specialists in Corporate Social Responsibility.

We performed our work in accordance with the French professional standards and with the order dated 13 May 2013 defining the conditions under which the independent third party performs its engagement and with ISAE 3000(1) concerning our conclusion on the fairness of CSR Information.

1. Attestation regarding the completeness of CSR Information

Nature and scope of our work

On the basis of interviews with the individuals in charge of the relevant departments, we obtained an understanding of the Company's sustainability strategy regarding labour and environmental impacts of its activities and its social commitments and, where applicable, any actions or programmes arising from them.

⁽¹⁾ ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information.

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.

For any consolidated information that is not disclosed, we verified that explanations were provided in accordance with article R. 225-105, paragraph 3 of the French Commercial Code.

We verified that the CSR Information covers the scope of consolidation, i.e., the Company, its subsidiaries as defined by article L. 233-1 and the controlled entities as defined by article L. 233-3 of the French Commercial Code within the limitations set out in the methodological information, presented in the chapter 17 of the management report.

Conclusion

Based on the work performed and given the limitations mentioned above, we attest that the required CSR Information has been disclosed in the management report.

2. Conclusion on the fairness of CSR Information

Nature and scope of our work

We conducted ten interviews with the persons responsible for preparing the CSR Information in the departments in charge of collecting the information and, where appropriate, responsible for internal control and risk management procedures, in order to:

• • assess the suitability of the Guidelines in terms of their relevance, completeness, reliability, neutrality and understandability, and taking into account industry best practices where appropriate;
• • verify the implementation of data-collection, compilation, processing and control process to reach completeness and consistency of the CSR Information and obtain an understanding of the internal control and risk management procedures used to prepare the CSR Information.

We determined the nature and scope of our tests and procedures based on the nature and importance of the CSR Information with respect to the characteristics of the Company, the labour and environmental challenges of its activities, its sustainability strategy and industry best practices.

Regarding the CSR Information that we considered to be the most important and presented in Appendix:

• • at parent entity level, we referred to documentary sources and conducted interviews to corroborate the qualitative information (organisation, policies, actions), performed analytical procedures on the quantitative information and verified, using sampling techniques, the calculations and the consolidation of the data. We also verified that the information was consistent and in agreement with the other information in the management report;
• • at the level of a representative sample of entities(1), selected on the basis of their activity, their contribution to the consolidated indicators, their location and a risk analysis, we conducted interviews to verify that procedures were followed correctly and to identify potential undisclosed data, and we performed tests of details, using sampling techniques, in order to verify the calculations and reconcile the data with the supporting documents. The selected sample represents 78% of headcount and between 56% and 81% of the quantitative environmental information published.

For the other consolidated CSR Information, we assessed its consistency based on our understanding of the company.

We also assessed the relevance of explanations provided for any information that was not disclosed, either in whole or in part.

We believe that the sampling methods and sample sizes used, based on our professional judgement, were sufficient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures. Due to the use of sampling techniques and other limitations inherent to information and internal control systems, the risk of not detecting a material misstatement in the CSR information cannot be totally eliminated.

Conclusion

Based on the work performed, no material misstatement has come to our attention that causes us to believe that the CSR Information, taken as a whole, is not presented fairly in accordance with the Guidelines.

⁽¹⁾ Social information: Eurotunnel Services GIE (ESGIE), Europorte France (EPF, Socorail, Europorte Proximit e, Europorte Holding), GB Railfreight ´ Limited.

Environnemental information: France Manche SA (FM SA), Europorte France (EPF, Socorail, Europorte Proximit e, Europorte Holding), GB ´ Railfreight Limited.

3. Reasonable assurance on a selection of CSR Information

Nature and scope of our work

For the information selected by the Group and identified by the symbol ✔, our audit consisted of work of the same nature as described in paragraph 2 above for the CSR information considered the most important, but in more depth, particularly regarding the number of tests.

The sample selected represents in average 78% of headcount and between 56% and 81% of the quantitative environmental information identified by the symbol ✔ published.

We consider that this work enables us to express a conclusion of reasonable assurance for 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 ✔ is fairly presented, in all material aspects, in compliance with the Guidelines.

Appointed Independent Third-Party Auditor Paris – La D efense, 17 February 2016 ´

French original signed by:

KPMG S.A.

Partner Partner

Fabrice Odent Philippe Arnaud Departement Changement ´ Climatique & D eveloppement ´ Durable

Appendix

Labour indicators		Level of assurance
	Total headcount and headcount broken down by gender
Average age
Management to workforce ratio
Temporary staff rate
Number of training hours		Reasonable
Frequency rate of workplace accidents
Severity rate of workplace accidents
Absenteeism ratio
Cost of training
	Proportion of the gross annual wage bill represented by training costs	Limited
Environmental indicators		Level of assurance
Water consumption
Greenhouse gas emissions		Reasonable
Waste produced (hazardous and non-hazardous)
Qualitative information
Labour topics	Occupational health and safety conditions
	Policies implemented regarding training
Environmental topics	The organisation of the company to integrate environmental issues
	Energy consumption and measures implemented to improve energy efficiency
	Greenhouse gas emissions
Social topics	Measures implemented to promote consumers health and safety
	Territorial, economic and social impact of the company activity regarding regional employment and development
	Importance of subcontracting and consideration, in the relationship with subcontractors and suppliers of their social and environmental responsibility

18. MAJOR SHAREHOLDERS

◦ ◦

18.1. MAJOR SHAREHOLDERS

As at the date of this Registration Document, the GET SE share capital comprised 550,000,000 Shares. As at 31 December 2015, the GET SE share capital comprised 550,000,000 Shares and the theoretical number of voting rights to be used to determine the thresholds was 638,741,746. The total number of exercisable voting rights in general meeting was 627,891,019.

The difference:

• • between the theoretical number of voting rights and the number of exercisable voting rights at general meeting, is not significant: it arises from the treasury shares held by GET SE as part of its share buyback programme described in section 21.1.8 of this Registration Document and the voting rights for which have been suspended; and
• • between the number of shares comprising the share capital and the theoretical number of voting rights, is not significant: it arises from double voting rights granted to shareholders holding their shares in registered form as indicated in section 21.2.5 of this Registration Document.

The distribution of GET SE share capital is as follows:

Shareholding (% of capital)	31 December 2015	31 December 2014
– Individuals	9.98%	11.21%
– Custodian	52.01%	48.94%
– Institutions	36.21%	38.02%
– Treasury	1.80%	1.82%
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, give the right to vote at its shareholders' meetings, as well as the number of securities held by each. The company may limit its request for the above information to persons holding a certain number of shares. On the basis of the last such request on 31 December 2015, the geographical distribution of shareholdings was estimated as follows:

	% of capital
France	19%
United Kingdom	23%
United States	39%
Rest of World	19%
TOTAL	100%

At 18 February 2016, the date of the last threshold crossing declaration to the AMF, three shareholders held more than 5% of the share capital:

Shareholders(1)	Shares	% capital(2)	Voting rights	% of voting rights(3)
Aero	85,289,551	15.50	170,579,102	26.70
BlackRock	32,396,274	5.89	32,396,274	5.07
Rare Infrastructure Limited	27,820,768	5.05	27,820,788	4.36

(1) Basis: declaration to the AMF at the relevant time

(2) On the basis of 550,000,000 Shares

(3) On the basis of 638,741,746 theoretical voting rights at 31 December 2015

Aero 1 Global & International S. a.r.l. (Aero) `

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 (AMF declaration 211C1770) that its holding of shares in GET SE had, on 22 September 2011, indirectly, via the companies it controls, exceeded the thresholds of 20% and 25% of voting rights for GET SE 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, 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.

BlackRock, Inc

In a letter to the AMF received on 12 May 2015, BlackRock, Inc., acting on behalf of clients and funds which it manages, stated (AMF declaration 215C0612) that its holding of shares in GET SE had, on 7 May 2015, exceeded the threshold of 5% of voting rights for GET SE and that it held on behalf of its clients and funds, 27,942,547 Shares, i.e. 5.08% of the capital and 4.38% of the voting rights, based on share capital comprising 638,656,258 voting rights, pursuant to the article 223-11 of the general regulation.

In a letter to the AMF received on 3 August 2015, BlackRock, Inc., acting on behalf of clients and funds which it manages, stated (AMF declaration 215C1177) that its holding of shares in GET SE had, on 29 July 2015, exceeded the threshold of 5% of voting rights for GET SE and that it held on behalf of its clients and funds, 32,328,185 Shares, i.e. 5.88% of the capital and 5.06% of the voting rights, based on capital representing 638,744,554 voting rights.

In a letter to the AMF received on 15 February 2016, BlackRock, Inc., acting on behalf of clients and funds which it manages, stated (AMF declaration 216C0504) that its holding of shares in GET SE had, on 10 February 2016, decreased below the threshold of 5% of voting rights for GET SE and that it held on behalf of its clients and funds, 31,882,805 Shares, i.e. 5.80% of the capital and 4.99% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,711,357 voting rights. This decrease results from a sale of Shares on the market and a reduction in the number of Shares held as collateral.

In a letter to the AMF received on 16 February 2016, BlackRock, Inc., acting on behalf of clients and funds which it manages, stated (AMF declaration 216C0513) that its holding of shares in GET SE had, on 11 February 2016, exceeded the threshold of 5% of voting rights for GET SE and that it held on behalf of its clients and funds, 32,396,274 Shares, i.e. 5.89% of the capital and 5.07% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,711,357 voting rights. This threshold crossing results from an increase in the number of Shares held as collateral.

Rare Infrastructure Limited/Legg Masson, Inc

In letters to the AMF received on 20 April 2015, and on 21 April 2015, the Australian law governed company Rare Infrastructure Limited (Level 13, 35 Clarence Street, Sydney NSW 2000, Australia), acting on behalf of funds which it manages, stated (AMF declaration 215C0487) that its holding of shares in GET SE had, on 7 April 2015, exceeded the threshold of 5% of the share capital of GET SE and that it held on behalf of its funds, 27,738,970 Shares, representing the same number of voting rights, i.e. 5.04% of the capital and 4.34% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,656,258 voting rights. This threshold crossing resulted from an acquisition of Shares on the market.

In letter to the AMF received on 7 May 2015, the Australian law governed company Rare Infrastructure Limited (Level 13, 35 Clarence Street, Sydney NSW 2000, Australia), acting on behalf of funds which it manages, stated (AMF declaration 215C0592) that its holding of shares in GET SE had, on 4 May 2015, decreased below the threshold of 5% of share capital and that it held on behalf of its funds, 26,948,796 Shares, representing the same number of voting rights, i.e. 4.90% of the capital and 4.22% of the voting rights of the company, based on capital comprising 550,000,000 Shares representing 638,656,258 voting rights. This threshold crossing resulted from a decrease in the number of Shares under management.

18 MAJOR SHAREHOLDERS

In letter to the AMF received on 9 December 2015, the Maryland state law governed company Legg Mason, Inc. (100 International Drive, Baltimore Maryland 21202, United States), stated (AMF declaration 215C1970) that its holding of shares in GET SE had, on 4 December 2015, indirectly through companies it controls (Rare Infrastructure Limited(4) and QS Investors LLC) exceeded the threshold of 5% of the share capital of GET SE and that it held 28,255,016 Shares, representing the same number of voting rights, i.e. 5.14% of the capital and 4.42% of the voting rights of the company, based on capital comprising 550,000,000 Shares representing 638,709,570 voting rights. This increase resulted from an acquisition of Shares on the market.

In letter to the AMF received on 3 February 2016, the Maryland state law governed company Legg Masson, Inc. (100 International Drive, Baltimore Maryland 21202, United States), stated (AMF declaration 216C0387) that its holding of shares in GET SE had, on 29 January 2016, indirectly through companies it controls (Rare Infrastructure Limited and QS Investors LLC), decreased below the threshold of 5% of the share capital of GET SE and that it held 26,561,791 Shares, representing the same number of voting rights, i.e. 4.83% of the capital and 4.16% of the voting rights of the company, based on capital comprising 550,000,000 Shares representing 638,711,357 voting rights. This decrease resulted from a sale of Shares on the market.

In letter to the AMF received on 18 February 2016, the Maryland state law governed company Legg Masson, Inc. (100 International Drive, Baltimore Maryland 21202, United States), stated (AMF declaration 216C0523) that its holding of shares in GET SE had, on 12 February 2016, indirectly through companies it controls (Rare Infrastructure Limited and QS Investors LLC), exceeded the threshold of 5% of the share capital of GET SE and held 27,820,788 Shares, representing the same number of voting rights, i.e. 5.06% of the capital and 4.36% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,711,357 voting rights, distributed as follows:

Shareholders(5)	Shares	% capital	Voting rights	% of voting rights
Rare Infrastructure Limited	27,212,243	4.95	27,212,263	4.26
QS Investors LLC	608,525	0.11	608,525	0.10
Total Legg Mason Inc.	27,820,768	5.06	27,820,788	4.36

(5) Basis: declaration to the AMF at the relevant time

This threshold crossing resulted from an acquisition of Shares on the market.

To the best of the knowledge of GET SE, no other shareholder jointly or solely holds directly or indirectly more than 5% of the share capital or the voting rights.

Historic

For the record, The Capital Group Companies, Inc, have, since 2015, reduced their participation below the 5% threshold of the share capital:

• • In letter to the AMF received on 12 May 2015, The Capital Group Companies, Inc., stated (AMF declaration 215C0611) that its holding of shares in GET SE had, on 8 May 2015, decreased below the threshold of 5% of share capital and that it held 31,381,367 Shares, representing the same number of voting rights, i.e. 5.71% of the capital and 4.91% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,656,258 voting rights, pursuant to the 2nd paragraph of article 223-11 of the general regulations. This decrease resulted from the sale of Shares on the market.
• • In letter to the AMF received on 12 August 2015, Capital Group stated (AMF declaration 215C1217) reducing its shareholding to 25,149,680 Shares, representing 4.57% of the capital and 3.94% of the voting rights, based on capital comprising 550,000,000 Shares representing 638,744,554 voting rights, pursuant to the 2nd paragraph of article 223-11 of the AMF's general regulations. This decrease resulted from the sale of Shares on the market.

18.2. CONTROL

To the best of the knowledge of GET SE, there are no agreements that, if implemented, would bring about a change of control of GET SE.

Apart from the double voting rights described in section 21.2.5 of this Registration Document, there are no specific voting rights attached to any GET SE Shares. However, the preference shares, known as B shares and C shares, referred to in section 21.2.3 of this Registration Document, do not carry voting rights at ordinary and extraordinary general shareholders' meetings for holders of (ordinary) Shares, although it should be noted that they do carry voting rights at special shareholders' meetings for holders of B shares and C shares.

⁽⁴⁾ Acting on behalf of funds which it manages

19. RELATED PARTY TRANSACTIONS

◦ ◦

The Group's related party transactions in 2015 are mentioned in note DD to the consolidated financial statements in chapter 20 of this Registration Document.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 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
20.2.	PRO FORMA FINANCIAL INFORMATION
20.3.	ANNUAL FINANCIAL STATEMENTS
20.3.1	GET SE'S consolidated financial statements for the financial year ending 31 December 2015 and the statutory auditors' report thereon
20.3.2	GET SE parent company financial statements for the financial year ending 31 December 2015 and the statutory auditors' report thereon
20.4.	AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION
20.5.	DATE OF LATEST FINANCIAL INFORMATION
20.6.	INTERIM AND OTHER FINANCIAL INFORMATION
20.7.	DIVIDEND POLICY
20.8.	LEGAL AND ARBITRATION PROCEEDINGS
20.8.1	Competition and Markets Authority
20.8.2	IGC
20.8.3	Impact on the financial situation and profitability of the Eurotunnel Group
20.9.	SIGNIFICANT CHANGES TO THE FINANCIAL OR COMMERCIAL SITUATION
20.10.	TABLE OF GET SE PARENT COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS
20.11.	STATUTORY AUDITORS' FEES

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 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 SE, the Group's holding company, and its subsidiaries.

20.2. PRO FORMA FINANCIAL INFORMATION

None.

20.3. ANNUAL FINANCIAL STATEMENTS

20.3.1 GET SE'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2015 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 2015	179
	Consolidated income statement	181
	Consolidated statement of other comprehensive income	182
	Consolidated statement of financial position	183
	Consolidated statement of changes in equity	184
	Consolidated statement of cash flows	185
	Notes to the financial statements	186
A.	Important events	186
B.	Basis of preparation and significant accounting policies	187
C.	Basis of consolidation	194
D.	Assets held for sale and discontinued operations	195
E.	Segment information	196
F.	Revenue	197
G.	Employee numbers and employee benefits expense	197
H.	Remuneration of members of the board of directors and senior executives	197
I.	Other operating income and (expenses)	198
J.	Net finance costs	198
K.	Other financial income and (charges)	198
L.	Income tax expense	199
M.	Earnings per share	201
N.	Intangible assets and goodwill	202
O.	Tangible property, plant and equipment	203
P.	Interests in equity-accounted companies	205
Q.	Financial assets	205
R.	Share capital	206
S.	Changes in equity	207

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

T.	Share-based payments	207
U.	Retirement benefits	211
V.	Financial liabilities	215
W.	Matrix of class of financial instrument and recognition categories and fair value	220
X.	Financial risks	221
Y.	Provisions	224
Z.	Trade and other payables	225
AA.	Commitments and contingent liabilities	225
BB.	Operating lease contracts	225
CC.	Statutory auditors' fees	225
DD.	Related party transactions	226
EE.	Events after the reporting period	226

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

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 2015, on:

• the audit of the accompanying consolidated financial statements of Groupe Eurotunnel SE;
• 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 2015 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.

2 Justification of our assessments

In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de commerce), we bring to your attention the following matters.

Valuation of Concession tangible assets

In accordance with accounting policies described in note B.3.vi of the consolidated financial statements and with note O.1 of such consolidated financial statements, Groupe Eurotunnel 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 renewal capital expenditures, as well as the main assumptions and parameters used. We further examined sensitivity analysis performed. We also verified that note O.1 of the consolidated financial statements gives appropriate information.

Presentation of maritime segment and its assets

In accordance with accounting policies described in note B.3.iii and following the cessation of the maritime activity, described in note A.1 of such consolidated financial statements, Groupe Eurotunnel disclosed the assets of the maritime segment as assets

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

held for sale and the net result of this segment as net result from discontinued operations. We examined the presentation in the financial statement of the maritime segment and its assets. We also verified that notes A.1 and D of the consolidated financial statements give appropriate information.

Simplification of the debt structure

In accordance with accounting policies described in note B.3.ix of the consolidated financial statements, Groupe Eurotunnel has considered the operation that will simplify the structure of its long term debt, described in note A.2 and note V.1, as a renegotiation of the existing loan. We have examined the changes to the structure of the Long Term Loan and to certain of its terms, and the presentation of this operation in the consolidated financial statements. We also verified that notes A.2 and V.1 of the consolidated financial statements give 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, 17 February 2016 ´ Courbevoie, 17 February 2016

KPMG Audit Mazars Division of KPMG S.A.

Fabrice Odent Jean-Marc Deslandes Partner Partner

French original signed by: French original signed by:

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED INCOME STATEMENT

		31 December	31 December
f'000	Note	2015	2014( *)
Revenue	F	1,222,012	1,113,865
Operating expenses		(393,140)	(351,533)
Employee benefits expense	G,H	(286,807)	(253,101)
Operating margin (EBITDA)		542,065	509,231
Depreciation	N,O	(151,815)	(161,133)
Trading profit		390,250	348,098
Other operating income	I	2,981	10,291
Other operating expenses	I	(6,232)	(7,826)
Operating profit		386,999	350,563
Share of result of equity-accounted companies	P	(1,315)	(579)
Operating profit after share of result of equity
accounted companies		385,684	349,984
Finance income	J	2,604	2,553
Finance costs	J	(265,617)	(275,052)
Net finance costs		(263,013)	(272,499)
Other financial income	K	30,048	23,272
Other financial charges	K	(37,523)	(28,081)
Pre-tax profit from continuing operations		115,196	72,676
Income tax expense of continuing operations	L	(7,500)	(3,245)
Net profit from continuing operations		107,696	69,431
Net loss from discontinued operations	D	(7,478)	(12,320)
Net profit for the year		100,218	57,111
Net profit attributable to:
Group share		100,451	57,225
Minority interest share		(233)	(114)
Earnings per share (g):	M
Basic earnings per share: Group share		0.19	0.11
Diluted earnings per share: Group share		0.18	0.11
Basic earnings per share from continuing operations		0.20	0.13
Diluted earnings per share from continuing operations		0.20	0.13
Basic earnings per share from discontinued operations		(0.01)	(0.02)
Diluted earnings per share from discontinued operations		(0.01)	(0.02)

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D below).

2015 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SE 181

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

f'000	Note	31 December 2015	31 December 2014
Items that will never be reclassified to the income statement:
Actuarial gains and losses on employee benefits	U	(8,294)	(33,332)
Related tax Items that are or may be reclassified to the income	L	306	167
statement:
Foreign exchange translation differences		(115,066)	(110,925)
Movement in fair value of hedging contracts	V	29,217	(572,534)
Related tax	L	1,230	7,927
Net expense recognised directly in equity		(92,607)	(708,697)
Profit for the year – Group share		100,451	57,225
Total comprehensive income/(expense) – Group share		7,844	(651,472)
Total comprehensive expense – minority interest share		(233)	(114)
Total comprehensive income/(expense) for the year		7,611	(651,586)

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

f'000	Note	31 December 2015	31 December 2014
ASSETS
Goodwill	N	19,308	18,193
Intangible assets	N	6,958	9,337
Total intangible assets		26,266	27,530
Concession property, plant and equipment	O	6,166,615	6,229,499
Other property, plant and equipment	O	183,079	220,967
Total property, plant and equipment		6,349,694	6,450,466
Equity-accounted companies	P	3,897	1,693
Deferred tax asset	L	149,497	140,759
Other financial assets	Q.1	167,031	166,564
Total non-current assets		6,696,385	6,787,012
Inventories		3,540	3,531
Trade receivables	Q.2	129,442	145,655
Other receivables	Q.2	62,882	42,511
Other financial assets	Q.1	192	174
Cash and cash equivalents	Q.3	405,912	384,723
Sub-total current assets		601,968	576,594
Assets held for sale	D	64,675	–
Total current assets		666,643	576,594
Total assets		7,363,028	7,363,606
EQUITY AND LIABILITIES
Issued share capital	R	220,000	220,000
Share premium account		1,711,796	1,711,796
Other reserves		(337,877)	(315,094)
Profit for the year		100,451	57,225
Cumulative translation reserve		(30,911)	84,155
Equity – Group share		1,663,459	1,758,082
Minority interest share		(342)	(109)
Total equity		1,663,117	1,757,973
Retirement benefit obligations	U	98,301	81,298
Financial liabilities	V	4,017,341	4,040,311
Other financial liabilities	V	79,177	–
Interest rate derivatives	V	1,170,242	1,199,459
Total non-current liabilities		5,365,061	5,321,068
Provisions	Y	8,265	1,845
Financial liabilities	V	46,914	43,505
Other financial liabilities		17,353	–
Trade payables	Z	222,727	199,635
Other payables	Z	39,591	39,580
Total current liabilities		334,850	284,565
Total equity and liabilities		7,363,028	7,363,606

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Issued	Share	share premium Consolidated		Cumulative translation		Group Minority
f'000	capital	account	reserves	Result	reserve		Share interests	Total
1 January 2014		220,000 1,711,796		252,328 101,361		195,080 2,480,565		5 2,480,570
Transfer to consolidated reserves				101,361 (101,361)		–		–
Payment of dividend			(80,886)			(80,886)		(80,886)
Share based payments			5,195			5,195		5,195
Acquisition/sale of treasury shares			4,680			4,680		4,680
Result for the period				57,225		57,225	(114)	57,111
Profit / (loss) recorded directly in other comprehensive income:
● Actuarial gains and losses on employee
benefits			(33,332)			(33,332)		(33,332)
● Related tax			167			167		167
● Movement in fair value of hedging contracts			(572,534)			(572,534)		(572,534)
● Related tax			7,927			7,927		7,927
● Foreign exchange translation differences					(110,925)	(110,925)		(110,925)
31 December 2014		220,000 1,711,796	(315,094)	57,225		84,155 1,758,082		(109) 1,757,973
Transfer to consolidated reserves			57,225	(57,225)		–		–
Payment of dividend (note S)			(97,272)			(97,272)		(97,272)
Share based payments( *)			7,240			7,240		7,240
Acquisition/sale of treasury shares			(12,435)			(12,435)		(12,435)
Result for the period				100,451		100,451	(233)	100,218
Profit / (loss) recorded directly in other comprehensive income:
● Actuarial gains and losses on employee benefits			(8,294)			(8,294)		(8,294)
● Related tax			306			306		306
● Movement in fair value of hedging contracts			29,217			29,217		29,217
● Related tax			1,230			1,230		1,230
● Foreign exchange translation differences					(115,066)	(115,066)		(115,066)
31 December 2015		220,000 1,711,796		(337,877) 100,451		(30,911) 1,663,459		(342) 1,663,117

* Of which f3,930,000 is in respect of free shares, f1,311,000 is in respect of share options and f1,999,000 is in respect of free preference shares.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

CONSOLIDATED STATEMENT OF CASH FLOWS

f'000	Note	31 December 2015	31 December 2014
Operating margin (EBITDA) from continuing operations		542,065	509,231
Operating margin (EBITDA) from discontinued operations	D	(5,069)	(11,650)
Exchange adjustment	( *)	(3,187)	6,685
Increase in inventories		18	116
Decrease/(increase) in trade and other receivables		6,614	(20,013)
Increase in trade and other payables		15,339	13,432
Net cash inflow from trading		555,780	497,801
Other operating cash flows		(4,247)	7,052
Taxation paid		(7,235)	(2,440)
Net cash inflow from operating activities		544,298	502,413
Payments to acquire property, plant and equipment		(135,630)	(128,609)
Sale of property, plant and equipment		27,154	56,921
Change in loans and advances		2,240	(4,967)
Net cash outflow from investing activities		(106,236)	(76,655)
Dividend paid		(97,272)	(80,886)
Exercise of stock options		2,878	3,406
Purchase of treasury shares		(13,965)	–
Net payments on liquidity contract		(1,307)	1,256
Cash received from loans		4,087	21,828
Fees paid on loans		(42,220)	(221)
Interest paid on loans		(186,543)	(184,266)
Interest paid on hedging instruments		(67,260)	(64,269)
Scheduled repayment of loans		(39,314)	(35,130)
Interest received on cash and cash equivalents		2,466	2,584
Interest received on other financial assets		6,555	6,434
Net cash outflow from financing activities		(431,895)	(329,264)
Increase in cash in year		6,167	96,494

* The adjustment relates to the restatement of elements of the income statement at the exchange rate ruling at the year end.

MOVEMENT DURING THE YEAR

f'000	Note	2015	2014
Cash and cash equivalents at 1 January		384,723	276,725
Effect of movement in exchange rate		14,930	11,468
Increase in cash in year		6,167	96,494
Increase in interest receivable in year		92	36
Cash and cash equivalents at 31 December	Q.3	405,912	384,723

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

NOTES TO THE FINANCIAL STATEMENTS

Groupe Eurotunnel SE 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 SE'' or ''GET SE'' refers to the holding company which is governed by French law. The term ''Group'' or ''the Eurotunnel Group'' refers to Groupe Eurotunnel SE and all its subsidiaries.

The main activities of the Group are the design, financing, construction and operation of the Fixed Link's infrastructure and transport system in accordance with the terms of the Concession (which will expire in 2086), as well as the rail freight activity. The maritime activity was discontinued in 2015 (see note A.1 below).

A. Important events

A.1 Cessation of the maritime activity

In July 2012, Eurotunnel purchased three ferries (the Berlioz, the Rodin and the Nord Pas-de-Calais) as part of the asset disposal procedure conducted by the French Tribunal de Commerce following the liquidation of SeaFrance, and sub-contracted the operation of the ferries to an independent company, SCOP SeaFrance.

Following the decision by the Competition Appeal Tribunal on 9 January 2015 to uphold the prohibition for the Eurotunnel Group to operate any vessel out of the port of Dover from 9 July 2015, the Group announced its intention to withdraw from its maritime activity and to find a buyer for its three ferries. The decision of the Competition Appeal Tribunal was upheld on 16 December 2015 by the Supreme Court.

During 2015, the process of the Group's withdrawal from its maritime activity was as follows:

• • On 10 June 2015, the Eurotunnel Group reached an agreement with the DFDS group in relation to two of the ferries, the Berlioz and the Rodin. Due to the condition imposed at the time of their purchase in 2012 prohibiting the sale of the ferries for a period of five years, the agreement provides for the rental of the two ferries from the date of their definitive delivery to DFDS, with an option for their subsequent sale. The Eurotunnel Group is studying the possibility of requesting the Paris Tribunal de Commerce to lift the prohibition to sell.
• • On 1st July 2015, MyFerryLink ceased commercial operations following the non-renewal of the contracts between the Eurotunnel Group and SCOP SeaFrance.
• • Having been occupied by staff of the SCOP SeaFrance until the beginning of September, the Rodin and the Berlioz were only handed over to DFDS on 15 September 2015. Since then, the two ferries have been undergoing rehabilitation works and were finally delivered to DFDS on 9 and 11 February 2016 respectively, on which dates their finance leases began.
• • As a result of the decision by the Supreme Court in December 2015, the Group has been forced to definitively cease its maritime activity and has announced its intention to dispose of the Nord Pas-de-Calais.

Taking into account these events, the Group believes that during the second half of 2015, the conditions were met for the application of IFRS 5 ''Non-Current Assets Held for Sale and Discontinued Operations'' to the maritime activity. The activities of the MyFerryLink segment are presented in the financial statements as follows:

• • The ferries Berlioz, Rodin and Nord Pas-de-Calais are treated as assets held for sale and are presented on a separate line of the statement of financial position as at 31 December 2015, with no reclassification of the comparative statement of financial position as at 31 December 2014.
• • The net result of the maritime segment for both the current and the comparative financial years is presented on a single line in the income statement entitled ''Net loss from discontinued operations''.
• • Net cash flows from operating, investment and financing activities arising from these discontinued operations for the current and the comparative financial years are included in the Group's consolidated cash flow statement.

Financial information relating to the MyFerryLink segment is presented in note D below.

A.2 Simplification of the debt structure

On 24 December 2015, the Eurotunnel Group reached an agreement that simplifies the structure of its long term debt by removing two of the three monolines, Ambac and FGIC, as guarantors of the Channel Link Entreprises Finance (CLEF) notes, the structure that securitised the Group's debt that was put in place by the lenders in 2007. The consequences of this operation on the Term Loan are set out in note V.1 below.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The costs incurred, which amount to e123 million, will be offset by a reduction in interest rates of 0.6% on some of the tranches of the debt.

This operation, which has not led to a substantial modification of the conditions of the Term Loan, has been treated in the Group's financial statements at 31 December 2015 as follows:

• • Costs that are directly attributable to the operation have been accounted for as an adjustment to the carrying value of the A tranches of the Term Loan, and will be amortised over the remaining period to maturity of these debts.
• • Consent fees of e17.5 million which are not directly attributable to the modification of tranche A of the Term Loan have been accounted for on the income statement at 31 December 2015 under ''Other financial charges''.
• • The part of the transaction fees paid in 2015 amounted to e42 million, e17.5 million of which were consent fees.

A.3 Migrant impact

In the context of the high concentration of migrants in the Calais area, the Group, with the support of the French and British authorities, has taken and continues to take, the measures necessary to ensure the continuity of its services and the availability of its installations. These measures have incurred substantial capital expenditure and additional security costs for the Fixed Link segment during the 2015 financial year. The resources involved are either supplied directly by the governments themselves, or are financed by the Eurotunnel Group and partly reimbursed by the governments. The net impact on operating costs for the 2015 financial year is e7 million.

The Group has also submitted a claim to the two governments, via the Intergovernmental Commission, relating to revenue lost as a result of the disruptions caused by the intrusions by the migrants during the year. No revenue has been accounted for this during the 2015 financial year.

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 2015. 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 17 February 2016, 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 SE 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.

The interpretation IFRIC 21 ''Levies imposed by governments'' published by the IASB and adopted by the European Union became applicable to the Group on 1 January 2015. This interpretation states that the liability for this tax category must be recorded according to the event giving rise to the obligation to pay the tax as provided by law.

The main texts which may be applicable to the Group that have been published by the IASB but are not yet in force (not adopted by the European Union) are:

• • IFRS 9 ''Financial Instruments: Classification and measurement of financial assets and liabilities'' for accounting periods commencing on or after 1 January 2018.
• • IFRS 15 ''Revenue from Contracts with Customers'' for accounting periods commencing on or after 1 January 2017 or 1 January 2018.
• • Amendments to IAS 1 ''Presentation of Financial Statements'', IFRS 11 ''Joint Arrangements'' (amendment relating to the acquisition of an interest in a joint operation), IFRS 10 ''Consolidated Financial Statements'' and IAS 28 ''Investments in Associates and Joint Ventures'' (amendment relating to the sale or contribution of assets between the Group and its equityaccounted companies), IAS 16 ''Property, Plant and Equipment'', IAS 38 ''Intangible Assets'' (amendment relating to the clarification of methods of depreciation) and IAS 19 ''Employee Benefits'' (amendment relating to the contribution by staff to defined contribution plans), for accounting periods commencing on or after 1 January 2016.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The potential effects of these standards, interpretations and amendments are being examined. No other standards, interpretations and amendments to existing standards are applicable to the Group.

i. Exchange rates

GET SE'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 e/£ exchange rates for 2015 and 2014 are as follows:

g/£	2015	2014
Closing rate	1.362	1.284
Average rate	1.375	1.258

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 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 an extension to 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

iii. Assets and liabilities held for sale and discontinued operations

IFRS 5 ''Non-Current Assets Held for Sale and Discontinued Operations'' sets out the accounting treatment applicable to assets held for sale and presentation and disclosure requirements for discontinued operations.

a) Assets held for sale

Non-current assets held for sale are presented on a separate line of the statement of financial position when (i) the Group has made a decision to sell the asset(s) concerned and (ii) the sale is considered to be highly probable. These assets are measured at the lower of their net carrying amount and their fair value less costs to sell.

Property, plant and equipment classified as ''Assets held for sale'' are no longer subject to impairment and depreciation is stopped at the date of application of IFRS 5.

b) Discontinued operations

A discontinued operation is a component of an entity that the Group has decided to dispose of, either by terminating or selling the activity and which represents a separate sector of activity and is part of a single co-ordinated disposal plan.

When these criteria are met, the results of discontinued operations are presented on a separate line in the consolidated income statement for each period. The Group assesses whether a discontinued operation represents a separate sector of activity mainly on the basis of its relative contribution to the Group's consolidated financial statements.

Discontinued operations (including non-current assets, current assets and the related liabilities classified as held for sale) are measured as a whole at the lower of their carrying amount and fair value less costs to sell.

Costs specifically incurred in the context of the cessation of the activity are presented in the income statement within the ''Net result from discontinued operations''.

iv. Intangible assets relating to commercial contracts

Intangible assets are depreciated on a straight line basis over the estimated life of the commercial contracts.

v. 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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The calculation for depreciation of the ferries took 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.

vi. 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.

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.

vii. 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.

viii. 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.

ix. 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

A substantial change in the terms of all or part of an existing financial liability is accounted for as an extinguishment of the original liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, differs by at least 10% of the discounted present value of the remaining cash flows of the original financial liability. If a modification of terms is accounted for as an extinguishment, any costs or unamortised fees are recognised in the income statement on the extinguishment. If the modification is not accounted for as an extinguishment of debt, all costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.

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.

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.

x. 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.

xi. Treasury shares

GET SE 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.

xii. 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.

xiii. 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 activity, they are accounted for in ''deferred income''.

xiv. 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).

xv. 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

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 Autorite´ 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 SE comprises the following companies at 31 December 2014 and 31 December 2015:

	Country of registration or		Consolidation	31 December 2015			31 December 2014
	incorporation	method	% interest	% control	% interest	% control
Fixed Link segment
Groupe Eurotunnel SE (GET SE) France Manche SA (FM, the French	France	FC			Holding company
Concessionaire) The Channel Tunnel Group Limited (CTG,	France	FC	100	100	100	100
the British Concessionaire) Centre International de Formation Ferroviaire de la C ote d'Opale SAS ˆ	England	FC	100	100	100	100
(CIFFCO)	France	FC	100	100	100	100
Cheriton Resources 14 Limited	England	FC	100	100	100	100
ElecLink Limited	England	EM	49	49	49	49
Euro-Immo GET SAS	France	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
Eurotunnel Management Services Limited	England	FC	100	100	100	100
Eurotunnel SE	Belgium	FC	100	100	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
GET Elec Limited Soci et ´ e Immobili ´ ere et Fonci ere	England	FC	100	100	100	100
Eurotunnel SAS	France	FC	100	100	100	100
Europorte segment
Bourgogne Fret Services SAS	France	FC	63	100	63	100
Europorte Channel SAS	France	FC	100	100	100	100
Europorte France SAS	France	FC	100	100	100	100
Europorte Proximit e SAS ´	France	FC	100	100	100	100
Europorte SAS	France	FC	100	100	100	100
Eurosco SAS	France	FC	100	100	100	100
GB Railfreight Limited	England	FC	100	100	100	100
JP Serwices SAS	France	FC	63	100	63	100
Socorail SAS	France	FC	100	100	100	100

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

	Country of registration or	Consolidation	31 December 2015		31 December 2014
	incorporation	method	% interest	% control	% interest	% control
MyFerryLink segment presented as a discontinued operation
Euro-TransManche 3 BE SAS Euro-TransManche 3 NPC SAS Euro-TransManche 3 SAS Euro-TransManche Holding SAS Euro-TransManche SAS MyFerryLink SAS	France France France France France France	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
Companies with no significant activity during 2015
Cheriton Leasing Limited, Cheriton Resources 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16 Limited Eurotunnel Developments Limited (EDL) Eurotunnel Finance Limited (EFL) Eurotunnel Trustees Limited (ETRL) EurotunnelPlus Limited EurotunnelPlus GmbH Le Shuttle Limited London Carex Limited	England England England England England Germany England England	FC 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	100 100 100 100 100 100 100 100
MyFerryLink Limited Orbital Park Limited (OPL)	England England	FC FC	100 100	100 100	100 100	100 100

All the companies listed above are fully consolidated (FC) at 31 December 2015 except ElecLink Limited which is 49%-owned by GET Elec Limited (subsidiary of Groupe Eurotunnel SE) and is accounted for under the equity method (EM).

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. Assets held for sale and discontinued operations

As mentioned in note A.1 above, the Eurotunnel Group believes that the conditions were met during the second half of 2015 for the application of IFRS 5 ''Non-Current Assets Held for Sale and Discontinued Operations'' to its maritime activity.

D.1 Income statement for discontinued operations

f'000	31 December 2015	31 December 2014
Revenue	52,398	92,848
Operating costs	(55,936)	(103,560)
Employee benefits expense	(1,531)	(938)
Operating margin (EBITDA)	(5,069)	(11,650)
Depreciation	(3,621)	(4,786)
Trading loss	(8,690)	(16,436)
Other operating expenses	(1,481)	(1)
Operating loss	(10,171)	(16,437)
Other financial income and (charges)	110	(4)
Pre-tax loss	(10,061)	(16,441)
Income tax expense	2,583	4,121
Net loss from discontinued operations	(7,478)	(12,320)

Other operating expenses consist of costs related to the termination of the maritime activity mainly in respect of commitments made in the agreement which enabled the restitution of the ferries.

Transactions between the MyFerryLink segment and other Group entities have been eliminated in accordance with IFRS 5. These transactions, totalling e2 million in 2015 and e3 million in 2014, relate mainly to management charges and interest charges on intercompany loans.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Depreciation on the non-current assets categorised at ''Assets held for sale'' was stopped on the date of application of IFRS 5, in September 2015 for the Berlioz and the Rodin and in December 2015 for the Nord Pas-de-Calais.

D.2 Cash flow statement for discontinued operations

f'000	31 December 2015	31 December 2014
Net cash flow from operating activities	3,300	(13,749)
Net cash flow from investing activities	(1,168)	(763)
Net cash flow from financing activities	–	–
Increase/(decrease) in cash in year	2,132	(14,512)

Net cash flow from operating activities in 2015 reflects the termination of the activity at the end of June and includes the recovery of debts in the second half of the year.

D.3 Assets held for sale

The non-current assets of discontinued operations are presented at their carrying amount on the statement of financial position, which at 31 December 2015, amounted to e64,675,000.

The recoverable amount of the Berlioz and the Rodin, as confirmed by the agreement with DFDS, remains above their net carrying amount.

E. Segment information

In 2015, the Group was organised around the following three activities, which corresponded 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 was the lease of ferries and the commercialisation of cross-Channel transport services. The ferries were rented to SCOP SeaFrance, an operating company outside the Eurotunnel Group, until the beginning of July 2015. As at 31 December 2015, this activity is treated as a discontinued operation in application of IFRS 5 as indicated in notes A.1 and D above.

			Total of continuing	Discountinued operations:
f'000	Fixed Link	Europorte	operations	MyFerryLink	Total
At 31 December 2015
Revenue	915,421	306,591	1,222,012	–	1,222,012
EBITDA	522,665	19,400	542,065	–	542,065
Trading profit/(loss)	383,898	6,352	390,250	–	390,250
Pre-tax result of continuing operations	114,124	1,072	115,196	–	115,196
Net consolidated result	–	–	107,696	(7,478)	100,218
Investment in property, plant and equipment	76,615	( *) 62,108	138,723	1,265	139,988
Property, plant and equipment (intangible and tangible)	6,168,458	207,497	6,375,955	5	6,375,960
External financial liabilities	4,017,293	46,962	4,064,255	–	4,064,255
At 31 December 2014( **)
Revenue	847,387	266,478	1,113,865	–	1,113,865
EBITDA	492,791	16,440	509,231	–	509,231
Trading profit/(loss)	342,905	5,193	348,098	–	348,098
Pre-tax result of continuing operations	59,475	13,201	72,676	–	72,676
Net consolidated result	–	–	69,431	(12,320)	57,111
Investment in property, plant and equipment	48,184	( *) 92,101	140,285	345	140,630
Property, plant and equipment (intangible and tangible)	6,230,910	179,446	6,410,356	67,640	6,477,996
External financial liabilities	4,040,092	43,724	4,083,816	–	4,083,816

* Of which f25 million was the subject of a sale and lease back operation (2014: f56 million). See note O.2 below.

** Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Geographical information

The activities of the Fixed Link are mainly those of the transport of freight, vehicles and passengers between France and the United Kingdom.

In 2015, approximately 40% of the Europorte segment's revenues were generated in France and 60% in the United Kingdom.

F. Revenue

Revenue is analysed as follows:

f'000	2015	( *) 2014
Shuttle Services	579,676	526,803
Railway Network	319,570	305,395
Other revenues	16,175	15,189
Sub-total Fixed Link	915,421	847,387
Europorte	306,591	266,478
Total	1,222,012	1,113,865

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

G. Employee numbers and employee benefits expense

	2015	( ***) 2014
Number of persons employed at year end( *)	4,002	3,946
Average number of persons employed( *)	4,195	3,880
Employee benefits expense (in e'000)( **)	286,807	253,101

* Including board directors.

** Including employment costs and directors' remuneration (10 non-executive directors at 31 December 2015 and at 31 December 2014).

*** Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

In 2015, employee benefits expense include charges of e7,477,000 (2014: e5,291,000) relating to share options, free shares and preference 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 SE board of directors who served during 2015 was e1.7 million (2014: e1.6 million) before pension contributions. This remuneration, which includes attendance fees payable to members of the board of directors for a total of e0.7 million (2014: e0.6 million) 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 2014 and 2015, is given in the table below. There were 7 members of the Executive Committee (excluding board directors) at 31 December 2015 (7 at 31 December 2014), 2 of whom were members of a UK pension scheme which is described in note U below.

f'000	2015	2014
Current employment benefits	2,218	2,011
Post-employment benefits	84	68
Other long term benefits	–	–
Payments in respect of termination of service	–	–
Cost of share-based payments	1,673	1,291
Total	3,975	3,370

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

I. Other operating income and (expenses)

f'000	2015	2014
Severance payment on property contract	–	9,111
Net profit on disposal or write-off of assets	2,055	–
Other	926	1,180
Sub-total other operating income	2,981	10,291
Net loss on disposal or write-off of assets	–	(1,029)
Other operating expenses	(6,232)	(6,797)
Sub-total other operating expenses	(6,232)	(7,826)
Total	(3,251)	2,465

Other operating expenses relate mainly to provision for risk and legal and advisory costs.

J. Net finance costs

f'000	2015	( *) 2014
Finance income	2,604	2,553
Total finance income	2,604	2,553
Interest on loans before hedging	(187,353)	(182,032)
Adjustments relating to hedging instruments	(67,638)	(63,676)
Effective rate adjustment	(1,360)	(1,149)
Sub-total	(256,351)	(246,857)
Inflation indexation of the nominal	(9,266)	(28,195)
Total finance costs after hedging	(265,617)	(275,052)
Total net finance costs after hedging	(263,013)	(272,499)

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

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 tranche A 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)

f'000	2015	( **) 2014
Unrealised exchange gains( *)	18,475	13,179
Other exchange gains	4,487	2,954
Interest received on floating rate notes	6,950	6,895
Other	136	244
Other financial income	30,048	23,272
Unrealised exchange losses( *)	(16,783)	(26,089)
Other exchange losses	(3,231)	(1,981)
Fees relating to financial operations	(17,500)	–
Other	(9)	(11)
Other financial charges	(37,523)	(28,081)
Total	(7,475)	(4,809)
Of which net unrealised exchange gains/(losses)	1,692	(12,910)

* Mainly arising from the re-evaluation of intra-group debtors and creditors.

** Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Fees relating to financial operations were in respect of consent fees paid as part of the operation to simplify the structure of the Group's debt (see note A.2 above).

L. Income tax expense

L.1 Effect on the income statement

i. Tax provisions of the Concession Agreement and other provisions

The Concession 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

f'000	2015	( *) 2014
Current tax:
Income tax	(11,732)	(5,986)
Tax on dividends	(2,918)	(2,427)
Total current tax	(14,650)	(8,413)
Deferred tax	7,150	5,168
Total	(7,500)	(3,245)

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

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.

iii. Reconciliation between the effective tax rate and the applicable tax rate

f'000	2015	( *) 2014
Result before tax	115,196	76,272
Theoretical tax charge	38.00% (43,774)	38.00% (27,617)
Impact of tax rates in foreign jurisdictions	10,010	6,873
Share of ElecLink's result which is not taxed	(263)	(116)
Effect of permanent differences	(10,114)	(15,282)
Tax loss for the year for entities not fiscally integrated	–	(134)
Activation of previously unrecognised fiscal deficits	39,559	35,439
Tax on dividends and other	(2,918)	(2,408)
Income tax	(7,500)	(3,245)

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

The French tax group being fiscally profitable at 31 December 2015, the proof of tax has been prepared for the 2015 financial year on the basis of the tax rate in force, including additional contributions, of 38.00%. However, the main reversals of temporary differences being planned beyond the period of additional contributions, the deferred tax calculation for the French tax group was made on the basis of 34.43%.

For the British tax group, in view of its not being fiscally profitable at 31 December 2015, at 31 December 2014 and for the years 2016, 2017 and 2018 on the basis of the Group's estimates, deferred tax was calculated on the basis of the tax rate of 18% corresponding to the rate applicable from 1st April 2020.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

L.2 Effect on the statement of financial position

i. Deferred tax

	At	At	2015 Impact on:
f'000	31 December 2014 published	31 December 2014 recalculated	income statement	other comprehensive income	At 31 December 2015
Tax effects of temporary differences related to:
Property, plant and equipment	285,948	270,710	(2,862)	–	267,848
Deferred taxation of restructuring profit	(469,856)	(469,856)	–	–	(469,856)
Hedging contracts	50,314	50,314	–	1,230	51,544
Other	(995)	(807)	351	306	(150)
Tax losses	275,348	290,450	9,661	–	300,111
Net tax assets/(liabilities)	140,759	140,811	7,150	1,536	149,497

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 restructuring

The financial restructuring in 2007 gave rise to profit in the consolidated accounts of e3,323 million. At 31 December 2015, the taxation of e1,364 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 SE, which in turn is subordinated to the Term Loan which matures in 2050.

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 e300 million at 31 December 2015 (e51 million for the French tax group and e249 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 on the British tax group.

Other temporary differences, notably those relating to deferred tax assets on hedging contracts and retirement liabilities, are recognised on a three-year horizon.

ii. Unrecognised deferred tax assets and liabilities

	31 December 2015
		Base		Unrecognised
f'000	Total	Recognised	Unrecognised	tax
Deductible temporary differences	3,417,184	2,361,816	1,055,368	276,946
Tax losses	6,549,781	1,532,035	5,017,746	1,351,866
Total assets	9,966,965	3,893,851	6,073,114	1,628,812
Temporary differences	3,410,015	3,410,015	–	–
Total liabilities	3,410,015	3,410,015	–	–
Net total	6,556,950	483,836	6,073,114	1,628,812

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 losses

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 SE is the parent company of the consolidated tax group which it forms with all the Group's French subsidiaries.

At 31 December 2015, the cumulative tax losses of the tax group which can be carried forward indefinitely amount to e2,878 million (31 December 2014: e2,927 million), consisting essentially of:

• • cumulative tax losses which can be carried forward indefinitely of e885 million generated by the GET SE consolidated tax group since 1 January 2008 and chargeable to the taxable profits of the members of this group (31 December 2014: e910 million); and
• • cumulative tax losses which can be carried forward indefinitely of e1,962 million (31 December 2014: e1,986 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 Immobili ere 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 e952 million (on a base of e2,698 million).

British carried forward tax losses

In England, the tax losses may be carried forward indefinitely.

At 31 December 2015, the tax losses carried forward for the British companies amounted to £2,694 million (31 December 2014: £2,694 million).

Potential unrecognised tax assets in respect of the carried forward tax losses of the British tax group amount to e412 million (on a base of e2,287 million).

M. Earnings per share

M.1 Number of shares

	2015	2014
Weighted average number:
– of issued ordinary shares	550,000,000	550,000,000
– of treasury shares	(9,921,815)	(10,829,727)
Number of shares used to calculate the result per share (A)	540,078,185	539,170,273
– effect of share options i	886,921	753,964
– effect of free shares ii	1,340,691	1,037,933
– effect of preference shares iii	2,498,611	524,829
Potential number of ordinary shares (B)	4,726,223	2,316,726
Number of shares used to calculate the diluted result per share (A+B)	544,804,408	541,486,999

The calculations were made on the following bases:

• (i) on the assumption of the exercise of all the options issued and still in issue at 31 December 2015. The exercise of these options is conditional on the criteria described in note T.1 below;
• (ii) on the assumption of the acquisition of all the free shares allocated to staff. 207,400 of the free shares issued to staff in 2011 were acquired by them during the period. Details of free shares are given in note T.2 below; and
• (iii) on the assumption of the acquisition of all the preference shares allocated to staff and still in issue at 31 December 2015. Conversion of these preference shares is subject to achieving certain targets and remaining in the Group's employment as described in note T.3 below.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

M.2 Earnings per share

	2015	( *) 2014
Group share: profit/(loss)
Net result (e'000) (C)	100,451	57,225
Basic earnings per share (g) (C/A)	0.19	0.11
Diluted earnings per share (g) (C/(A+B))	0.18	0.11
Continuing operations: profit/(loss)
Net result (e'000) (D)	107,696	69,431
Basic earnings per share (g) (D/A)	0.20	0.13
Diluted earnings per share (g) (D/(A+B))	0.20	0.13
Discontinued operations: profit/(loss)
Net result (e'000) (E)	(7,478)	(12,320)
Basic earnings per share (g) (E/A)	(0.01)	(0.02)
Diluted earnings per share (g) (E/(A+B))	(0.01)	(0.02)

* Figures restated in application of IFRS 5 following the cessation of the MyFerryLink segment's activities (see note D above).

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.

In other operating charges at 31 December 2015, the Group accounted for additional depreciation of e1,727,000 following the non-renewal of one of these contracts.

f'000	2015	2014
Cost
At 1 January	14,685	13,720
Exchange difference	899	965
At 31 December	15,584	14,685
Depreciation
At 1 January	5,348	3,906
Annual charge	1,250	1,144
Additional charge	1,727	–
Exchange difference	301	298
At 31 December	8,626	5,348
Net book value
At 1 January	9,337	9,814
At 31 December	6,958	9,337

N.2 Goodwill

The goodwill of e19,308,000 at 31 December 2015 is attached to the CGU represented by the company GBRf.

The Group performed a test of value in use of this CGU at 31 December 2015. On the basis of a discount rate of 9.77% (31 December 2014: 9.5%) and a 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 growth rate) of plus or minus 1%. This analysis did not reveal a likely scenario which could lead to an impairment of goodwill.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

	Assets in course of		Terminals and related	Fixed equipment	Rolling	Office
f'000	construction	Tunnels	land	and machinery	stock	equipment	Total
Cost:
At 1 January 2015	69,597	6,549,501	2,071,925	3,258,580	2,018,928	107,649	14,076,180
Additions	49,676	–	8,119	10,196	5,498	2,643	76,132
Transfers	(12,458)	–	3,273	5,040	654	3,491	–
Disposals	–	–	(782)	(18,015)	(168)	(17)	(18,982)
At 31 December 2015	106,815	6,549,501	2,082,535	3,255,801	2,024,912	113,766	14,133,330
Depreciation:
At 1 January 2015	–	3,190,846	1,121,785	2,108,691	1,328,003	97,356	7,846,681
Charged in the year	–	46,811	16,979	33,654	36,967	4,251	138,662
Transfers	–	–	–	–	–	–	–
Disposals	–	–	(460)	(17,999)	(153)	(16)	(18,628)
At 31 December 2015	–	3,237,657	1,138,304	2,124,346	1,364,817	101,591	(*) 7,966,715
Net book value:
At 1 January 2015	69,597	3,358,655	950,140	1,149,889	690,925	10,293	6,229,499
At 31 December 2015	106,815	3,311,844	944,231	1,131,455	660,095	12,175	6,166,615
Cost:
At 1 January 2014	52,970	6,549,501	2,071,725	3,283,923	2,012,800	108,709	14,079,628
Additions	27,773	–	305	11,215	7,552	965	47,810
Transfers	(11,146)	–	(105)	7,530	2,881	840	–
Disposals	–	–	–	(44,088)	(4,305)	(2,865)	(51,258)
At 31 December 2014	69,597	6,549,501	2,071,925	3,258,580	2,018,928	107,649	14,076,180
Depreciation:
At 1 January 2014	–	3,144,036	1,102,344	2,107,347	1,295,865	96,849	7,746,441
Charged in the year	–	46,810	19,443	43,930	36,214	3,408	149,805
Transfers	–	–	(2)	39	–	(37)	–
Disposals	–	–	–	(42,625)	(4,076)	(2,864)	(49,565)
At 31 December 2014	–	3,190,846	1,121,785	2,108,691	1,328,003	97,356	7,846,681
Net book value:
At 1 January 2014	52,970	3,405,465	969,381	1,176,576	716,935	11,860	6,333,187
At 31 December 2014	69,597	3,358,655	950,140	1,149,889	690,925	10,293	6,229,499

* Including f3.065 billion of exceptional depreciation on tangible fixed assets.

At 31 December 2015, 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.

The valuation carried out at 31 December 2015 confirmed that the recoverable value of assets remained higher than their net accounting value on the basis of a discount rate of 6.53% (31 December 2014: 6.77%) 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 1% as well as changes in the exchange rate between sterling and euros of plus or minus e0.10. This analysis did not reveal a likely scenario which could lead to an impairment of Concession assets.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

O.2 Other property, plant and equipment

	Assets in course of	Land, construction, fixtures	Industrial	Rolling		Office
f'000	construction		and fittings equipment	stock		Ferries equipment	Total
Cost:
At 1 January 2015	20,293	4,467	2,571	161,304	78,087	7,100	273,822
Exchange differences	687	281	101	4,015	–	12	5,096
Additions	32,643	517	873	27,469	1,080	1,274	63,856
Transfers	(16,705)	12	5	16,483	12	193	–
Re-categorisation as assets held for sale	(131)	–	(68)	(5)	(79,179)	(38)	(79,421)
Disposals	(2)	(17)	(13)	(27,257)	–	(884)	(28,173)
At 31 December 2015	36,785	5,260	3,469	182,009	–	7,657	235,180
Depreciation:
At 1 January 2015	–	2,350	1,462	32,975	11,046	5,022	52,855
Exchange differences Charged in year	– –	196 588	72 504	1,122 9,985	– 3,169	8 1,166	1,398 15,412
Re-categorisation as assets held
for sale	–	–	(18)	–	(14,215)	(11)	(14,244)
Disposals	–	(3)	(12)	(2,520)	–	(785)	(3,320)
At 31 December 2015	–	3,131	2,008	41,562	–	5,400	52,101
Net book value:
At 1 January 2015	20,293	2,117	1,109	128,329	67,041	2,078	220,967
At 31 December 2015	36,785	2,129	1,461	140,447	–	2,257	183,079
Cost:
At 1 January 2014	17,706	3,835	1,881	127,590	77,254	6,321	234,587
Exchange differences	754	295	85	2,316	–	12	3,462
Additions	7,499	550	605	83,385	345	436	92,820
Transfers	(5,666)	–	–	4,829	488	349	–
Disposals	–	(213)	–	(56,816)	–	(18)	(57,047)
At 31 December 2014	20,293	4,467	2,571	161,304	78,087	7,100	273,822
Depreciation:
At 1 January 2014	–	1,727	1,011	25,363	7,079	3,550	38,730
Exchange differences	–	194	66	989	–	9	1,258
Charged in year	–	584	385	8,600	3,967	1,480	15,016
Disposals	–	(155)	–	(1,977)	–	(17)	(2,149)
At 31 December 2014	–	2,350	1,462	32,975	11,046	5,022	52,855
Net book value:
At 1 January 2014	17,706	2,108	870	102,227	70,175	2,771	195,857
At 31 December 2014	20,293	2,117	1,109	128,329	67,041	2,078	220,967

The net value of property, plant and equipment under finance leases was e8,860,000 at 31 December 2015 (31 December 2014: e4,558,000).

In the context of the termination of MyFerryLink's activity and the situation described in note A.1 above, the maritime assets have been classified as ''Assets held for sale'' in the statement of financial position at 31 December 2015 (see note D above).

At 31 December 2015, 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 2015.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

P. Interests in equity-accounted companies

f'000	31 December 2015	31 December 2014
Equity-accounted company	7,217	3,603
Share of result since acquisition	(3,320)	(1,910)
Total	3,897	1,693

Interests in equity-accounted companies relate to the Group's investment in ElecLink Limited, in which GET SE's subsidiary GET Elec Limited has a 49% shareholding.

Q. Financial assets

Q.1 Other financial assets

f'000	31 December 2015	31 December 2014
Floating rate notes	161,279	156,464
Other	5,752	10,100
Total non-current	167,031	166,564
Accrued interest on floating rate notes	192	174
Total current	192	174

Other financial assets consist mainly of floating rate notes. The Group holds 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 e150 million, related to floating rate notes with a nominal value of e167 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.

The accounting value of the floating rate notes is made up as follows:

f'000	Notes in £	Notes in g	Total
Nominal value	82,544	94,649	177,193
Discount (net of acquisition costs)	(7,255)	(8,659)	(15,914)
Accounting value	75,289	85,990	161,279
Maturity	20/06/2046 -20/06/2050	20/06/2041 -20/06/2050
Interest rate	Libor +3.25%	Euribor +3.25%

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:

f'000	31 December 2015	31 December 2014
Road haulage companies	42,742	51,009
National railways	23,574	21,522
Rail freight sector	62,231	70,136
Other	11,352	9,219
Gross value	139,899	151,886
Allowance for impairment	(10,457)	(6,231)
Net value	129,442	145,655

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

f'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 2015	Gross	99,906	21,136	7,602	11,255
	Allowance for
	impairment	–	–	918	9,539
At 31 December 2014	Gross	112,083	24,524	7,705	7,574
	Allowance for
	impairment	–	–	463	5,768

The age profile of trade receivables at the end of the reporting period is as follows:

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:

f'000	2015	2014
Balance at 1 January	6,231	5,329
Impairment loss recognised	5,086	1,368
Impairment loss recovered	(909)	(523)
Exchange difference	49	57
Balance at 31 December	10,457	6,231

ii. Other receivables

f'000	31 December 2015	31 December 2014
Suppliers	724	1,315
State debtors	32,639	27,456
Prepayments	9,912	7,717
Other	19,607	6,023
Total	62,882	42,511

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 2014 and 31 December 2015, none of these investments were unavailable for more than 3 months.

f'000	31 December 2015	31 December 2014
Investments in e	103,009	102,906
Investments in £	256,266	219,283
Sub-total: cash equivalents	359,275	322,189
Cash at bank and in hand	46,637	62,534
Total	405,912	384,723

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. 3 below).

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

During the year, the Group has not changed its policy on the management of capital.

R.2 Share capital

At 31 December 2015, the issued share capital of GET SE amounted to e220,000,000.00 divided into 550,000,000 fully paid-up GET SE ordinary shares with a nominal value of e0.40 each, unchanged compared to 31 December 2014.

R.3 Treasury shares

The movements in the number of own shares held during the year were as follows:

	Share buyback	Liquidity
	programme	contract	Total
At 1 January 2015	10,014,520	100,000	10,114,520
Share buyback programme	1,183,481	–	1,183,481
Shares transferred to staff (free share scheme)	(207,400)	–	(207,400)
Exercise of stock options	(412,800)	–	(412,800)
Transfer to liquidity contract	(500,000)	500,000	–
Net purchase/(sale) under liquidity contract	–	170,000	170,000
At 31 December 2015	10,077,801	770,000	10,847,801

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 29 April 2015 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, 2011, 2013, 2014 and 2015.

As part of the 2015 share buyback programme, GET SE continued with the liquidity contract entered into on 18 May 2010 with Oddo Seydler 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 (Autorit e des march ´ es financiers ´ ) on 1 October 2008, GET SE appointed Oddo Seydler 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 SE's shares and to avoid price differences not justified by market trends. At 31 December 2015, the following means were allocated to the balance of the liquidity contract: 770,000 GET SE Shares and e5,210,388.18 in cash. On the basis of a price of e11.46 per share, this combined amount represented 0.22% of GET SE's capital in issue at 31 December 2015.

S. Changes in equity

Dividend

On 29 April 2015, Groupe Eurotunnel SE's shareholders' general meeting approved the payment of a dividend relating to the financial year ended 31 December 2014, of 18 cents of a euro per share. This dividend was paid on 28 May 2015 for a total of e97 million (before 3% tax on dividends amounting to e3 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 SE 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 e0.40 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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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. Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2010 and 2011 above a predetermined level). The performance conditions were met. Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The performance conditions were 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. Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2011 and 2012 above a predetermined level). The performance conditions were met. Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The market conditions were not 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 conditions were met. Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The market condition for 2012 was not met. The market condition for 2013 was met.	4 years

Information on the share option plans

The number and the average weighted exercise price of the share options are as follows:

	2015			2014
	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	2,164,250	6.66	2,723,750
Granted during the year	–	–	–	–
Renounced during the year	6.33	(9,750)	6.57	(26,000)
Exercised during the year	6.97	(412,800)	6.42	(533,500)
Expired during the year	–	–	–	–
In issue at 31 December	6.66	1,741,700	6.72	2,164,250
Exercisable at 31 December	7.12	729,200	6.42	470,500

Of the 1,741,700 options in issue at 31 December 2015:

• • 265,000 are exercisable, subject to staff remaining as employees of the Group, at a price of e6.42 until July 2020,
• • 464,200 are exercisable, subject to staff remaining as employees of the Group, at a price of e7.52 until July 2021, and
• • 1,012,500 will be exercisable, subject to staff remaining as employees of the Group, at a price of e6.33 between July 2016 and July 2022.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 (e)	2.13	2.69	2.02
Share price on grant date (e)	6.28	7.629	6.046
Exercise price of an option (e)	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%

T.2 Grant of free shares

Following the approval by the general meeting of shareholders on 29 April 2015 of the plan to issue existing free shares, GET SE's board of directors decided on 29 April 2015 to grant a total of 583,500 GET SE Shares (150 shares per employee) to all employees of GET SE 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 and they cannot be sold for a minimum period of four years.

On 30 April 2015, 207,400 free shares issued in 2011 were acquired by employees.

Number of shares	2015	2014
In issue at 1 January	930,420	1,254,090
Granted during the year	583,500	369,100
Renounced during the year	(41,770)	(25,340)
Acquired during the year	(207,400)	(667,430)
Expired during the year	–	–
In issue at 31 December	1,264,750	930,420

The assumptions used to measure the fair value of the free shares were as follows:

Fair value of free shares and assumptions	2015 grant	2014 grant	2012 grant	2011 grant
Fair value of free shares on grant date (e)	13.16	9.28	5.89	6.62
Share price on grant date (e)	14.085	9.68	6.26	7.232
Number of beneficiaries	3,890	3,691	3,556	3,302
Risk-free interest rate (based on government bonds)	0.015%	0.33%	1.05%	2.25%

T.3 Preference shares convertible into ordinary shares (treated as equity instruments)

i. 2014 preference shares (class B shares) convertible into ordinary shares

On 29 April 2014, the general meeting of shareholders authorised the board of directors to grant to executives and senior staff of GET SE and its subsidiaries preference shares (class B shares) with a nominal value of e0.01 each with no voting rights which are convertible into GET SE ordinary shares subject to performance conditions at the end of a four-year period. The total number of preference shares may not give the right to more than 1,500,000 ordinary shares of a nominal value of e0.40 each. Under this scheme, the board of directors approved on 29 April 2014 the grant of 300 preference shares, each convertible at the end of the four-year period into a maximum of 5,000 ordinary shares.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Characteristics and conditions of the 2014 preference share plan

Date of grant /	Number of	shares Conditions for acquiring rights	Vesting
main staff concerned	preference		period
Preference shares granted to key executives and senior staff on 29 April 2014		300 Staff must remain as employees of the Group. Market performance condition: calculated on a tapering scale corresponding to the percentage achievement of a maximum target of an average price of e11.50.	4 years

Information on the 2014 preference share plan

Number of preference shares	2015	2014
In issue at 1 January	300	–
Granted during the period	–	300
Renounced during the period	–	–
Exercised during the period	–	–
Expired during the period	–	–
In issue at 31 December	300	300
Exercisable at 31 December	–	–

Assumptions used for the fair value measurement on the grant date

The fair value on grant date of the rights granted to staff as part of the plan (the 1,500,000 ordinary shares on conversion of the preference shares) was calculated by using the Monte Carlo valuation model. The assumptions used to measure the fair value of the plan on grant date were as follows:

Fair value of shares and assumptions	2014 plan
Fair value on grant date (e)	2.68
Share price on grant date (e)	9.68
Number of beneficiaries	36
Risk-free interest rate (based on government bonds)	0.5831%

ii. 2015 preference shares (class C shares) convertible into ordinary shares

On 29 April 2015, the general meeting of shareholders authorised the board of directors to grant to executives and senior staff of GET SE and its subsidiaries preference shares (class C shares) with a nominal value of e0.01 each with no voting rights which are convertible into GET SE ordinary shares subject to performance conditions at the end of a four-year period. The total number of preference shares may not give the right to more than 1,000,000 ordinary shares of a nominal value of e0.40 each. Under this scheme, the board of directors approved on 29 April 2015 the grant of 2,000 preference shares, each convertible at the end of the four-year period into a maximum of 500 ordinary shares.

Characteristics and conditions of the 2015 preference share plan

Date of grant /	Number of	shares Conditions for acquiring rights	Vesting
main staff concerned	preference		period
Preference shares granted to key executives and senior staff on 29 April 2015		2,000 Staff must remain as employees of the Group. Financial performance condition: 70% based on the Group's long-term economic performance: achievement of consolidated EBITDA targets announced to the market for the 2015, 2016, 2017 and 2018 financial years. Market performance condition: 20% based on the performance of the GET SE share price compared to the DJI index (including dividends) over a period of 4 years. CSR performance condition: 10% based on the performance of the composite CSR index over a period of 4 years.	4 years

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Information on the 2015 preference share plan

Number of shares	2015
In issue at 1 January	–
Granted during the period	2,000
Renounced during the period	(5)
Exercised during the period	–
Expired during the period	–
In issue at the end of the period	1,995
Exercisable at the end of the period	–

Assumptions used for the fair value measurement on the grant date

The fair value on grant date of the rights granted to staff as part of the plan (the 1,000,000 ordinary shares on conversion of the preference shares) was calculated by using the Monte Carlo valuation model. The assumptions used to measure the fair value of the plan on grant date were as follows:

Fair value of shares and assumptions	2015 plan
Fair value on grant date (e)	5.33
Share price on grant date (e)	14.085
Number of beneficiaries	63
Risk-free interest rate (based on government bonds)	0.011%

T.4 Charges to income statement

f'000	31 December 2015	31 December 2014
Stock options	1,392	1,825
Free shares	3,973	2,438
Preference shares convertible into ordinary shares	2,112	1,028
Total	7,477	5,291

U. Retirement benefits

The Group has provided for the following retirement liabilities:

f'000	31 December 2015	31 December 2014
UK: ESL	75,938	61,781
UK: GBRf	13,000	10,521
France	9,363	8,996
Total	98,301	81,298

U.1 UK employee defined benefit obligations

In the UK, GET SE 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:

f'000	ESL		GBRf
31 December	2015	2014	2015	2014
Analysis of plan assets: Return seeking investments:
Equities	177,079	152,859	54,594	47,408
Other	23,883	21,577	–	–
Liability matching investments:
Gilts	51,335	29,639	–	–
Bonds	31,438	51,528	6,724	4,152
Other	(59)	879	369	350
Fair value of plan assets	283,676	256,482	61,687	51,910
Present value of funded obligations	358,876	316,970	83,353	69,447
Present value of net obligations	75,200	60,488	21,666	17,537
Portion of deficit / surplus attributed to members	–	–	(8,666)	(7,016)
Effect of asset ceiling	738	1,293	–	–
Recognised liability for retirement obligations (see below)	75,938	61,781	13,000	10,521

Assumptions

The main assumptions that have been used in the actuarial calculations are as follows:

	ESL		GBRf
	2015	2014	2015	2014
Discount rate	3.8%	3.7%	3.8%	3.7%
Future salary increases	N/A	N/A	3.4%	3.2%
Inflation rate	3.4%	3.2%	3.4%	3.2%
Future pension increases	3.3%	3.1%	2.4%	2.2%

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.

f'000	ESL		GBRf
31 December 2015	Increase	Decrease	Increase	Decrease
Discount rate: +/-1%	(70,032)	92,377	(15,591)	19,496
Inflation: +/-1%	70,850	(63,901)	19,516	(15,878)
Mortality: +/-1 an	10,900	(11,717)	2,740	(2,653)

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 2016 financial year will be e11 million, of which e8 million will be in respect of current service costs for the period and e3 million will be in respect of the recovery of the deficit in the Channel Tunnel Group Pension Fund. The weighted average duration of both the ESL plan and the GBRf 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
f'000	2015	2014	2015	2014
Opening liability at 1 January	316,970	250,296	69,447	46,855
Current service costs	5,361	3,873	4,807	3,185
Interest on obligation	12,456	11,728	2,739	2,252
Contributions received from employees	1,968	1,902	1,804	1,466
Benefits paid and transfers	(5,662)	(3,982)	(789)	1,725
Actuarial gain/(loss) and curtailment	8,577	34,450	1,181	10,260
Exchange rate adjustment	19,206	18,703	4,164	3,704
Closing liability at 31 December	358,876	316,970	83,353	69,447

Movements in the fair value of plan assets

	ESL		GBRf
f'000	2015	2014	2015	2014
Fair value of plan assets at 1 January	256,482	219,399	51,910	38,825
Contributions received from employer	5,672	5,316	2,790	2,264
Contributions received from employees	1,968	1,902	1,804	1,466
Benefits paid and transfers	(5,662)	(3,982)	(789)	1,725
Administration charges	–	–	(128)	(122)
Expected return on plan assets	10,200	10,431	2,124	1,954
Actuarial gain/(loss) on plan assets	(586)	7,452	857	2,843
Exchange rate adjustment	15,602	15,964	3,119	2,955
Fair value of plan assets at 31 December	283,676	256,482	61,687	51,910

Movements in the net liability for retirement obligations recognised in the balance sheet

	ESL		GBRf
f'000	2015	2014	2015	2014
Opening net liability at 1 January	61,781	31,156	10,521	4,818
Company contributions paid	(5,672)	(5,317)	(2,790)	(2,264)
Recognised in the income statement	7,671	5,185	4,443	3,067
Recognised in other comprehensive income	8,470	27,978	198	4,452
Exchange rate adjustment	3,688	2,779	628	448
Closing net liability at 31 December	75,938	61,781	13,000	10,521

Expense recognised in the income statement

	ESL		GBRf
f'000	2015	2014	2015	2014
Current service costs	5,361	3,873	3,997	2,815
Interest on obligation and administration costs	2,310	1,312	446	252
Total	7,671	5,185	4,443	3,067

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Profit/(loss) recognised in other comprehensive income

	ESL		GBRf
f'000	2015	2014	2015	2014
Actuarial profit/(loss) on assets	(586)	7,452	514	1,706
Actuarial profit/(loss) on retirement obligation	(8,577)	(34,450)	(712)	(6,158)
Effect of asset ceiling	693	(980)	–	–
Total	(8,470)	(27,978)	(198)	(4,452)

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 2015 relating to this scheme was e775,000 (2014: e608,000).

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.

f'000	2015	2014
Provision for retirement liabilities at 1 January	8,996	7,215
Current service cost	610	610
Interest on obligation	251	215
Total charge to the income statement in ''employee benefits expense''	861	825
Actuarial losses and (gains)	(440)	1,115
Indemnities paid	(54)	(159)
Provision for retirement liabilities at 31 December	9,363	8,996

Assumptions

Principal actuarial assumptions at the end of the reporting period (expressed as weighted averages) are as follows:

	31 December 2015	31 December 2014
Discount rate	1.89%	1.89%
Future salary increases	1.60%	1.60%
Inflation rate	1.50%	1.50%

V. Financial liabilities

The movements in financial liabilities during the year were as follows:

f'000	31 December 2014 published	31 December 2014 ( *) recalculated	Renegotiation fees	Reclassification	Receipt/ (repayment)	Interest, indexation and fees	31 December 2015
Term Loan (note i
below)	3,998,924	4,126,361	(122,840)	(38,864)		8,368	3,973,025
Other loans (note ii below)	36,301	37,575		(1,853)			35,722
Finance leases
(note iii below)	5,086	5,397		(890)	4,087		8,594
Total non-current
financial liabilities	4,040,311	4,169,333	(122,840)	(41,607)	4,087	8,368	4,017,341
Term Loan	35,649	36,791		38,864	(36,791)		38,864
Other loans	1,928	1,991		1,853	(1,920)		1,924
Finance leases	409	434		890	(602)		722
Accrued interest on
Term Loan	5,519	5,699				(295)	5,404
Total current
financial liabilities	43,505	44,915	–	41,607	(39,313)	(295)	46,914
Total	4,083,816	4,214,248	(122,840)	–	(35,226)	8,073	4,064,255

* The financial liabilities at 31 December 2014 (calculated at the year-end exchange rate of £1 = f1.284) have been recalculated at the exchange rate of 31 December 2015 (£1 = f 1.362) in order to facilitate comparison.

V.1 Description of the loans

i. Term Loan

During its financial restructuring in June 2007, Eurotunnel put in place long-term loans of £1.5 billion and e2 billion (collectively known as the ''Term Loan''). This loan comprised tranches index-linked to inflation (tranche A), fixed rate tranches (tranche B) and variable rate tranches (tranche C) with maturities varying between 2041 and 2050. In August 2007, all the tranches of the loan were purchased by a debt securitisation vehicle created for the purpose by the lenders, Channel Link Entreprises Finance (CLEF). Certain of the notes issued by CLEF as part of this securitisation were guaranteed by three monolines who, in return for their guarantee, received a commission over the life of the loans.

The financial operation concluded on 24 December 2015 led to the withdrawal of two of the three monolines from their roles as guarantors of the CLEF notes. This operation led to changes to the structure of the Term Loan and to certain of its terms:

• • The GBP index-linked tranche totalling £750 million (formerly tranche A1) was divided into three new tranches, tranches A1, A2 and A3 with nominal values of £300 million, £150 million and £300 million respectively.
• • The EUR index-linked tranche totalling e367 million (formerly tranche A2) was divided into three new tranches, tranches A4, A5 and A6 with nominal values of e73 million, e147 million and e147 million respectively.
• • The contractual interest rate of the three new tranches A1, A2, A4 and A5 was reduced by 0.6%.

The fees incurred to the renegotiation of the A tranches as described above totalled e123 million of which e25 million was paid on 24 December 2015, e19 million will be paid in 2016 and e79 million will be paid over the remaining life of the tranche A loans.

As the new conditions of the index-linked tranches of the Term Loan do not constitute a substantial change in their terms, this operation has been accounted for as a renegotiation of the existing loan and the associated costs have been added to the carrying amount of the loan and will be spread over its remaining life.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The Term Loan put in place on 28 June 2007, as modified on 24 December 2015, comprises the following elements at 31 December 2015:

				Effective
In millions	Currency	Amount in currency	Amount in euros( **)	interest rate	Contractual interest rate
( *) Tranche A1	GBP	300	409	7.25%	2.89%
( *) Tranche A2	GBP	150	204	7.25%	2.89%
( *) Tranche A3	GBP	300	409	7.31%	3.49%
( *) Tranche A4	EUR	73	73	5.73%	3.38%
( *) Tranche A5	EUR	147	147	5.73%	3.38%
( *) Tranche A6	EUR	147	147	5.82%	3.98%
Tranche B1	GBP	352	480	6.78%	6.63%
Tranche B2	EUR	589	589	6.34%	6.18%
Tranche C1	GBP	350	477	( ***) 5.63%	LIBOR +3.39%
Tranche C2	EUR	953	953	( ***) 4.96%	EURIBOR +3.39%
Total Term Loan			3,888	6.23%

* Linked to inflation (see notes a) to f) below).

** Nominal amount excluding impact of effective interest rate and inflation indexation and at the exchange rate at 31 December 2015 (£1=f1.362).

*** Excluding hedging. The effective interest rate with hedging of tranches C1 and C2 is 8.80% and 8.44% respectively.

The transaction costs used for the determination of the effective interest rate correspond to the issue costs for the Term Loan in 2007 remaining to be amortised amounting to e58 million at 31 December 2015 and fees for the renegotiation of the A tranches completed in December 2015 amounting to e123 million. These costs mainly relate to financing and to legal and bank fees.

a) Tranche A1

The tranche A1 loan amounts to £300 million, and bears interest at a fixed rate until its maturity, of 2.89%, 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.

b) Tranche A2

The tranche A2 loan amounts to £150 million, and bears interest at a fixed rate until its maturity, of 2.89%, 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.

c) Tranche A3

The tranche A3 loan amounts to £300 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.

d) Tranche A4

The tranche A4 loan amounts to e73 million, and bears interest at a fixed rate until its maturity, of 3.38%, 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.

e) Tranche A5

The tranche A5 loan amounts to e147 million, and bears interest at a fixed rate until its maturity, of 3.38%, 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

f) Tranche A6

The tranche A6 loan amounts to e147 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.

g) 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 fall every six months on 20 June and 20 December of each year. The nominal amount remaining at 31 December 2015 totalled £352 million.

h) Tranche B2

The tranche B2 loan amounts to e645 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 fall every six months on 20 June and 20 December of each year. The nominal amount remaining at 31 December 2015 totalled e589 million.

i) Tranche C1

The tranche C1 loan amounts to £350 million, and bears interest at a floating rate (LIBOR) plus a margin of 3.39% 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.

j) Tranche C2

The tranche C2 loan amounts to e953 million, and bears interest at a floating rate (EURIBOR) plus a margin of 3.39% 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.

Undertakings and prohibitions under the Term Loan

The Term Loan provides for a number of undertakings and prohibitions 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 and to the acquisition by the Eurotunnel Group of new assets;
• • to the granting of loans, guarantees or warranties to 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 relation to the Term Loan, the Eurotunnel Group must respect two financial ratios, only the first of which (see section on ''Event of default and acceleration'' below), if not met, would constitute an event of default. The second ratio is the lower of the ratio of operating cash flow to the total debt service on the Term Loan including the additional margin applied to tranche C of the debt since 2012 and the ratio of operating cash flow to the total debt service on the Term Loan 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. GET SE is required to ensure that at each six-monthly test date since 31 December 2007, this ratio is not less than 1.25. For the purposes of this test, the ratio is calculated. 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 the Term Loan

Clause 7.2 of the credit agreements provide for voluntary prepayments to be made on the Term Loan for a minimum amount of £5 million or e7.5 million, without penalties but subject to the payment of certain market standard prepayment premia.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 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 (A) FM assigns the receivables held by it under the Concession Agreement and the Railways Usage Contract as well as the trade receivables held by it against the freight transporters and coach operators, its insurance receivables and the intercompany receivables held by it against French companies of the Eurotunnel Group, (B) CTG assigns the same categories of receivables as FM with the exception of trade receivables owed by the freight transporters and coach operators and (C) other members of the Eurotunnel Group qualifying as guarantors assign their insurance receivables and intercompany receivables held against French companies of the Eurotunnel Group;
• (ii) unregistered mortgages over FM's main real estate assets that are not the subject of short- or medium-term development projects;
• (iii) a registered pledge over FM's rolling stock;
• (iv) a pledge on all bank and investment accounts open in France under the name of any borrower or guarantor of the Term Loan;
• (v) a pledge on shares in the Eurotunnel Group members held by the borrowers or guarantors of the Term Loan;
• (vi) a pledge on the main Eurotunnel trademarks; and
• (vii) a pledge on receivables held by FM under certain pieces of land comprised in the ''ZAC 1'' and which is the subject of long term construction leases (baux a construction ` ).

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 SE 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;

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

• • 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 SE);
• • 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 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 SE;
• • 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.

The debt service cover ratio and the synthetic service cover ratio for Groupe Eurotunnel SE at 31 December 2015 were 1.83 and 1.64 respectively, and thus the financial covenants for the period were respected.

ii. Other loans

''Other loans'' amounting to e37.6 million at 31 December 2015 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.
• • A bank loan drawn by GB Railfreight Ltd in 2014 in order to finance the purchase of locomotives. This loan bears interest at a fixed rate of 4.241% and is repayable over a period of seven years.

iii. Finance leases

''Finance leases'' amounting to e9.3 million at 31 December 2015 in the above table represent finance lease contracts entered into by GB Railfreight Ltd in 2012 and 2015 in order to finance the purchase and re-engineering of locomotives. They are repayable over 10 to 15 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 e953 million and £350 million.

These derivatives generated a charge of e68 million in 2015 which was accounted for in the income statement (2014: charge of e63 million).

In accordance with IAS 39, these derivatives have been measured at their fair value on the balance sheet:

	Market value of hedging contracts
f'000	31 December 2015	31 December 2014	( *) Changes in market value
Contracts in euros	Liability of 811,799	Liability of 869,535	(57,736)
Contracts in sterling	Liability of 358,443	Liability of 329,924	28,519
Total	Liability of 1,170,242	Liability of 1,199,459	(29,217)

* 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,

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

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 2015

			Carrying amount							Fair value
f'000 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				167,223			167,223	n/a	n/a	n/a	n/a
Trade receivables	Q.2i			129,442			129,442	n/a	n/a	n/a	n/a
Cash and cash equivalents	Q.3	405,912					405,912	405,912			405,912
Financial liabilities measured at fair value
Interest rate derivatives					1,170,242		1,170,242		1,170,242		1,170,242
Financial liabilities not measured at fair value
Financial liabilities	V					4,064,255	4,064,255				5,189,000 5,189,000
Other financial liabilities	V					96,530	96,530	n/a	n/a	n/a	n/a
Trade payables	Z					222,727	222,727	n/a	n/a	n/a	n/a

On 28 June 2007, Eurotunnel took out the Term Loan for £1.5 billion and e2 billion with a spread of 139 basis points. On 28 June 2012, the margin on the C1 and C2 tranches of the Term Loan changed to 339 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 three 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 e5,189 million compared to a carrying value at 31 December 2015 of e4,017 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 e630 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

At 31 December 2014

			Carrying amount							Fair value
f'000 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				166,738			166,738	n/a	n/a	n/a	n/a
Trade receivables	Q.2i			145,655			145,655	n/a	n/a	n/a	n/a
Cash and cash equivalents	Q.3	384,723					384,723	384,723			384,723
Financial liabilities measured at fair value
Interest rate derivatives					1,199,459		1,199,459		1,199,459		1,199,459
Financial liabilities not measured at fair value
Financial liabilities	V						4,083,816 4,083,816				5,400,000 5,400,000
Trade payables	Z					199,635	199,635	n/a	n/a	n/a	n/a

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 £1.452 billion and in euros for a total of e1.909 billion at 31 December 2015. 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 2015 is e22 million; a 10% change in the euro/sterling parity would result in unrealised exchange gains or losses of approximately e2 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 SE 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 2015, 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.

		2015				( *)	2014
f million Variation in exchange rate	Rate	Published	+10%	�10%	Rate	Published	+10%	�10%
Revenue	1.375	1,222	1,287	1,157	1.258	1,114	1,172	1,056
Operating margin (EBITDA)	1.375	542	577	507	1.258	509	542	477
Pre-tax profit from continuing
operations	1.375	115	137	93	1.258	73	91	54
Equity	1.362	1,663	1,454	1,872	1.284	1,758	1,556	1,943

* Restated following the application of IFRS 5 as a result of the cessation of the MyFerryLink segment's activities as set out in note D above.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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:

At 31 December 2015

			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 GBP bank loans:
Tranche A1 to A3 – GBP( *)	861	(2,442)	(30)	(204)	(322)	(940)	(946)	–
Tranche B1 – GBP	347	(921)	(39)	(101)	(117)	(231)	(406)	(27)
Tranche C1 – GBP( **)	345	(999)	(18)	(82)	(102)	(202)	(191)	(404)
Total in GBP	1,553	(4,362)	(87)	(387)	(541)	(1,373)	(1,543)	(431)
Fixed Link: guaranteed EUR bank loans:
Tranche A4 to A6 – EUR( *)	380	(797)	(15)	(92)	(134)	(344)	(212)	–
Tranche B2 – EUR	583	(1,151)	(54)	(190)	(232)	(460)	(215)	–
Tranche C2 – EUR( **)	939	(2,444)	(33)	(158)	(249)	(532)	(894)	(578)
Total in EUR	1,902	(4,392)	(102)	(440)	(615)	(1,336)	(1,321)	(578)
Total Fixed Link bank loans (expressed in EUR)	4,017	(10,335)	(220)	(967)	(1,351)	(3,207)	(3,423)	(1,167)
Europorte bank loans:
In GBP	23	(30)	(2)	(11)	(15)	(2)	–	–
In EUR	15	(18)	(2)	(16)	–	–	–	–
Total Europorte bank loans (expressed in EUR)	47	(58)	(5)	(30)	(20)	(3)	–	–
Total bank loans (expressed in EUR)	4,064	(10,392)	(225)	(997)	(1,371)	(3,209)	(3,423)	(1,167)
DERIVATIVE FINANCIAL LIABILITIES
GBP interest rate swaps used for hedging	263	(356)	(13)	(48)	(50)	(101)	(112)	(32)
EUR interest rate swaps used for hedging	812	(944)	(47)	(165)	(150)	(266)	(274)	(42)
Total swaps (expressed in EUR)	1,170	(1,430)	(65)	(232)	(218)	(403)	(427)	(85)
OTHER FINANCIAL LIABILITIES
Renegotiation fees in GBP	60	(60)	(8)	(19)	(9)	(19)	(5)	–
Renegotiation fees in EUR	15	(15)	(8)	(5)	(1)	(1)	–	–
Total renegotiation fees (expressed in EUR)	97	(97)	(19)	(31)	(13)	(26)	(8)	–
Net cash flow after hedging (expressed in EUR)	5,331	(11,919)	(310)	(1,259)	(1,603)	(3,637)	(3,857)	(1,253)
SUPPLIERS AND OTHER CREDITORS
In GBP	49	(49)	–	–	–	–	–	–
In EUR	155	(155)	–	–	–	–	–	–

* Tranches A1 to A6 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 forecast long-term interest rates.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

At 31 December 2014

			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 GBP bank loans:
Tranche A1 – GBP( *)	930	(2,704)	(34)	(203)	(351)	(989)	(1,127)	–
Tranche B1 – GBP	361	(960)	(39)	(117)	(117)	(231)	(364)	(92)
Tranche C1 – GBP ( **)	344	(996)	(15)	(78)	(89)	(191)	(196)	(427)
Total in GBP	1,635	(4,660)	(88)	(398)	(557)	(1,411)	(1,687)	(519)
Fixed Link: guaranteed EUR bank loans:
Tranche A2 – EUR( *)	399	(933)	(16)	(91)	(148)	(384)	(294)	–
Tranche B2 – EUR	598	(1,206)	(55)	(198)	(232)	(461)	(260)	–
Tranche C2 – EUR( **)	938	(2,616)	(33)	(144)	(217)	(587)	(909)	(726)
Total in EUR	1,935	(4,755)	(104)	(433)	(597)	(1,432)	(1,463)	(726)
Total Fixed Link bank loans (expressed in EUR)	4,035	(10,737)	(217)	(944)	(1,311)	(3,243)	(3,629)	(1,393)
Europorte bank loans:
In GBP	21	(30)	(3)	(12)	(15)	–	–	–
In EUR	17	(19)	(2)	(17)	–	–	–	–
Total Europorte bank loans (expressed in EUR)	44	(57)	(5)	(33)	(19)	–	–	–
Total bank loans (expressed in EUR)	4,079	(10,794)	(222)	(977)	(1,330)	(3,243)	(3,629)	(1,393)
DERIVATIVE FINANCIAL LIABILITIES
GBP interest rate swaps used for hedging	257	(365)	(15)	(43)	(62)	(99)	(105)	(41)
EUR interest rate swaps used for hedging	870	(833)	(46)	(173)	(179)	(203)	(189)	(43)
Total swaps (expressed in EUR)	1,199	(1,301)	(65)	(227)	(258)	(330)	(325)	(96)
Net cash flow after hedging (expressed in EUR)	5,278	(12,095)	(287)	(1,204)	(1,588)	(3,573)	(3,954)	(1,489)
SUPPLIERS AND OTHER CREDITORS
In GBP	49	(49)	(49)	–	–	–	–	–
In EUR	137	(137)	(137)	–	–	–	–	–

* 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 forecast long-term interest rates.

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 e75 million, and (ii) a structurally subordinated additional credit line of up to £225 million (or equivalent in euros).

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, the A tranches 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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

An increase of 1% in rates would lead to a change in the portion accounted for in equity relating to the derivative instruments of e368 million. A decrease of 1% in rates would lead to a change in the portion accounted for in equity relating to the derivative instruments of e348 million.

The notes in other financial assets carry a variable rate of interest and a change of +/-1% in rate would lead to a change in financial income on the income statement of +/-e1.8 million.

X.4 Inflation risk

The inflation risk relates to the interest and the repayments of principal on the indexed tranches (A1 to A6) denominated in pounds and euros. By way of example, a variation of 1% in the inflation rate would have an impact of e17 million on the amount of the principal of these 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 2015.
• • Passenger Shuttle 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 e120 million per fund or SICAV in euros. Investments in short term deposits or certificates of deposit should not exceed £75 million or e100 million with any one bank group.

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:

f'000	31 December 2015	31 December 2014
Financial assets	161,279	156,464
Trade receivables	129,442	145,655
Cash and cash equivalents	405,912	384,723
Total	696,633	686,842

Financial assets included the floating rate notes (see note Q.1 above).

Y. Provisions

f'000	1 January 2015	Charge to income statement	Release of unspent provisions	Provisions utilised	Exchange difference	31 December 2015
Provisions	1,845	6,850	(250)	(180)	–	8,265

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Z. Trade and other payables

f'000	31 December 2015	31 December 2014
Trade cash advances	1,662	1,571
Trade creditors and accruals	109,043	99,616
Taxation, social security and staff	75,902	71,244
Property, plant and equipment creditors and accruals	36,120	27,204
Trade payables (current)	222,727	199,635
Deferred income( *)	35,008	34,300
Other	4,583	5,280
Other payables (current)	39,591	39,580
Total	262,318	239,215

* Deferred income is mainly composed of tickets issued but not yet used.

AA. Commitments and contingent liabilities

GET SE, 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.

On 10 June 2015, the Eurotunnel Group reached an agreement with the DFDS group in relation to the bare-boat charter of the two ferries, the Berlioz and the Rodin. This agreement provides for the finance lease of the two ferries with effect from the date of their definitive delivery to DFDS, with an option for their subsequent sale.

BB. Operating lease contracts

Lease commitments

The contractual payments of operating lease contracts which are non-cancellable in the short term are set out in the table below:

f'000	31 December 2015	31 December 2014
Less than one year	34,423	23,358
From one to five years	84,594	56,862
More than five years	41,609	9,981
Total	160,626	90,201

These relate to the leasing commitments for rolling stock by the rail freight subsidiaries. At 31 December 2015, the contracts have a residual duration of up to 8 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 e37.8 million were accounted for relating to rolling stock operating leases (2014: e25.9 million). The increase in lease commitments between 2014 and 2015 is due to the renewal of existing contracts and the start of new contracts in order to support Europorte's activity.

CC. 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 2014 and 2015 for all Eurotunnel Group companies.

f'000	2015	2014
Auditorship, certification and examination of individual and consolidated accounts	1,542	1,537
Other fees and services directly linked to the duties of the auditors	275	486
Total	1,817	2,023

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

DD. Related party transactions

DD.1 Eurotunnel Group subsidiaries

Within the Eurotunnel Group, all companies are fully consolidated at 31 December 2015, except for ElecLink as described in note C above.

The regulated agreements and commitments between GET SE and the Group's consolidated subsidiaries are set out in the statutory auditors' special report on regulated agreements and commitments in paragraph 16.9.5 of the 2015 Registration Document.

DD.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 2015 held 2.7% of the contracts, representing a charge of e1.8 million in 2015 and a liability of e31.6 million at 31 December 2015.

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 SE's share capital at 31 December 2015.

DD.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.

EE. Events after the reporting period

The Rodin was delivered to DFDS on 9 February 2016 and the Berlioz on 11 February 2016, enabling the start of the finance leases on these dates.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.3.2 GET SE PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2015 AND THE STATUTORY AUDITORS' REPORT THEREON

CONTENTS OF THE PARENT COMPANY FINANCIAL STATEMENTS(1)

	Report of the statutory auditors on the annual parent company financial statements for the financial year ending 31 December 2015	228
	Statement of financial position	230
	Income statement	231
	Notes to the financial statements	232
A.	Important events	232
B.	Accounting methods and policies	232
C.	Goodwill	234
D.	Investments in subsidiary undertakings	234
E.	Group and associates	235
F.	Treasury shares	238
G.	Investments in securities and cash and cash equivalents	238
H.	Equity	238
I.	Provision for risks and charges	242
J.	Revenues from sale of services	242
K.	Purchases and external costs	242
L.	Staff numbers	242
M.	Exchange gains and losses	242
N.	Interest and related income and charges	242
O.	Financial depreciation and provisions	243
P.	Exceptional result	243
Q.	Tax and fiscal situation	243
R.	Earnings per share and effect of dilution	244
S.	Commitments and contingent liabilities	245
T.	Related party transactions	245
U.	Events after the reporting period	246

⁽¹⁾ Groupe Eurotunnel SE'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 2015

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 your annual general meeting, we hereby report to you, for the year ended 31 December 2015, on:

• the audit of the accompanying financial statements of Groupe Eurotunnel SE;
• 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 2015 and of the results of its operations for the year then ended in accordance with French accounting principles.

2 Justification of our assessments

In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de commerce), we bring to your attention the following matter.

Value in use of investments

Notes B.3 and D of the financial statements relating to the investments in subsidiary undertakings present 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 these notes 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 (''Code de commerce'') 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 controlling your Company or 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 (and holders of the voting rights) has been properly disclosed in the management report.

Statutory auditors

Paris La D efense, 17 February 2016 ´ Courbevoie, 17 February 2016

KPMG Audit Mazars Division of KPMG S.A.

French original signed by: French original signed by: Fabrice Odent Jean-Marc Deslandes Partner Partner

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

STATEMENT OF FINANCIAL POSITION

			31 December 2015		31 December 2014
f'000	Note	Gross	Impairment	Net	Net
ASSETS
Intangible assets	C	116,552	–	116,552	116,552
Investments in subsidiary
undertakings	D	1,557,388	47,657	1,509,731	1,477,388
Loans	E.1	2,039,344	–	2,039,344	2,071,361
Treasury shares Other	F	33,472 84	– –	33,472 84	31,692 76
Fixed assets		3,746,840	47,657	3,699,183	3,697,069
Advances and deposits		28	–	28	323
Trade receivables and related accounts		–	–	–	7
Receivables from Government
and other public bodies		1,672	–	1,672	1,955
Other receivables		60	41	19	24
Group and associates	E.3	25,514	–	25,514	15,829
Other financial assets	E.1	22,179	–	22,179	27,361
Investments in securities Cash and cash equivalents	G G	66,443 3,631	– –	66,443 3,631	55,107 17,448
Current assets		119,527	41	119,486	118,054
Prepaid expenses		594	–	594	463
Exchange adjustment asset		21,448	–	21,448	13,046
Total assets		3,888,409	47,698	3,840,711	3,828,632
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 Result for the year	H.2 H.2			405,817 38,455	404,280 98,809
Total equity and shareholders' funds				2,997,287	3,056,104
Provision for risk and charges	I			33,171	17,109
Financial liabilities				85	9
Group and associates	E.2			707,973	689,748
Trade payables				8,321	8,318
Tax and social security liabilities				10,802	5,043
Other liabilities				183	112
Debts( *)				727,364	703,230
Exchange adjustment liability				82,889	52,189
Total liabilities				3,840,711	3,828,632

* More than one year with third parties: none (2014: 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

f'000	Note	2015	2014
Operating revenue
Revenue from sale of services	J	16,752	17,586
Cost transfer		7,998	2,545
Total operating revenue		24,750	20,131
Operating expenses
Purchases and external costs	K	(11,905)	(13,018)
Salaries and charges	L	(4,627)	(4,285)
Taxes		(572)	(413)
Depreciation and provisions		(8,947)	(2,615)
Other expenses		(776)	(619)
Total operating expenses		(26,827)	(20,950)
Operating result		(2,077)	(819)
Financial income
Income from investments in subsidiary undertakings		4,232	100,641
Interest and similar income	N	30,803	36,973
Release of provisions	O	17,822	–
Net income on sales of investments		15	33
Exchange gains	M	2,702	490
Total financial income		55,574	138,137
Financial charges
Depreciation and provisions	O	(8,402)	(28,505)
Interest and similar charges	N	(7,531)	(10,566)
Exchange losses	M	(482)	(224)
Total financial charges		(16,415)	(39,295)
Financial result		39,159	98,842
Exceptional result	P	4,207	3,536
Tax	Q	(2,834)	(2,750)
Net result for the year		38,455	98,809

The notes form an integral part of the annual financial statements.

2015 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SE 231

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

NOTES TO THE FINANCIAL STATEMENTS

Groupe Eurotunnel SE 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 SE'' or ''GET SE'' refers to the holding company which is governed by French law. The term ''Group'' or ''the Eurotunnel Group'' refers to Groupe Eurotunnel SE and all its subsidiaries.

The main activities of the Group are the design, financing, construction and operation of the Fixed Link's infrastructure and transport system in accordance with the terms of the Concession (which will expire in 2086), as well as the rail freight activity. The maritime activity was discontinued in 2015 (see note A below).

GET SE provides various services to its subsidiaries such as administrative and financial management, corporate strategy and shareholder relations. In 2015, GET SE charged its subsidiaries e16.8 million for these services, of which e13.5 million was charged to the Concessionaires.

A. Important events

Cessation of the maritime activity

In July 2012, Eurotunnel purchased three ferries (the Berlioz, the Rodin and the Nord Pas-de-Calais) as part of the asset disposal procedure conducted by the French Tribunal de Commerce following the liquidation of SeaFrance, and sub-contracted the operation of the ferries to an independent company, SCOP SeaFrance.

Following the decision by the Competition Appeal Tribunal on 9 January 2015 to uphold the prohibition for the Eurotunnel Group to operate any vessel out of the port of Dover from 9 July 2015, the Group announced its intention to withdraw from its maritime activity and to find a buyer for its three ferries. The decision of the Competition Appeal Tribunal was upheld on 16 December 2015 by the Supreme Court.

During 2015, the process of the Group's withdrawal from its maritime activity was as follows:

• • On 10 June 2015, the Eurotunnel Group reached an agreement with the DFDS group in relation to two of the ferries, the Berlioz and the Rodin. Due to the condition imposed at the time of their purchase in 2012 prohibiting the sale of the ferries for a period of five years, the agreement provides for the rental of the two ferries from the date of their definitive delivery to DFDS, with an option for their subsequent sale. The Eurotunnel Group is studying the possibility of requesting the Paris Tribunal de Commerce to lift the prohibition to sell.
• • On 1st July 2015, MyFerryLink ceased commercial operations following the non-renewal of the contracts between the Eurotunnel Group and SCOP SeaFrance.
• • Having been occupied by staff of the SCOP SeaFrance until the beginning of September, the Rodin and the Berlioz were only handed over to DFDS on 15 September 2015. Since then, the two ferries have been undergoing rehabilitation works and were finally delivered to DFDS on 9 and 11 February 2016 respectively, on which dates their finance leases began.

As a result of the decision by the Supreme Court in December 2015, the Group has been forced to definitively cease its maritime activity and has announced its intention to dispose of the Nord Pas-de-Calais.

GET SE financed the acquisition and rehabilitation of the three ferries in 2012, and assured the financing of this activity until it ceased in July 2015, with an intra-group loan to its subsidiary Euro-TransManche Holding SAS.

On 2 December 2015, GET SE increased the capital of its subsidiary Euro-TransManche Holding SAS by e80 million in partial compensation for this loan (see note E.1 below).

In the context of the agreement with DFDS and with the prospect of the sale of the ferries, at 31 December 2015, GET SE accounted for a net release of e18 million of depreciation on its investment in subsidiary undertakings and associated receivables in Euro-TransManche Holding SAS (see note O below).

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.

The actual results could differ significantly from these estimates depending on different conditions and hypotheses. The use of estimations concerns mainly the valuation of investments in subsidiary undertakings and of associated debts and loans.

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 SE 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 acquisition 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 SE holds its own shares acquired as part of a share buyback 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 buyback 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 SE'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 SE 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.

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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 re-valued 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 e116,552,000 which resulted from the merger of TNU SA into GET SE in 2009 was accounted for as an intangible asset.

D. Investments in subsidiary undertakings

At 31 December 2015, shares in subsidiary undertakings are analysed as follows:

	Gross value at 31 December	Gross value at 31 December		Net accounting value at 31 December
f'000	2014	2015	Depreciation	2015
Channel Tunnel Group Limited (CTG)	1,163,879	1,163,879		1,163,879
Cheritons	33	33		33
Europorte SAS	72,674	72,674		72,674
Euro-TransManche Holding SAS (ETMH) – see note A	1	80,000	47,657	32,343
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	–	–		–
Societ´ ´e Immobili ere et Fonci <br>ere Eurotunnel (SIFE)<br>	1,350	1,350		1,350
Total	1,477,389	1,557,388	47,657	1,509,731

The key financial information for subsidiaries is presented in the following table:

	Revenue	Equity		Percentage of capital held			Carrying value of shares (g'000)
IN THOUSANDS	(excluding tax)	Share capital	Other equity (excluding for the year)	the result Result for the year	Total equity	Directly	Directly and indirectly	Gross	Net	Security and guarantees given by the company
CTG £	333,514	95,857	(8,534)	37,017	124,340	100%	100%	1,163,879	1,163,879	( *)
EASL £	–	–	1,158	318	1,476	100%	100%	–	–	( *)
EDL £	–	7,257	(11,615)	–	(4,358)	100%	100%	–	–	( *)
EFL £	–	1	–	–	1	79%	100%	1	1	( *)
EMSL £	154	0	30	1	31	100%	100%	–	–	( *)
Cheritons £	–	4	81	–	85	100%	100%	33	33	( *)
GET Elec £	–	–	(1,129)	(637)	(1,766)	100%	100%	–	–	( *)
Total in £	333,668	103,119	(20,009)	36,699	119,809			1,163,913	1,163,913
ESGIE e	121,309	2	–	–	2	38%	100%	1	1	( *)
ETMH e	467	5,106	(2)	(13,890)	(8,786)	100%	100%	80,000	32,343	( *)
Europorte e	7,905	42,318	1,835	(9,291)	34,862	100%	100%	72,674	72,674	( *)
FM e	454,409	95,857	28,656	36,923	161,436	100%	100%	239,450	239,450	( *)
SIFE e	–	525	791	(6)	1,310	100%	100%	1,350	1,350	( *)
Total in g	584,090	143,808	31,280	13,736	188,824			393,475	345,818

* 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.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 an adjusted book value of the asset.

E. Group and associates

E.1 Other financial assets

f'000		31 December 2015	31 December 2014
Other non-current financial assets:
Amended bond debt (ABD):
– Channel Tunnel Group Limited	( *)	308,333	289,333
– France Manche SA	( *)	1,127,062	1,127,062
Sub-total ABD		1,435,395	1,416,395
NRS Redemption Premium Debt: France Manche SA	( *)	78,873	100,373
NRS Redemption Premium Debt: Channel Tunnel Group Limited	( *)	128,334	150,887
NRS Commission Loan: France Manche SA	( *)	80,200	80,200
Intra-group loan: Eurotunnel Agent Services Limited		159,276	154,983
Intra-group loan: GET Elec Limited		8,507	10,897
Intra-group loan: Euro-TransManche Holding SAS		56,493	139,009
Intra-group loan: Europorte SAS		92,266	84,095
Gross total		2,039,344	2,136,839
Depreciation of intra-group loan to Euro-TransManche Holding SAS (see note A above)		–	(65,478)
Net total		2,039,344	2,071,361
Other current financial assets:
Accrued interest on the ABD: Channel Tunnel Group Limited	( *)	6,922	6,722
Accrued interest on the ABD: France Manche SA	( *)	13,312	17,991
Sub-total accrued interest on ABD		20,234	24,713
Accrued interest on loan to Eurotunnel Agent Services Limited		192	174
Accrued interest on NRS Commission Loan: France Manche SA	( *)	1,686	2,364
Accrued interest on loan to Europorte SAS		67	110
Total		22,179	27,361

* These receivables (totaling f1,744,722,000) are governed by the Master Intra-Group Debt Agreement as described in chapter 22 of the 2015 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 SE in 2008 and in 2009 on the basis of a valuation by an expert. The ABD, the nominal value of which at 31 December 2015 was e1,361 million and £242 million, is accounted for by GET SE taking into account the discount on its purchase.

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.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 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 (e84.9 million) and a sterling tranche (e74.4 million or £54.6 million), was made by GET SE 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. The final maturity of this loan is 2050.

Intra-group loan: Euro-TransManche Holding SAS

The intra-group loan made by GET SE 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 activity. At 31 December 2015, this loan amounted to e56 million (31 December 2014: e139 million). On 2 December 2015, GET SE increased the capital of its subsidiary Euro-TransManche Holding SAS by e80 million in partial compensation for this loan.

This loan bears interest at EONIA +1% and is repayable on demand by GET SE.

Intra-group loan: Europorte SAS

The intra-group loan made by GET SE to its subsidiary Europorte SAS (the holding company for the Group's rail freight activities) amounted to e92 million (31 December 2014: e84 million). This loan covers the financing of the acquisition of shareholdings in Europorte SAS's subsidiaries as well as the financing for the capital investments (in particular the acquisition of rolling stock) and the ongoing cash flow requirements of Europorte's subsidiaries.

This loan bears interest at EONIA +1% and is repayable on demand by GET SE or Europorte SAS.

Intra-group loan: GET Elec Limited

In order to finance the ElecLink project, GET SE 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 2015, the loan amounted to e8.5 million (£6.2 million). The loan, which bears no interest, was authorised by GET SE's board of directors on 13 January 2012 and approved at the general meeting of shareholders on 15 May 2013.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

E.2 Debt with other Group companies

f'000		31 December 2015	31 December 2014
Debt relating to the Funding Loan: France Manche SA	( *)	197,139	197,784
Debt relating to the Funding Loan: Channel Tunnel Group Limited	( *)	147,744	139,195
Current account: GB Railfreight Limited		14	15
Current account: Eurotunnel Services Limited		434	32
Current account: Eurotunnel Services GIE		59	–
Current account: Eurotunnel Management Services Limited		22	202
Current account: France Manche SA	( *)	362,561	352,520
Total		707,973	689,748

* These debts (totalling f707,444,000) 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 (e195,229,000) plus the accrued interest (e1,910,000) 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 (e145,597,000 or £106,861,000) plus the accrued interest of e2,147,000.

E.3 Receivables from other Group companies

f'000	31 December 2015	31 December 2014
France Manche SA	17,824	9,329
Eurotunnel Services GIE	1,992	724
Eurotunnel Services Limited	20	228
ˆ Centre International de Formation Ferroviaire de la C ote d'Opale SAS	156	268
Europorte SAS	1,214	1,167
Channel Tunnel Group Limited	1,189	1,722
Societ´ ´e Immobili ere et Fonci <br>ere Eurotunnel SAS<br>	186	–
Eurotunnel SE	84	–
Eurotunnel Management Services Limited	–	196
Europorte Channel SAS	31	–
Europorte France SAS	142	63
Socorail SAS	157	77
Europorte Proximit e SAS ´	4	4
Eurosco SAS	104	76
GB Railfreight Limited	2,092	722
Euro-TransManche Holding SAS	188	279
MyFerryLink SAS	9	1
Euro-TransManche 3 SAS	13	337
Euro-TransManche 3 BE SAS	109	636
Total	25,514	15,829

Receivables from other Group companies relate mainly to the invoicing of management fees.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

F. Treasury shares

The movements in the number of treasury shares held during the year were as follows:

				g'000
	( *) Investments in securities		Financial assets			( *)	Investments in securities		Financial assets
	Allocated to plans	Liquidity contract	Total	Other	TOTAL	Allocated to plans	Liquidity contract	Total	Other	TOTAL
At 1st January 2015	4,632,870	100,000	4,732,870	5,381,650	10,114,520	25,163	1,065	26,228	31,692	57,920
Shares transferred to staff (free shares)	(207,400)		(207,400)		(207,400)	(1,211)		(1,211)		(1,211)
Share buyback programme			–	1,183,481	1,183,481				14,006	14,006
Exercise of stock options	(412,800)		(412,800)		(412,800)	(2,178)		(2,178)		(2,178)
Allocated to plans	1,583,850		1,583,850	(1,583,850)	–	9,281		9,281	(9,281)	–
Transfer to the liquidity contract		500,000	500,000	(500,000)	–		2,945	2,945	(2,945)	–
Net purchase/(sale) under liquidity contract		170,000	170,000		170,000		4,767	4,767		4,767
At 31 December 2015	5,596,520	770,000	6,366,520	4,481,281	10,847,801	31,055	8,777	39,832	33,472	73,304

* See note G below.

At 31 December 2015, GET SE held 10,077,801 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 29 April 2015. 5,596,520 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, 2011, 2013, 2014 and 2015.

G. Investments in securities and cash and cash equivalents

This includes mainly short-term investments in certificates, deposit accounts and money market funds.

f'000	31 December 2015	31 December 2014
Treasury shares (see note F above)	39,832	26,228
Investments in euros	26,606	28,867
Accrued interest on securities	5	12
Sub-total	66,443	55,107
Cash at bank and in hand	3,631	17,448
Total	70,074	72,555

At 31 December 2015, GET SE held 770,000 treasury shares purchased by Oddo Seydler Corporate Finance under the liquidity contract. At 31 December 2015, the value of these shares amounted to e8,824,000 (31 December 2014: e1,070,000) compared to a cost of acquisition of e8,777,000 (31 December 2014: e1,065,000).

H. Equity

H.1 Share capital

At 31 December 2015, the issued share capital of GET SE amounted to e220,000,000.00 divided into 550,000,000 fully paid-up GET SE ordinary shares with a nominal value of e0.40 each, unchanged compared to 31 December 2014.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

H.2 Statement of changes in equity

f'000	Share capital	Share premium account	Legal reserve	Other reserves	Retained earnings	Result for the year	Total
At 1 January 2014	220,000	1,711,796	22,422	598,797	483,277	1,889	3,038,181
Payment of dividend					(78,997)	(1,889)	(80,886)
Result for the year						98,809	98,809
At 31 December 2014	220,000	1,711,796	22,422	598,797	404,280	98,809	3,056,104
Payment of dividend					1,537	(98,809)	(97,272)
Result for the year						38,455	38,455
At 31 December 2015	220,000	1,711,796	22,422	598,797	405,817	38,455	2,997,287

H.3 Employee share option plans

i. 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 SE 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 e0.40 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	1,164,000	Staff must remain as employees of the Group until the exercise of options.	4 years
16 July 2010		Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2010 and 2011 above a predetermined level). The performance conditions were met.
		Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The performance conditions were met.
Options granted to key executives and senior staff on	1,430,000	Staff must remain as employees of the Group until the exercise of options.	4 years
21 July 2011		Performance conditions: 50% of options are subject to conditions based on the financial performance of the Group (distribution of a dividend, consolidated EBITDA in 2011 and 2012 above a predetermined level). The performance conditions were met.
		Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The market conditions were not met.
Options granted to key executives and senior staff on	1,405,000	Staff must remain as employees of the Group until the exercise of options.	4 years
20 July 2012		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 conditions were met.
		Market performance condition: 50% of options are conditional on the GET SE share price performing better than the SBF120 index. The market condition for 2012 was not met. The market condition for 2013 was met.

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:

		2015		2014
	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	2,164,250	6.66	2,723,750
Granted during the year	–	–	–	–
Renounced during the year	6.33	(9,750)	6.57	(26,000)
Exercised during the year	6.97	(412,800)	6.42	(533,500)
Expired during the year	–	–	–	–
In issue at 31 December	6.66	1,741,700	6.72	2,164,250
Exercisable at 31 December	7.12	729,200	6.42	470,500

Of the 1,741,700 options in issue at 31 December 2015:

• • 265,000 are exercisable, subject to staff remaining as employees of the Group, at a price of e6.42 until July 2020,
• • 464,200 are exercisable, subject to staff remaining as employees of the Group, at a price of e7.52 until July 2021, and
• • 1,012,500 will be exercisable, subject to staff remaining as employees of the Group, at a price of e6.33 between July 2016 and July 2022.

ii. Grant of free shares

Following the approval by the general meeting of shareholders on 29 April 2015 of the plan to issue existing free shares, GET SE's board of directors decided on 29 April 2015 to grant a total of 583,500 GET SE Shares (150 shares per employee) to all employees of GET SE 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 and they cannot be sold for a minimum period of four years.

On 30 April 2015, 207,400 free shares issued in 2011 were acquired by employees.

Number of shares	2015	2014
In issue at 1 January	930,420	1,254,090
Granted during the year	583,500	369,100
Renounced during the year	(41,770)	(25,340)
Acquired during the year	(207,400)	(667,430)
Expired during the year	–	–
In issue at 31 December	1,264,750	930,420

iii. Preference shares convertible into ordinary shares (treated as equity instruments)

a) 2014 preference shares (class B shares) convertible into ordinary shares

On 29 April 2014, the general meeting of shareholders authorised the board of directors to grant to executives and senior staff of GET SE and its subsidiaries preference shares (class B shares) with a nominal value of e0.01 each with no voting rights which are convertible into GET SE ordinary shares subject to performance conditions at the end of a four-year period. The total number of preference shares may not give the right to more than 1,500,000 ordinary shares of a nominal value of e0.40 each. Under this scheme, the board of directors approved on 29 April 2014 the grant of 300 preference shares, each convertible at the end of the four-year period into a maximum of 5,000 ordinary shares.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Characteristics and conditions of the 2014 preference share plan

Date of grant / main staff concerned	Number of preference shares	Conditions for acquiring rights	Vesting period
Preference shares granted to	300	Staff must remain as employees of the Group.	4 years
key executives and senior staff on 29 April 2014		Market performance condition: calculated on a tapering scale corresponding to the percentage achievement of a maximum target of an average price of e11.50.

Information on the 2014 preference share plan

Number of preference shares	2015	2014
In issue at 1 January	300	–
Granted during the period	–	300
Renounced during the period	–	–
Exercised during the period	–	–
Expired during the period	–	–
In issue at 31 December	300	300
Exercisable at 31 December	–	–

b) 2015 preference shares (class C shares) convertible into ordinary shares

On 29 April 2015, the general meeting of shareholders authorised the board of directors to grant to executives and senior staff of GET SE and its subsidiaries preference shares (class C shares) with a nominal value of e0.01 each with no voting rights which are convertible into GET SE ordinary shares subject to performance conditions at the end of a four-year period. The total number of preference shares may not give the right to more than 1,000,000 ordinary shares of a nominal value of e0.40 each. Under this scheme, the board of directors approved on 29 April 2015 the grant of 2,000 preference shares, each convertible at the end of the four-year period into a maximum of 500 ordinary shares.

Characteristics and conditions of the 2015 preference share plan

Date of grant / main staff concerned	Number of preference shares	Conditions for acquiring rights	Vesting period
Preference shares granted to	2,000	Staff must remain as employees of the Group.	4 years
key executives and senior staff on 29 April 2015		Financial performance condition: 70% based on the Group's long-term economic performance: achievement of consolidated EBITDA targets announced to the market for the 2015, 2016, 2017 and 2018 financial years.
		Market performance condition: 20% based on the performance of the GET SE share price compared to the DJI index (including dividends) over a period of 4 years.
		CSR performance condition: 10% based on the performance of the composite CSR index over a period of 4 years.

Information on the 2015 preference share plan

Number of shares	2015
In issue at 1 January	–
Granted during the period	2,000
Renounced during the period	(5)
Exercised during the period	–
Expired during the period	–
In issue at the end of the period	1,995
Exercisable at the end of the period	–

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

I. Provision for risks and charges

f'000	1 January 2014	Charge to income statement	Release of unspent provisions	Provisions utilised	31 December 2015
Provision for exchange losses	13,045	8,402			21,447
Provision relating to share options and free shares	3,593	8,908		(1,289)	11,212
Other	471	41			512
Total	17,109	17,351	–	(1,289)	33,171

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 2015 and 2014 financial years are presented in note CC to the Group's consolidated accounts.

L. Staff numbers

The average number of staff employed during the year was 16 (2014: 14).

At 31 December 2015, 18 staff were employed by the company (31 December 2014: 16).

M. Exchange gains and losses

In 2015, this included realised exchange gains and losses arising from intra-group payables and receivables.

N. Interest and related income and charges

f'000		2015	2014
Interest and related income
Interest due from Channel Tunnel Group Limited on the ABD	( *)	6,922	6,722
Interest due from France Manche SA on the ABD	( *)	13,312	17,991
Interest due from Eurotunnel Agent Services Limited		6,568	6,376
Interest due from France Manche SA on the NRS Commission Loan and the NRS Redemption Premium Loan	( *)	1,687	2,364
Interest due from Europorte on intra-group loans		894	1,486
Interest due from Euro-TransManche Holding SAS		1,296	1,728
Bank interest		124	306
Total		30,803	36,973
Interest and related charges
Interest due to France Manche SA on the Funding Loan	( *)	1,910	2,556
Interest due to Channel Tunnel Group Limited on the Funding Loan	( *)	2,147	2,000
Interest due on intra-group current accounts	( *)	3,474	6,010
Total		7,531	10,566

* These amounts (totalling f14,390,000: received f21,921,000, paid f7,531,000) 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

f'000	31 December 2015	31 December 2014
Release of provision/ (provision) for depreciation of investment in subsidiary undertakings and associated receivables (see note A above)	17,822	(19,487)
Provision for exchange losses	(8,402)	(9,018)
Total	9,420	(28,505)

In the context of the agreement with DFDS relating to the two ferries, e18 million of the provision for depreciation of investment in subsidiary undertakings and associated receivables was released.

P. Exceptional result

f'000	31 December 2015	31 December 2014
Exceptional charges	(3,130)	(5,359)
Exceptional income	6,089	2,421
Exceptional result on the partial repayment of the ABD (see note E.1 above)	–	2,403
Other provisions	(41)	–
Release of other provisions	1,289	4,071
Total	4,207	3,536

At 31 December 2015, exceptional charges and income relate primarily to the gains and losses recognised on the sale of treasury shares (see note B.5 above).

In 2015, GET SE released a provision for free shares for e1,283,000 (see note B.5 above) against a charge of e1,211,000 following the transfer of shares to Group staff (see note F above).

Q. Tax and fiscal situation

GET SE 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

f'000	31 December 2015	31 December 2014
Tax expense of tax consolidation	(27,783)	(4,030)
Utilisation of brought forward fiscal deficits	18,679	2,229
Total income tax	(9,104)	(1,801)
Tax on dividends	(2,918)	(2,408)
Tax consolidation of subsidiaries	9,188	1,459
Total tax	(2,834)	(2,750)

Information presented on the basis of the tax rate applicable in 2015 on taxable transactions of 38.00%.

GET SE's taxable result, excluding integration, was a profit of e48.9 million (31 December 2014: profit of e69.4 million). The taxable result for the consolidated tax group was a profit of e73.1 million (2014: 10.6 million).

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

Q.2 Reductions and increases in future tax liabilities

	31 December 2015		31 December 2014
f'000	Base	Tax	Base	Tax
Tax losses	885,606	304,914	910,881	313,616
Other (including exchange difference liabilities and provision for exchange risk)	113,266	38,997	69,288	23,859
Total reductions in future tax liabilities	998,872	343,911	980,169	337,475
Unrealised gain on the restructuring profit	1,364,387	469,758	1,364,387	469,758
Other (including exchange difference assets)	29,868	10,284	16,638	5,728
Total increases in future tax liabilities	1,394,255	480,042	1,381,025	475,486

Information presented on the basis of a future tax rate applicable on taxable transactions of 34.43%.

Carried forward losses of the tax consolidation group

At 31 December 2015, 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 e885 million (31 December 2014: e910 million).

Losses carried forward from the old consolidation group TNU SA

At 31 December 2015, cumulative tax losses of the old tax consolidation group TNU SA amounting to e24.1 million were charged to the taxable profits of the members of this group. These deficits, which amounted to e1,962 million at 31 December 2015 (31 December 2014: e1,985 million) may only be applied to the taxable profits of FM, Europorte SAS and Soci et´ ´e Immobili ere et Fonci ere Eurotunnel SAS.

Profit arising from the restructuring

The financial restructuring in 2007 led to a restructuring profit in the accounts of the Eurotunnel Group of e3,323 million. At 31 December 2015, e1,364 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 SE, which in turn depends on the repayment of the Term Loan by the Concessionaires which matures in 2050.

Q.3 Other information

The audit by the French tax authorities started in 2014 relating to the financial years 2011 and 2012 was completed during 2015, with no significant impact for the company GET SE.

R. Earnings per share and effect of dilution

	2015	2014
Weighted average number:
– of issued ordinary shares	550,000,000	550,000,000
– of treasury shares	(9,921,815)	(10,829,727)
Number of shares used to calculate the result per share (A)	540,078,185	539,170,273
– effect of share options i	886,921	753,964
– effect of free shares ii	1,340,691	1,037,933
– effect of preference shares iii	2,498,611	524,829
Potential number of ordinary shares (B)	4,726,223	2,316,726
Number of shares used to calculate the diluted result per share (A+B)	544,804,408	541,486,999
Net profit (e'000) (C)	38,455	98,809
Profit per share (g) (C/A)	0.07	0.18
Profit per share after dilution (g) (C/(A+B))	0.07	0.18

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

The calculations were made on the following basis:

• (i) on the assumption of the exercise of all the options issued and still in issue at 31 December 2015. The exercise of these options is conditional on the criteria described in note H.3i above;
• (ii) on the assumption of the acquisition of all the free shares allocated to staff. 207,400 of the free shares issued to staff in 2011 were acquired by them during the period. Details of free shares are given in note H.3ii above; and
• (iii) on the assumption of the acquisition of all the preference shares allocated to staff and still in issue at 31 December 2015. Conversion of these preference shares is subject to achieving certain targets and remaining in the Group's employment as described in note H.3iii above.

S. Commitments and contingent liabilities

GET SE, 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 SE'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 (f'000)	Note	31 December 2015	31 December 2014
Other non-current financial assets	E.1	2,039,344	2,136,839
Group and associates receivables	E.3	25,514	15,829
Other current financial assets	E.1	22,179	27,361
Assets		2,087,037	2,180,029
Group and associates	E.2	707,973	689,748
Liabilities		707,973	689,748
Income statement (f'000)		2015	2014
France Manche SA		13,519	14,132
Europorte SAS		2,744	2,971
Euro-TransManche Holding SAS		480	480
ˆ Centre International de Formation Ferroviaire de la C ote d'Opale SAS		9	3
Sales		16,752	17,586
Eurotunnel Services GIE		682	763
Eurotunnel Services Limited		443	441
GB Railfreight Limited		231	353
Eurotunnel Management Services Limited		214	178
Europorte SAS		127	131
Purchases		1,697	1,866
France Manche SA		5,384	8,566
Channel Tunnel Group Limited		2,147	2,000
Financial charges		7,531	10,566
France Manche SA		14,999	20,355
Channel Tunnel Group Limited		6,922	6,722
Euro-TransManche Holding SAS		1,296	1,728
Europorte SAS		894	1,486
Eurotunnel Agent Services Limited		6,568	6,376
Financial income		30,679	36,667

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 2015 Registration Document.

U. Events after the reporting period

The Rodin was delivered to DFDS on 9 February 2016 and the Berlioz on 11 February 2016, enabling the start of the finance leases on these dates.

20.4. AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION

The reports of the statutory auditors on the parent company and consolidated financial statements of GET SE for the year ended 31 December 2015 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 SE for the years ended 31 December 2014 and 31 December 2013 (contained in section 20.3 of the 2014 Registration Document and the 2013 Registration 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 2015.

20.6. INTERIM AND OTHER FINANCIAL INFORMATION

None.

20.7. DIVIDEND POLICY

The net profit for the 2015 financial year amounted to e38,454,905. It will be proposed at the general meeting of 27 April 2016, to approve the company's statutory accounts for the year ended 31 December 2015 which show this profit, as well as the transactions reflected in those financial statements, including non-deductible charges (e45,728) corresponding to the surplus of the depreciation of the rent on tourist vehicles (article 39-4 of the Code gen´ ´eral des imp ots ˆ ).

GET SE intends to maintain and to reinforce its dividend policy. On 27 April 2016, GET SE will propose to its shareholders a dividend distribution of e0.22 per ordinary Share of e0.40 each comprising the share capital and with a right to dividend. GET SE will propose to its shareholders a distribution of dividends of e121 million, representing a dividend of e0.22 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 2015 to the distribution of dividends, the legal reserve having been fully allocated and to input e82,545,095 to retained earnings from previous years.

Net profit for the financial year	e38,454,905
Profits carried forward	e405,816,553
Legal reserve	e22,422,885
Dividends	e121,000,000
Balance carried forward	e323,271,458

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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.

GET SE has made the following dividend distributions over the course of the last three years:

Financial year	2014	2013	2012
Dividend per Share	e0.18	e0.15	e0.12
Theoretical number of Shares involved	550,000,000	550,000,000	550,000,000
Theoretical value of amount allocated to distribution	e99,000,000	e82,500,000	e66,000,000
Actual number of Shares involved( *)	530,399,917	539,240,517	543,240,961
Actual value of amount allocated to distribution( *)	e97,271,985.06	e80,886,077.55	e65,188,915.32

* After adjustment resulting from 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

As indicated in section 4.2.7 of this Registration Document, the Eurotunnel Group is or may be involved in administrative or legal procedures presented in chapter 4 of this Registration Document, the more material of which are detailed below.

20.8.1 COMPETITION AND MARKETS AUTHORITY

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 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 (which has since become the Competition and Markets Authority, or CMA). On 19 February 2013, the CMA 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 6 June 2013, the CMA announced its decision to ban Groupe Eurotunnel SE (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 SE and the SCOP SeaFrance, on 4 December 2013 the Competition Appeal Tribunal quashed the CMA's decision of 6 June 2013. The Tribunal found that the CMA, by failing to demonstrate that the Eurotunnel Group had acquired an enterprise rather than individual assets, had not demonstrated that it had jurisdiction in the matter. The Tribunal therefore remitted to the CMA the question of whether the Eurotunnel Group had acquired an enterprise.

On 27 June 2014, the CMA reaffirmed its jurisdiction considering that Eurotunnel had taken over SeaFrance and that this takeover was within the UK merger rules enabling it to examine the operation. The CMA concluded that MyFerryLink must cease its

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

activities in a period of six months from the date of the order being issued by the CMA giving its decision. The Eurotunnel Group and the SCOP appealed this decision to the Competition Appeal Tribunal.

To consult with stakeholders, the CMA issued on 23 July 2014, the draft ruling to ban the Eurotunnel Group from serving the port of Dover with its ferries. In this context, the Eurotunnel Group made a number of observations to the CMA.

On 18 September 2014, the CMA issued a final order dismissing all of the observations of the Eurotunnel Group. This order prohibits MyFerryLink continuing its activity and would apply six months after a possible decision rejecting an appeal by Eurotunnel against the decision of the CMA.

On 9 January 2015, the CAT recognised the validity of the arguments presented by the Group, but felt that they were not of a nature to quash again the position taken by the CMA on 18 September 2014. The CAT has obliged the Group to withdraw from this activity. Faced with the ban to operate within six months, and to value the work done, the Eurotunnel Group decided to seek a buyer for the MyFerryLink company.

On 27 May 2015, the Eurotunnel Group notified SCOP SeaFrance that it would not renew the contracts between the parties, with effect from 1 July 2015.

On 10 June 2015, the Eurotunnel Group concluded an agreement with the DFDS group for a bareboat charter of two ferries, the Berlioz and the Rodin. This agreement provides for the rental of two ferries from the date of their final delivery to DFDS, with an option for their subsequent sale. The Eurotunnel Group is considering the possibility of asking the Paris Commercial Court to lift the clause which forbids it to sell the ferries.

At the beginning of July 2015, the commercial activity of the MyFerryLink segment ceased following the non-renewal of contracts between Eurotunnel and SCOP SeaFrance.

On 31 August 2015, a protocol agreement, led by the French Secretary of State for Transport Alain Vidalies, was signed by the SCOP SeaFrance, the Eurotunnel Group and the DFDS group. The text provided for the creation of jobs by the Eurotunnel Group and DFDS as well as the payment of a settlement indemnity for staff who remained without employment at 1 January 2016.

Having been occupied by SCOP SeaFrance seamen until the beginning of September, the Rodin and Berlioz were only handed over to DFDS on 15 September 2015. The two ferries then underwent rehabilitation works and were delivered to DFDS on 9 and 11 February 2016 respectively enabling the start of their finance leases.

As a result of the Supreme Court's decision on 16 December 2015 (confirming the Competition Appeal Tribunal's decision), the Group was forced to definitively cease its maritime activity and announced its intention to dispose of the ferry the Nord Pas-de-Calais.

20.8.2 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.

As a precaution, the Eurotunnel Group brought a procedural appeal against the IGC decision before the Court of Appeal of Paris. The procedure is now closed, the Eurotunnel Group having withdrawn its appeal and the Paris Court of Appeal issued its order on withdrawal on 22 September 2015.

20.8.3 IMPACT ON THE FINANCIAL SITUATION AND PROFITABILITY OF THE EUROTUNNEL GROUP

As far as it is aware, and subject to the paragraphs above, GET SE 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 2015.

FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS 20 AND LIABILITIES, FINANCIAL POSITION AND RESULTS

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 SE PARENT COMPANY RESULTS FOR THE LAST FIVE FINANCIAL YEARS

	2015	2014	2013	2012	2011
Capital at end of financial year
Share capital (in EUR)	220,000,000	220,000,000	220,000,000	220,000,000	224,228,852
Number of existing ordinary Shares	550,000,000	550,000,000	550,000,000	550,000,000	560,572,129
Number of existing preferred shares	–	–	–	–	–
Maximum number of future ordinary Shares to be created on exercise of rights of holders of securities giving access to GET SE equity( *)	4,726,223	2,316,726	1,398,503	1,375,858	706,356
Transactions and results for the year (g'000)
Revenue excluding tax	16,752	17,586	12,761	14,101	11,908
Payroll costs	2,869	2,706	1,862	2,051	1,644
Amount of benefits	1,759	1,579	917	1,053	755
Number of employees	16	14	11	10	6
Result before tax, employee participation and depreciation and
provisions	39,569	128,598	31,716	30,800	18,862
Tax on profits	(2,834)	(2,750)	(1,847)	188	670
Result after tax, employee participation and depreciation and provisions	38,455	98,809	1,889	9,347	14,521
Distributed result	( **) 121,000	97,272	80,886	65,189	44,105
Earnings per Share (g)
Result after tax, employee participation and before depreciation and provisions	0.07	0.18	NS	0.02	0.03
Result after tax, employee participation and depreciation and provisions	0.07	0.18	NS	0.02	0.03
Dividend per Share	0.22	0.18	0.15	0.12	0.08

* 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 27 April 2016 of the appropriation of the 2015 result.

20 FINANCIAL INFORMATION CONCERNING THE EUROTUNNEL GROUP'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND RESULTS

20.11. STATUTORY AUDITORS' FEES

		KPMG			Mazars
	Amount (pre-tax)		%		Amount (pre-tax)		%
f'000	2015	2014	2015	2014	2015	2014	2015	2014
Audit
Statutory auditors, certification, examination of the individual and consolidated accounts:
Issuer	297	315	29%	31%	218	216	27%	21%
Fully consolidated subsidiaries	497	499	48%	49%	530	507	67%	50%
Other fees and services directly linked to the duties of the statutory auditors:
Issuer	127	204	12%	20%	32	276	4%	28%
Fully consolidated subsidiaries	111	–	11%	–	5	–	1%	–
Sub-total	1,032	1,018	100%	100%	785	999	99%	99%
Other services supplied by the networks to fully consolidated subsidiaries:
Legal, tax and social	–	–	–	–	6	6	1%	1%
Other	–	–	–	–	–	–	–	–
Total	1,032	1,018	100%	100%	791	1,005	100%	100%

21. ADDITIONAL INFORMATION

◦	◦
21.1.	SHARE CAPITAL	252
21.1.1	Amount of share capital (article 6 of GET SE's by-laws)	252
21.1.2	Form and transfer of shares (articles 9 and 10 of GET SE's by-laws)	252
21.1.3	Securities not representing share capital	252
21.1.4	Shares held by GET SE or its subsidiaries	252
21.1.5	Securities redeemable in shares or securities with warrants attached	252
21.1.6	Authorised but unissued share capital, commitments to share capital increases	252
21.1.7	Share capital history over the last three years	255
21.1.8	Acquisition by GET SE of its own shares	255
21.2.	CONSTITUTIONAL DOCUMENT AND BY-LAWS	257
21.2.1	Corporate purpose (article 2 of GET SE's by-laws)	257
21.2.2	Members of the board of directors and management bodies	258
21.2.3	Rights and obligations attached to the shares (article 11 of GET SE's by-laws)	258
21.2.4	Allocation of profits (article 31 of GET SE's by-laws)	259
21.2.5	Modifications of shareholders' rights	259
21.2.6	Clauses that may have an impact on the control of GET SE	261
21.2.7	Identification of shareholders (article 14 of GET SE's by-laws)	261
21.2.8	Notification of interests in shares	261
21.2.9	Modifications of share capital	261

21.3. TRAVEL PRIVILEGES 261

2015 REGISTRATION DOCUMENT – GROUPE EUROTUNNEL SE 251

21 ADDITIONAL INFORMATION

21.1. SHARE CAPITAL

21.1.1 AMOUNT OF SHARE CAPITAL (ARTICLE 6 OF GET SE'S BY-LAWS)

On 31 December 2015, the share capital of GET SE was e220,000,000, divided into 550,000,000 Shares with a nominal value of e0.40 each, fully paid-up.

At the date of this Registration Document, the share capital of GET SE is e220,000,000 divided into 550,000,000 ordinary shares with a nominal value of e0.40 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 SE.

As at the date of this Registration Document, GET SE 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 SE'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 SE OR ITS SUBSIDIARIES

As at the date of this Registration Document, with the exception of the Shares acquired by GET SE in accordance with the terms and conditions described in paragraph 21.1.8 below, neither GET SE nor its subsidiaries hold any Shares.

21.1.5 SECURITIES REDEEMABLE IN SHARES OR SECURITIES WITH WARRANTS ATTACHED

In 2015, GET SE had no 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 2015.

The table below summarises the authorisations granted to the board of directors by the GET SE combined general meeting, held on first notice on 29 April 2015, in order to increase the share capital.

Brief summary	Date of grant of the delegation of authority	Duration	Maximum nominal amount of the authorisation	Use made as of the date of this Registration Document
Delegation of authority granted to the board of directors to increase the share capital by issuing Shares or any other securities that gives access to the capital, with pre-emptive rights (8th resolution)	29 April 2015	26 months	50% of the share capital e110 million e900 million (debt instruments)	N/A
Delegation of competence granted to the board of directors to issue by way of offer to the public Shares of the company and negotiable securities convertible into Shares of the company or of companies in the company's group, without pre-emptive rights but with a priority right (9th resolution)	29 April 2015	26 months	20% of the share capital e44 million e900 million (debt instruments)	N/A
Delegation of authority granted to the board of directors to issue Shares or securities convertible into or exchangeable for Shares in consideration to contributions in kind or capital securities (10th resolution)	29 April 2015	26 months	10% of share capital e22 million	N/A
Delegation of authority granted to the board of directors to increase the share capital to the benefit of employees (15th resolution)	29 April 2015	26 months	e2 million	N/A
Overall limitation of the authorisations above, i.e. resolutions 8, 9 and 10 (14th resolution)	29 April 2015	26 months	50% of share capital e110 million including a lower limit of 20% of share capital for increases without preferential subscription rights. e900 million (debt instruments)	N/A

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 senior staff and executive officers of GET SE 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, 17 and 20 of this Registration Document.

21 ADDITIONAL INFORMATION

Date of grant / main staff concerned	Number of options/ free Shares 31 December 2015	Conditions for acquiring rights	Contractual duration of options
2010 options granted to key executives and	Granted: 1,164,000 Exercisable: 265,000	Staff must remain as employees of the Group until the exercise of options.	4 years
senior staff		Internal performance (EBITDA and dividend) and market conditions (performance of the Share superior to that of the SBF120 index) have been met for 100% of the options.
2011 options granted to	Granted: 1,430,000	Staff must remain as employees of the Group until the	4 years
key executives and senior staff	Exercisable: 464,200	exercise of options. Internal performance conditions (EBITDA and dividend) have been met for 50% of the options and 50% of the options were forfeited in 2012 and 2013, as the market conditions (performance of the Share superior to that of the SBF120 index) were not met.
2012 options granted to key executives and	Granted: 1,405,000 Exercisable: 1,012,500	Staff must remain as employees of the Group until the exercise of options.	4 years
senior staff		Internal performance conditions (EBITDA and dividend) have been met for 50% of the options and 25% of the options were forfeited in 2013 as the market conditions in 2012 were not met. The market conditions in 2013 have been met.

The performance conditions and the conditions which have been met are described in chapter 15 of this Registration Document.

The board of directors has allocated 1,741,700 Shares held as part of the share buyback programme to cover these options.

Free Shares

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, in accordance with applicable law, to all employees of GET SE 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 SE referred to in article L. 225-197-1 II of the French Commercial Code who waived their rights). 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. On 28 April 2011 and 26 April 2012, GET SE awarded each of the Group's employee (excluding executive employees and 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.

Further to the general meeting of shareholders of 29 April 2014, the board of directors granted 369,100 free Shares already in issue to all employees of GET SE and of companies or entities related to it (except for executive employees and executive officers of GET SE) on the basis of 100 Shares per employee. Employees must remain as employees of the Group and Shares must continue to be held until the end of the 4 year period.

Further to the general meeting of shareholders of 29 April 2015, the board of directors granted 583,500 free Shares to all employees of GET SE and of companies or entities related to it (except for executive employees and executive officers of GET SE) on the basis of 150 Shares per employee. Employees must remain as employees of the Group and Shares must continue to be held until the end of the 4 year period.

Potential volume of all Share plans

As at 31 December 2015, the total number of free Shares granted to employees still with the Group, was 1,264,750 Shares (compared to 930,420 Shares at 31 December 2014), representing 0.23% of the share capital.

As at 31 December 2015, the total number of stock options granted but not yet exercised (after deduction, if applicable, of stock options cancelled in accordance with the terms of the relevant plan) was 1,741,700, representing approximately 0.32% of the capital of GET SE as at 31 December 2015.

As at 31 December 2015, the total number of preference B shares allotted but not yet irrevocably vested (after deduction, if applicable, of shares cancelled in accordance with the terms of the relevant plan) was 300, representing approximately 0.27% of the capital of GET SE as at 31 December 2015.

As at 31 December 2015, the total number of preference C shares allotted but not yet irrevocably vested (after deduction, if applicable, of shares cancelled in accordance with the terms of the relevant plan) was 1,995, representing, approximately 0.18% of the capital of GET SE as at 31 December 2015.

The potential volume of all shares plans existing above, would correspond to 1% of GET SE's share capital.

The average annual burn rate of the company over the past three fiscal years corresponds to 0.21%.

Year	2013	2014	2015
Annual ratio	0.00%	0.34%	0.29%
Burn rate over 3 years		0.21%

On 31 December 2015, the Group's employees held 1,360,901 Shares, which represented 0.247% of the share capital. Of these, 749,200 Shares (approximately 0.14% of the total share capital) were held in the French Group's saving plan and 26,508 Shares held in the Share Incentive Plan in the United Kingdom.

The number of free Shares which have been granted or waived during the financial period is detailed in note T2 to the consolidated financial statements in paragraph 20.3.1 of this Registration Document.

21.1.7 SHARE CAPITAL HISTORY OVER THE LAST THREE YEARS

Share cancellation

On 3 December 2012, the Eurotunnel Group cancelled 10,572,129 Shares, exercising the powers granted by the 13th resolution of the 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 e0.40 each.

GET SE's eligibility for Euronext's PEA-PME share savings plan

On 4 April 2014, GET SE confirmed its eligibility for Euronext's PEA-PME share savings plan in accordance with decree no 2014-238 of 4 March 2014.

Preference shares: B shares

The general meeting held on 29 April 2014 authorised under resolution 14, the creation of a new category of shares, the preference shares (B Shares) which may, after a four year period, be converted into ordinary Shares if market performance conditions of the Shares are met. Description of the terms and conditions of the B Shares is set out under paragraph 21.2.3 of this Registration Document.

Preference shares: C shares

The general meeting held on 29 April 2015 authorised the board of directors to grant to executive officers and executive employees of the company and its subsidiaries, preference shares with a nominal value of e0.01 (C Shares) without voting rights, which may, after a four year period, be converted into ordinary Shares subject to performance conditions. Description of the terms and conditions of the C Shares is set out under paragraph 21.2.3 of this Registration Document.

GET SE's eligibility for Euronext's PEA-PME share savings plan

On 7 March 2016, GET SE confirmed the renewal of its eligibility for Euronext's PEA-PME share savings plan for 2016-2017 in accordance with decree no. 2014-283 of 4 March 2014.

21.1.8 ACQUISITION BY GET SE OF ITS OWN SHARES

The general meeting of shareholders held on 29 April 2015, authorised GET SE 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 2015 Share buyback programme

The characteristics of the new Share buyback programme were determined by the board of directors on 29 April 2015 and published pursuant to article 241-2 of the General Regulations of the AMF. Pursuant to the 2015 buyback programme, GET SE 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 e15, 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 Shares or the creation and grant of free Shares, as well as a decrease of the nominal value of the Shares or the consolidation of Shares or any other transaction affecting equity in order to reflect the impact of such transaction on the value of the Shares;
• • the maximum amount of funds allocated for the purchase of Shares under this programme may not, based on the number of shares in issue at 17 March 2015, exceed e825,000,000 (corresponding to a maximum of 55,000,000 Shares at a maximum price of e15 per share, as stated above);
• • the maximum proportion of the share capital authorised by shareholders at the GET SE combined general meeting of 29 April 2015 for purchase under the buyback programme was limited to 10% of the total Shares composing GET SE's share capital at the time.

The transactions carried out by GET SE within the scope of the 2015 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 SE, 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 SE, as well as implement hedging transactions in respect of the obligations of GET SE (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 executive officers of GET SE 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 Shares in GET SE, under the conditions specified by articles L. 225-197-1 et seq. of the French Commercial Code, to employees or executive officers of GET SE or companies or entities that are related to it within to the meaning of the regulations in force, pursuant to any subsequent authority;
• • 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;
• • to transfer or grant Shares, including under an employee saving plan, including for the purposes of Share Incentive Plan in the United Kingdom, including by way of free matching Shares;
• • to reduce GET SE's share capital pursuant to the 16th resolution approved at the general meeting of shareholders of 29 April 2015 or any similar authorisation.

b) Summary of transactions carried out by GET SE on its own securities under the buyback programme approved by the combined general meeting on 29 April 2015

Between 1 January 2015 and 31 December 2015, GET SE purchased a total of 1,183,481 Shares for an average purchase price of e11.835.

On 31 December 2015, GET SE held(1) 10,077,801 of its own Shares, mainly to cover stock option (1,741,700) and free Share (1,264,750) plans, the conversion of preference shares into Shares (2,497,500) and eventual external growth transaction. On 18 March 2015, pursuant to the liquidity agreement entered with Oddo Seydler Corporate Finance on 18 May 2010, it was agreed to transfer 500,000 Shares held under the buyback programme to the liquidity agreement relating to GET. These own Shares represented 1.83% of GET SE's share capital at 31 December 2015, with a nominal value of e4,031,120.40 and a value, based on the average purchase price (e6.4028), of e64,526,313.43 not including the liquidity contract.

	Summary as at 31 December 2015
Percentage of share capital held by GET SE	1.83%
Number of Shares cancelled over the preceding 24 months	None
Number of Shares in the portfolio	10,077,801
Book value of the portfolio	68,100,524 euros
Market value of the portfolio	115,491,599.46 euros
Positions opened/closed on derivatives	None

21.2. CONSTITUTIONAL DOCUMENT AND BY-LAWS

The Eurotunnel Group wished to benefit from a status more in line with (i) its economic and cultural identity and (ii) the expectations of its stakeholders, whilst also boosting its international image and considered in 2014, that the European company legal framework could meet this expectation since it has the advantage of benefiting from the basis of a homogenous entity that is recognised by all EU Member States.

The ordinary and extraordinary general meeting held on 29 April 2014 approved (resolution 18) the proposed conversion of the company into a European company, and accordingly (resolution 20), revised its by-laws. This decision took effect on 26 December 2014.

GET SE is governed by the French law provisions relating to ''soci et´ ´es anonymes'' with a board of directors, compatible with the SE regulations; the conversion of the company into a European company did not result either in its dissolution or in the incorporation of a new legal entity; the duration of the company, its corporate object and its registered office were not modified, and the share capital remained the same and is composed of the same number of shares, with a nominal value of e0.40 each.

The GET SE by-laws have been updated by the general meeting on 29 April 2015, to reflect the latest changes in the relevant laws and regulations.

21.2.1 CORPORATE PURPOSE (ARTICLE 2 OF GET SE'S BY-LAWS)

The corporate purpose of GET SE 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.

⁽¹⁾ Excluding shares acquired by Oddo Seydler Corporate Finance under the liquidity contract and excluding shares held by Eurotunnel's employee shareholding vehicle (749,200 GET SE Shares) and Eurotunnel Trustees Limited (1,463 GET SE Shares).

21 ADDITIONAL INFORMATION

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 SE 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 SE'S BY-LAWS)

Ownership of one Share implies acceptance of the terms of the by-laws of GET SE and of all decisions taken by GET SE shareholders in general meetings.

Shares (ordinary shares)

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.

Preference shares – B Shares

The 14th resolution of the general meeting of 29 April 2014 authorised the creation of preference shares (B Shares), convertible at the end of a period of four years to Shares if market performance conditions of the Shares are met. B Shares will be vested after a period of two years (29 April 2016) for the French scheme and four years for beneficiaries who are not French tax residents (29 April 2018).

B Shares may be converted into ordinary Shares, depending on the evolution of the average market price of the GET SE Shares at the conversion date, and the average market price at the grant date, determined by reference to the higher value of the following averages:

• • the average of the six months, according to the board's decision, preceding the date of grant or conversion;
• • the average repurchase price of ordinary Shares held in treasury by the company at the date of grant or conversion, pursuant to articles L. 225-208 and L. 225-209 of the French Commercial Code.

The average market price at the grant date was e8.17. The conversion ratio will be a maximum of 5,000 (ordinary) Shares per B Share for a target objective 100% met, with a tapering scale corresponding to the percentage of the objective met and set such that, as appropriate, the entire amount of Shares may be allocated.

The target objective for the market price of GET SE Shares on the conversion date, calculated according to the above terms, is set at e11.50.

B Shares will have a nominal value of e0.01. B Shares carry no voting rights at ordinary and extraordinary general meetings of holders of ordinary Shares, although they carry voting rights at special general meetings of holders of B shares. Holders of B shares meet at a special meeting for any proposed modification to the rights attached to B shares. Moreover, in accordance with the provisions of Article L. 228-17 of the French Commercial Code, any company merger or spinoff plans pursuant to which B shares cannot be exchanged for shares carrying specific equivalent rights will be subject to approval by any special general meeting concerned.

B Shares issue entitlement to only 1/5,000th of the amount of any distribution or, where applicable, asset sharing, decided to the benefit of each ordinary Share. B Shares have no preferential subscription rights in any rights issue or operations with rights to ordinary Shares; the conversion ratio, however, may be adjusted so as to maintain the rights of holders of B Shares, in accordance with legal and regulatory conditions, as stated in Article 37 of the company's by-laws. With respect to ownership of assets, B Shares issue entitlement to the proceeds of liquidation in proportion to the amount of share capital they represent.

Preference shares – C Shares

The 12th resolution of the general meeting of 29 April 2015 authorised the creation of preference shares (C Shares), convertible at the end of a period of four years to ordinary Shares if performance conditions are met.

The definitive grant of the preference C Shares is subject to an over performance condition of EBITDA for 2015 and 2016 as compared to the published objectives for the relevant year with no grant when the achievement is below 100% of the objectives. The number of preference C Shares is fixed on basis of the level of over performance of the objectives without exceeding a total number of 2,000 C Shares. Allocation of preference C Shares to beneficiaries will be definitive after a vesting period of two years (ending on 29 April 2017), and beneficiaries must keep these shares for two years following their definitive allocation. For beneficiaries who are not resident in France for tax purposes, C Shares will be converted after the period of four years stipulated in the free Share allocation plan.

C Shares will have a nominal value of e0.01. C Shares will not grant any voting rights at general meetings of the holders of (ordinary) Shares; however, the holders of preference shares will be entitled to attend a special meeting, in the event of any amendments to the rights attached to this category of shares.

Each C Share will have distribution rights equal to 1/5,000th of distribution rights and, in the event of dissolution of GET SE, rights to the proceeds of liquidation in proportion to the nominal amount represented in share capital. C Shares will have no preferential subscription rights for rights issues or operations with rights to (ordinary) Shares; however, the conversion ratio, will be adjusted to maintain the rights of holders, in accordance with the legal, regulatory and contractual conditions.

C Shares will be converted into Shares on the basis of the conversion ratio, determined on the basis of the level of achievement of a performance condition calculated at the end of a four year period, from the date of allocation of the C Shares by the board of directors, as a mean of the achievement for the following three criteria:

• • average percentage of over performance of the EBITDA for 2015, 2016, 2017 and 2018, as compared with the objective announced to the market for 2015, 2016, 2017 and 2018 (70%);
• • average percentage of GET ordinary Shares (with dividends) over performance as compared with Dow Jones Infrastructure Index for 2015, 2016, 2017 and 2018 (20%);
• • average rate of achievement of the CSR composite index for 2015, 2016, 2017 and 2018 (10%).

Subject to any adjustment in accordance with legal and regulatory conditions, the C Shares conversion ratio will be a maximum of 500 Shares for each C Share, for a maximum over performance of 115% and 135 (ordinary) Shares when the objectives have been 100% achieved, with a scale by step so that no C Shares will be converted into Shares in the event of any percentage achievement below 100% of the target objective. After a period of four years, C Shares will either be converted into (ordinary) Shares according to the conversion ratio or, if the performance conditions have not been met, purchased by GET SE at their nominal value, in order to cancel them.

21.2.4 ALLOCATION OF PROFITS (ARTICLE 31 OF GET SE'S BY-LAWS)

The following deductions are made from the profits of each financial year, minus any prior losses, in the order set out below: • at least 5% 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 SE, 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. Each B Share and C Share will have one distribution right equal to 1/5,000th of distribution right and, in the event of dissolution of GET SE, one right to the liquidation proceeds in proportion to the share that its nominal amount represent in share capital.

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.

21 ADDITIONAL INFORMATION

Notice of meeting (article 27 of GET SE's by-laws)

General meetings are convened in accordance with applicable laws and regulations.

Venue of meetings (article 27 of GET SE's by-laws)

General meetings are held at the registered office of GET SE 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 SE)

In accordance with decree no 2014-1466 of 8 December 2014, admission to participate to the general meetings is subject, since 31 December 2014, to the registration of the shares under the shareholder's name or that of his/her financial intermediary, at midnight (Paris time) on the second business day preceding the date of the general meeting. The consequential amendment of article 27 of the company's by-law was approved by the general meeting of GET SE held on 29 April 2015.

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, either in the registered accounts held by GET SE, 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. B Shares and C Shares carry no voting rights at ordinary and extraordinary general meetings of holders of ordinary Shares, although they carry voting rights at special general meetings of holders of B Shares and C Shares.

Use of electronic means of communication (article 27 of GET SE's by-laws)

If the board of directors 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 SE'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.

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 that meeting only. The authorisation must specify 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, the address, the number of Shares owned 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 SE.

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 SE'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 SE and sent to shareholders requesting the form and provided such forms reach GET SE two days prior to the general meeting.

Chairmanship of general meetings (article 27 of GET SE'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 SE'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 on them by law. The votes cast do not include those relating to Shares for which the shareholder has not taken part in the vote or has abstained or voted blank or invalid.

Voting rights of holders of Shares and double voting rights (article 11 of GET SE's by-laws)

Subject to the provisions set forth below, each member of a general meeting is entitled to as many voting rights and to cast 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 SE 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.

Voting rights of holders of B Shares or C Shares (article 11 of GET SE's by-laws)

B Shares and C Shares do grant any voting rights at general meetings of the holders of ordinary Shares; however, the holders of B Shares and C Shares will be entitled to attend a special meeting, in the event of any amendments to the rights attached to this category of shares.

21.2.6 CLAUSES THAT MAY HAVE AN IMPACT ON THE CONTROL OF GET SE

There are no provisions in the by-laws that could have the effect of delaying, deferring or preventing a change of control of GET SE.

21.2.7 IDENTIFICATION OF SHAREHOLDERS (ARTICLE 14 OF GET SE'S BY-LAWS)

GET SE 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 SE 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 SE'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	263
22.2.	THE CONCESSION AGREEMENT	263
22.2.1	Tariffs and commercial policy	263
22.2.2	Role of the IGC	264
22.2.3	Penalties	264
22.2.4	Early termination of the Concession Agreement and compensation	264
22.2.5	Assignment and substitution by lenders	265
22.2.6	Taxation and sharing of profits	265
22.2.7	Litigation	265
22.3.	RAILWAY USAGE CONTRACT	266
22.4.	THE TERM LOAN AND ANCILLARY AGREEMENTS	266
22.4.1	Principal provisions of the Term Loan	267
22.4.2	Guarantees and security relating to the Term Loan	269
22.5.	MASTER INTRA-GROUP DEBT AGREEMENT	270
22.6.	MARITIME ACTIVITY	270

22.1. THE TREATY OF CANTERBURY

The principal purpose of the Treaty of Canterbury is to authorise the construction and operation of the Fixed Link by private concessionaire companies, without any 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 revenues 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, security, 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, security, 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

22 MATERIAL CONTRACTS

and abuse of dominant positions. The Concessionaires must not discriminate between users of the Fixed Link, in particular 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 2015, the Group accounted for e6 million in respect of its contribution to the operating costs of 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.

When 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 period of time 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 MATERIAL CONTRACTS

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, and agreements reached for its implementation.

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, the Eurotunnel Group 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, 20 April 2011, 24 September 2014 and 18 December 2015), under which credit facilities in a principal amount of £1,500 million and e1,965 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 e9.073 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.

The financing of the Senior Facilities has been arranged by Goldman Sachs International and Deutsche Bank AG (London Branch) (the ''MLAs'').

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:

• tranches A1, A2, A3 each denominated in sterling, bearing interest at a fixed rate, indexed on inflation in the United Kingdom;
• tranches A4, A5, A6 each denominated in euros, bearing interest at a fixed rate, indexed on 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 the paragraph ''Hedging arrangements in respect of the Term Loan'' below:

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 6.23% per annum excluding the hedging contracts (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, including payments in relation to the hedging contracts, is expected to be approximately e305 million for 2016 (based on the interest rate in force on the date of the present Registration Document), including a principal repayment of e39 million and e17 million costs related to the renegotiation of tranches A in 2015 (see notes A.2 and V.1 of the consolidated financial statements in section 20.3.1 of this Registration Document).

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, A2, A3, A4, A5 and A6 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

22 MATERIAL CONTRACTS

• 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 SE has respected the debt-service coverage ratio for 2015.

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 e75 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 SE 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 SE);
• • 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 SE;
• • 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.

Hedging arrangements in respect of the Term Loan

FM and CTG, prior to the drawdown under the Term Loan, 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 of the consolidated accounts figuring in paragraph 20.3.1 of this Registration Document.

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 SE, 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 SE, 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 (i) FM assigns its receivables under the Concession Agreement and the Railway Usage Contract as well as its trade receivables owed by the freight transporters and coach operators and its insurance receivables and intercompany receivables held by it on the French subsidiaries of the Eurotunnel Group, (ii) CTG assigns the same categories of receivables as FM with the exception of its trade receivables owed by the freight transporters and coach operators, and (iii) other members of the Eurotunnel Group qualifying as guarantor assign their insurance receivables and intercompany receivables held against French companies of the Eurotunnel Group;
• ii) unregistered mortgages over FM's main real estate assets that are not the subject of short- or medium-term development projects;

22 MATERIAL CONTRACTS

• iii) a non-possessory lien over FM's rolling stock;
• iv) a pledge on all bank and investment accounts open in France in the name of any borrower or guarantor under the Term Loan;
• v) a pledge on shares in the Eurotunnel Group members held by the borrowers or guarantors under the Term Loan;
• vi) a pledge on the main Eurotunnel Group trademarks; and
• vii) a pledge on receivables held by FM under certain pieces of land comprised in the ''ZAC 1'' and which is the subject of long-term construction leases (baux a construction ` ).

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 SE 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 e65 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 SE: Euro-TransManche SAS, Euro-TransManche 3 Be and Euro-TransManche 3 NPC.

The maritime activity was structured around a series of marine charters, based on a ''bareboat'' charter with the SCOP SeaFrance workers' cooperative.

Three bareboat charter-parties were 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 handed over the fitting-out and nautical management of their ferries to SCOP SeaFrance. In addition, the charterer guaranteed the charter operator against any third-party claims which may arise as a result of operation of the ferries. MyFerryLink SAS sub-chartered the ferry capacity to ensure that marine transport services are marketed to third parties. MyFerryLink SAS directly managed the commercialisation of freight crossings and contracted an agent, Dover Calais Ferries Ltd, for the commercialisation of passenger crossings.

MyFerryLink SAS had no stake in the share capital of the SCOP nor any veto right in strategic decisions of the latter. MyFerryLink SAS bought crossings from the SCOP and marketed its services. MyFerryLink SAS employed its own sales and administrative staff, and it alone determined its corporate business strategy. The SCOP acted only as an external provider/subcontractor which operated the cross-Channel services, while the Eurotunnel Group owned the vessels, and benefited from the profits and suffered the losses of this activity.

On 27 May 2015, the Eurotunnel Group notified SCOP SeaFrance that it would not renew the contracts between the parties, with effect from 1 July 2015.

On 10 June 2015, the Eurotunnel Group concluded an agreement with the DFDS group for a bareboat charter of two ferries, the Berlioz and the Rodin. This agreement provides for the lease of two ferries from the date of their final delivery to DFDS, with an option for their subsequent sale. The Eurotunnel Group is considering the possibility of applying before the Paris Commercial Court to lift the clause which forbids it to sell the ferries.

On 1 July 2015, the commercial activity of the MyFerryLink segment ceased following the non-renewal of contracts between Eurotunnel and SCOP SeaFrance.

On 31 August 2015, a protocol agreement, led by the French Secretary of State for Transport Alain Vidalies, was signed by the SCOP SeaFrance, the Eurotunnel Group and the DFDS group. The text provided for the creation of jobs by the Eurotunnel Group and DFDS as well as the payment of a settlement indemnity for staff who remained without employment at 1 January 2016.

The Rodin was delivered to DFDS on 9 February 2016 and the Berlioz on 11 February 2016 which enable their finances leases to start.

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 SE

All of the corporate documents of GET SE which are to be made available to shareholders are accessible, as the case may be, on GET SE's website (www.eurotunnelgroup.com) or paper copies may be consulted during normal office hours at the registered office of GET SE (3 rue La Bo etie, 75008 Paris). ´

24.2. OTHER INFORMATION

Analysts and investors

Contacts: Michael Schuller / Jean-Baptiste Roussille Telephone: +44 (0) 1303 288719 / +33 (0) 140980481 Email: michael.schuller@eurotunnel.com / jean-baptiste.roussille@eurotunnel.com

Individual shareholders Telephone: 0845 600 6634 (United Kingdom) 0809 100 627 (France) Email: shareholder.info@eurotunnel.com or info.actionnaires@eurotunnel.com

General questions Email: CommunicationInternet@eurotunnel.com

25. INFORMATION ON SHAREHOLDINGS

◦ ◦

TABLE OF SHAREHOLDINGS AS AT 31 DECEMBER 2015

				% 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	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Management of UK staff		100	100
Europorte SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Railways operator	100		100
Europorte Channel SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Traction provider		100	100
Socorail SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Railway operations		100	100
Europorte Proximit e SAS ´	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Goods transport by rail		100	100
Europorte France SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Rail freight operator		100	100
Bourgogne Fret Services SAS	45 rue Longvic 21300 Chen ove, ˆ France	France	Chartering and logistics		62.7	62.7
Soci et ´ e Immobili ´ ere et <br>(2)<br>Fonci ere Eurotunnel SAS<br>	1, boulevard de l'Europe, 62231 Coquelles, France	France	Property development	100		100
Euro-Immo GET SAS(2)	1, boulevard de l'Europe, 62231 Coquelles, France	France	Property development		100	100

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Centre International de Formation Ferroviaire de la C ote d'Opale SAS (CIFFCO) ˆ	1, boulevard de l'Europe, 62231 Coquelles, France	France	Vocational training		100	100
Eurotunnel Management Services Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Senior executive management	100		100
Euro-TransManche Holding SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Asset management	100		100
Euro-TransManche 3	1 boulevard de l'Europe 62231 Coquelles, France	France	Asset management		100	100
Euro-TransManche SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Asset management		100	100
Euro-TransManche 3Be	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Asset management		100	100
Euro-TransManche 3NPC	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Asset management		100	100
MyFerryLink SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Asset management		100	100
MyFerryLink Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None		100	100
EuroSco SAS	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Rolling stock fleet management		100	100
Cheriton Leasing Limited(2)	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing	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, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 3 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 6 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 7 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 8 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 9 Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Cheriton Resources 10 Limited UK Terminal,	Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None		100	100
Cheriton Resources 11 Limited UK Terminal,	Ashford Road, Folkestone, Kent 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(2)	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing		100	100
Cheriton Resources 14 Limited UK Terminal,	Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing		100	100
Cheriton Resources 15 Limited(2)	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing		100	100

				% of capital and voting rights held by
Company name	Registered office	Country	Activities	Holding	company(1) Subsidiaries(1)	TOTAL(1)
Cheriton Resources 16 Limited UK Terminal,	Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None		100	100
Eurotunnel Agent Services Limited(2)	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing	100		100
Eurotunnel Developments Limited(2)	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Property development	100		100
Le Shuttle Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Orbital Park Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None		100	100
London Carex Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	None	100		100
Eurotunnel Finance Limited	UK Terminal, Ashford Road, Folkestone, Kent CT18 8XX, United Kingdom	United Kingdom	Financing	79	21	100
Eurotunnel Financial Services Limited	UK Terminal, Ashford Road, Folkestone, Kent 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, Kent CT18 8XX, United Kingdom	United Kingdom	None		100	100
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, Kent 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)
EurotunnelPlus GmbH	Axel-Springer-Platz 3, 20355 Hamburg, Germany	Germany	None		100	100
GB Railfreight Limited	3rd Floor, 55 Old Broad Street, London EC2M 1RX	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
JP Serwices Logistic Transport SARL	Tour LillEurope, 11 parvis de Rotterdam, 59777 Euralille, Lille, France	France	Local road freight transport		63	100
Manutention Transport Service SAS	7 rue de Dunkerque 67000 Strasbourg	France	Non-cargo handling		20	20

(1) Excluding the shares held by directors.

(2) These companies did not have any significant activity in 2015.

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;
2012 Registration Document	means the registration document relating to Groupe Eurotunnel registered by the Autorit e des march ´ es financiers ´ on 25 March 2013;
2013 Registration Document	means the registration document relating to Groupe Eurotunnel registered by the ´ ´ Autorit e des march es financiers on 21 March 2014;
2014 Registration Document	means the registration document relating to Groupe Eurotunnel registered by the ´ ´ Autorit e des march es financiers on 27 March 2015;
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 last updated in November 2015;
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;
CIFFCO	means the simplified limited liability company Centre International de Formation ˆ Ferroviaire de la C ote d'Opale;
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 SE;
Debt	means the debt owed on the Term Loan;
EFL	means Eurotunnel Finance Limited, a company incorporated under English law;
EGP	means Eurotunnel Group UK PLC, a company incorporated under English law and merged with GET SE on 31 October 2010;

26 DEFINITIONS

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 which is under the authority of the French Minister of Transport;
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 International 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 SE 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 SE;
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 SE	means Groupe Eurotunnel SE, previously a French soci et ´ e anonyme ´ converted into a European Company (Societas Europeas) on 26 December 2014;
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);
MyFerryLink	means the maritime activities carried out by Euro-TransManche SAS and its subsidiaries including MyFerryLink SAS;
Network	Means together SNCF and BRB

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 SE 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;
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 SE;
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;
Salamandre Plan	means the procedures designed to prevent and optimise control of risks pertaining to fire in the Tunnel;
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 SE in accordance with the securities note approved by the AMF on 20 February 2008 under number 08-032 and fully redeemed in shares;
Senior Independent Director	means an independent board member, appointed to assist the Chairman and Chief Executive Officer, on the proper functioning of governance bodies and the prevention of potential conflicts of interest and whose duties are set out in section 16.2.1 of this Registration Document;
Shares	means the ordinary shares of Groupe Eurotunnel SE trading on Euronext Paris as reference market and as a standard listing on the Official List of the United Kingdom Listing Authority and trading on NYSE Euronext London;
Short Straits	means any passenger or freight link connecting Dover, Folkestone or Ramsgate to Calais, Boulogne-sur-Mer, Ostende or Dunkirk;
Shuttle Service(s)	means the Truck Shuttle Services and the Passenger Shuttle Services;

26 DEFINITIONS

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;
SNCF R eseau (previously RFF) ´	means the former EPIC (French public industrial and commercial institution) owner and manager of rail infrastructure in France, R eseau Ferr ´ e de France, that under ´ ´ article 12 of the law of 4 August 2014, became SNCF R eseau. This amendment created a public rail group, headed up by a public body (SNCF) which controls and directs the strategy, economic consistency, industrial integration and social unity of the group and that of its two subsidiaries: the manager of the rail infrastructure ´ es); ´ (SNCF R eseau) and the rail operator (SNCF Mobilit
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 SE on 31 October 2010 and subsequently dissolved;
TNU SA	means TNU SA, formerly Eurotunnel SA, merged with GET SE 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;
Vision 2020	means the long-term collaborative policy launched by the Fixed Link employees in preparation for 2020.

METHODOLOGICAL NOTE TO CHAPTER 17 CORPORATE SOCIAL I RESPONSIBILITY

ANNEXE I – 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).

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 2015 to 31 December 2015).

Environmental data, however, is reported on a rolling year basis (from 1 October 2014 to 30 September 2015) 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 except MyFerryLink, given that operations in the MyFerryLink segment were discontinued in the course of the year, and the Eurotunnel Group entered into an agreement with the DFDS group concerning the bareboat charter of the ferries Berlioz and Rodin with an option for their subsequent sale. This justifies the exclusion of MyFerryLink from the social and environmental consolidation scope for 2015.

Choice of indicators

The purpose of the indicators is to monitor the commitments made by the Group and its progress in terms of environmental and workforce performance. The indicators were chosen by the Group because they are appropriate to its activities and serve the needs of stakeholders as well as it regulatory obligations.

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.

Internal consolidation and control

Workforce information is collected from each entity through a computerised data feedback system, which includes consistency checks. The data is checked and validated by the Group's entities and consolidated across the entire scope by the Group Human Resources Department.

Each entity's environmental information is collected through the computerised data feedback system. The data is checked and validated by each Group entity and 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.

I METHODOLOGICAL NOTE TO CHAPTER 17 CORPORATE SOCIAL RESPONSIBILITY

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 legislation,
• the representativeness of the measurements taken or limited availability of external 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 sites for which natural gas consumption 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.

Water consumption for un-metered sites was extrapolated by applying a ratio of water consumption in m3 per employee present on site. This ratio was calculated from sites which are metered.

As none of GBRf's sites are equipped with metres, Europorte France's ratio has been applied as their activities are similar.

GBRf's electricity consumption was limited to sites equipped with a meter. However, this covers more than 97% of the staff attached to a site (i.e. the total number of staff less mobile and home working staff).

A readjustment was made in the year 2015 to integrate the European subsidiaries in the reporting scope of the total wage bill. Also, training costs were adjusted following the increased reliability of data for the subsidiary GBRf.

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.

In the calculation of the rate of absenteeism for the four French Europorte entities, the number of scheduled hours is obtained by multiplying the number of full time equivalent staff by the number of theoretical hours.

The training budget is the sum of logistics costs (when available), external costs and the related staff costs. This last component has been estimated in 2013 and 2014 for the entity GBRf on the basis of gross payroll divided by the number of hours worked, and then multiplied by the total number of training hours conducted by the subsidiary. The data for GBRf in 2015 shows the total external training costs.

External audit

In order to ensure that it provides reliable information, each year the Eurotunnel Group requests the opinion of independent third party regarding the quality of its workforce and environmental information collection and reporting procedures. In 2015, the audit was carried out by KPMG. The 2015 assurance report expresses reasonable assurance for three environmental and seven social indicators (information marked ✔), and limited assurance for all other information presented in chapter 17 of this Registration Document.

ANNEXE II – 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
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

II REGISTRATION DOCUMENT CHECKLIST

Number	Heading as set out in the Regulation	chapter(s)/section(s)
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
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

(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 2014 has been incorporated by reference in this Registration Document. It appears in chapter 9 of the 2014 Registration Document.

Number	Heading as set out in the Regulation	chapter(s)/section(s)
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 incorporation corporate governance regime	section 16.10
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 17.2.4
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 17.2.4
17.3	Arrangements for involving the employees in the capital of the issuer	paragraph 17.2.4
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

II REGISTRATION DOCUMENT CHECKLIST

Number	Heading as set out in the Regulation	chapter(s)/section(s)
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	sections 16.9.4, 16.9.5 and 17.7
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
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

Number	Heading as set out in the Regulation	chapter(s)/section(s)
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 III – TABLE OF CROSS-REFERENCES

◦ ◦

This Registration Document includes all the elements of the management report of GET SE 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 SE 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 SE, 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 SE (including GET SE's exposure to financial risks)	chapter 4
8	Indications concerning the use of financial instruments and aims and policy of GET SE 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 SE 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 director in any company during the past financial year	section 14.1
13	Total remuneration and benefits of any nature paid to each executive officer during the past financial year(1)	chapter 15

⁽¹⁾ This includes remuneration and benefits from GET SE 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.

Number	Information	Reference
14	Commitments of any nature made by GET SE for the benefit of its executive 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 SE securities by directors	section 16.7
16	Key environmental and social indicators	chapter 17
17	Workforce information: • Employment • Work organisation • Employee relations • Health and safety • Training • Diversity and equal opportunities • Promotion and compliance with the provisions of the fundamental texts of the International Labour Organisation	section 17.2 paragraph 17.2.4 paragraph 17.2.2 paragraph 17.2.3 paragraph 17.2.1 paragraph 17.2.5 paragraph 17.1.4 paragraphs 17.1.1, 17.2.3 and 17.2.4
18	Employees shareholdings	paragraphs 17.2.8
19	Environmental information: • General environmental policy • Pollution and waste management • Sustainable use of resources • Climate change • Protection of biodiversity	section 17.4 paragraph 17.4.1 paragraph 17.4.3 paragraphs 17.4.2 and 17.4.3 paragraph 17.4.2 paragraph 17.4.4
20	Information regarding social commitments to support sustainable development: • Territorial, economic and social impact of the business of the company • 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 • Sub-contracting and suppliers • Good commercial practices • Other actions taken in favour of human rights	section 17.3 paragraph 17.3.3 paragraph 17.3.2 paragraph 17.3.4 paragraph 17.3.4 paragraph 17.1.1
21	Information on policy concerning the prevention of technological accidents, GET SE'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 SE 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 than1/20, 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 than1/20, 1/10, 3/20, 1/5, 1/4, 1/3, 1/2, 2/3 or 19/20 of the share capital or the GET SE voting rights at general meetings	sections 18.1 and 18.2
25	Injunctions or fines for anti-competitive practices	section 4.2.7

III TABLE OF CROSS-REFERENCES

Number	Information	Reference
26	Elements likely to have an impact on any public offer: • Structure of the capital of GET SE • Statutory restrictions on the exercise of voting rights, transfers of shares, and provisions of agreements of which GET SE is made aware pursuant to article L. 233-11 of the French Commercial Code	section 18.1 and paragraph 21.1.8 paragraphs 21.1.2 and 21.2.8
	• Direct or indirect holdings in the capital of GET SE, of which GET SE 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 SE 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 SE	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 SE 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 SE 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 SE 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
33	Information on holdings	chapter 25
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 SE 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.

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 SE	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	paragraph 16.9.4
III	OTHER REPORTS
1	Statutory auditors' special report on regulated agreements	paragraph 16.9.5
2	Independent third party's attestation of disclosure and limited assurance report on the social, environmental and societal information published in the management report of Groupe Eurotunnel SE	section 17.7

GROUPE EUROTUNNEL SE

European Company with a capital of €220,000,000 483 385 142 R.C.S. Paris 3, rue La Boétie 75008 Paris - France

www.eurotunnelgroup.com