CHARGEURS - Minutes of the Annual General Meeting held on April 30, 2024

Minutes of the Annual General Meeting held on April 30, 2024

The Annual General Meeting of Chargeurs’ shareholders was held on Tuesday, April 30, 2024 at l’Apostrophe (83, avenue Marceau, 75116 Paris, France) and chaired by the Company’s Chairman and Chief Executive Officer, Mr. Michaël Fribourg. Shareholders holding 75.51% of the voting rights were present or represented at the meeting and approved, by a large majority, all the ordinary and extraordinary resolutions, particularly the parent company and consolidated financial statements of fiscal 2023. 

The detailed results of the votes, resolution by resolution, are available on the Chargeurs website in the “General Shareholders' Meeting” section, after certification of the attendance sheet by the Shareholders' Meeting Office, via the following link: https://www.chargeurs.com/combined-shareholdersmeeting/?lang=en

Governance

At the General Meeting of April 30, 2024, the following resolutions relating to the composition of the Board of Directors were adopted:

-          Renewal of the directorship of Mr. Michaël Fribourg, with 92.85% of votes in favor. The Group's shareholders have reaffirmed their confidence in Michaël Fribourg by renewing his term of office as Director for a further three years, until the close of the Annual General Meeting to be held in 2027 to approve the financial statements for the year ending December 31, 2026. 

-          Appointment of the company Colombus Holding 2 S.A.S. as Director, represented on the Board by

Mr. Georges Ralli, with 99.83% of votes in favor, for a term of three years, until the close of the Annual General Meeting to be held in 2027 to approve the financial statements for the year ending December 31, 2026.

-          Appointment of Mrs. Stéphanie Cassan-Fribourg as Director, with 99.83% of votes in favor, for a term of three years, until the close of the Annual General Meeting to be held in 2027 to approve the financial statements for the year ending December 31, 2026.

Following the General Meeting, the Chargeurs’ Board of Directors is composed as follows:

•               Chairman : Mr. Michaël Fribourg

•               Mrs. Anne-Gabrielle Heilbronner, Independent Director

•               Mrs. Isabelle Guichot, Independent Director

•               Mrs. Alexandra Rocca, Independent Director

•               Colombus Holding S.A.S., represented by Mr. Emmanuel Coquoin

•               Colombus Holding 2 S.A.S., represented by Mr. Georges Ralli

•               Mrs. Stéphanie Cassan-Fribourg

•               Mr. Nicolas Urbain

The Board of Directors, keen on modernizing its organization, has evolved the nature and composition of the Specialized Committees as follows, now totaling three: Audit Committee : 

•               Chair : Mr. Emmanuel Coquoin

•               Mr. Georges Ralli

•               Mrs. Isabelle Guichot

Governance and Compensation Committee:

•               Chair : Mrs. Alexandra Rocca

•               Mrs. Stéphanie Cassan-Fribourg Sustainable Strategy Committee:

•               Chair : Mr. Nicolas Urbain

•               Mrs. Anne-Gabrielle Heilbronner 

The Sustainable Strategy Committee, which is an innovation within the board, will be responsible for supporting the Board of Directors' discussions on the strategy and implementation of the Group's Sustainable Development policy. It will play a special role in the preparations for the future Strategic Plan 2025-2030, to be presented in the first quarter of 2025.

The Board of Directors currently has eight members, including three independent woman directors and one woman director. This means that 50% of the Board is made up of women exceeding the mandatory legal 40% women Board membership quota.

Appointment of Grant Thornton S.A.S. as Statutory Auditor to certify information on sustainability

Appointment of the company Grant Thornton S.A.S. as auditor in charge of certifying sustainability information, with 99.83% of votes in favor, for a term of three years, until the close of the Annual General Meeting to be held in 2027 to approve the financial statements for the year ending December 31, 2026.

Compensation paid to the Chairman and Chief Executive Officer and non-executive Directors

In accordance with the provisions of Articles L. 22-10-8 and L. 22-10-34-I of the French Commercial Code, the Annual General Meeting approved the compensation policy for the Chairman and Chief Executive Officer in respect of the 2024 financial year (ex-ante vote), as well as all the fixed, variable and exceptional compensation components making up the total compensation and benefits of all kinds paid or awarded in respect of the 2023 financial year to the Chairman and Chief Executive Officer in respect of his office (expost vote).

In addition, the Annual General Meeting approved the Directors' compensation policy for fiscal 2024, in accordance with Articles L. 22-10-14 and L.22-10-8 of the French Commercial Code (ex-ante vote), as well as the disclosures referred to in Article L. 22-10-9 of the French Commercial Code relating to the compensation paid or allocated to each corporate officer in respect of fiscal 2023 (ex-post vote).

Option to receive interim dividends in shares

The Annual General Meeting approved the option to pay interim dividends in shares in respect of the 2024 financial year. The newly issued shares would carry immediate dividend rights and would be assimilated to the other shares making up Chargeurs' share capital from the date of issue.

 ABOUT CHARGEURS

 CHARGEURS is a diversified international holding company, world leader in high value added niche markets. Located in nearly  100 countries with nearly 2,300 employees, the Group is organized into two strategic business segments: Technologies and  Luxury. 

Benefiting from the long-term strategy of the Fribourg Family Group, its invested and committed controlling shareholder,

 Chargeurs serves sectors with strong structural growth and expresses its know-how of excellence in the commercial, industrial, marketing and logistics fields. Chargeurs, whose global signature is High Emotion Technology, achieved revenues of €653.2 million in 2023.

The Chargeurs share is listed on Euronext Paris and is PEA-PME eligible. 

ISIN Code: FR0000130692, Bloomberg Code: CRI:FP, Reuters Code: CRIP.PA