from EXACOMPTA CLAIREFONTAINE (EPA:EXAC)
Annual report 2024
ORDINARY SHAREHOLDERS’
MEETING
OF 27 MAY 2025
FISCAL YEAR 2024
REPORTS OF THE BOARD OF DIRECTORS
PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
REPORTS OF THE STATUTORY AUDITORS
DRAFT RESOLUTIONS
Board of Directors
François Nusse, Chairman and Chief Executive Officer
Dominique Daridan
Louise de l’Estang du Rusquec
Céline Goblot
Charles Nusse
Frédéric Nusse
Gabriel Nusse
Guillaume Nusse
Jérôme Nusse
Laurent Nusse
Monique Prissard
Emmanuel Renaudin
Caroline Tamponnet
Caroline Valentin
Statutory Auditors
BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
Isabelle Sagot
ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
Hugues de Noray – Nicolas Aubrun
Contents: page
Ordinary Shareholders’ Meeting
Agenda of the Ordinary Shareholders’ Meeting 4
Certification of the annual report 4
Board of Directors’ report to the Ordinary Shareholders’ Meeting 5
Board of Directors’ report on corporate governance 15
Group Organisational Chart 18
Exacompta Clairefontaine – Parent company financial statements 19
Statutory Auditors’ report on the parent company financial statements 32
Statutory Auditors’ special report on regulated agreements 36
Exacompta Clairefontaine Group – Consolidated financial statements 37
Statutory Auditors’ report on the consolidated financial statements 69
Resolutions submitted to the Ordinary Shareholders’ Meeting 72
3
ORDINARY SHAREHOLDERS’ MEETING
Agenda:
Ø Board of Directors’ report on operations and the parent company financial statements for fiscal year 2024;
Ø Board of Directors’ report on operations and the consolidated financial statements for fiscal year 2024;
Ø Board of Directors’ report on corporate governance;
Ø Reports of the Statutory Auditors
- on the parent company financial statements
- on regulated agreements
- on the consolidated financial statements
Ø Approval of the parent company financial statements for the year ended 31 December 2024;
Ø Approval of the consolidated financial statements for the year ended 31 December 2024;
Ø Appropriation of earnings;
Ø Agreements governed by Article L. 225-38 of the French Commercial Code;
Ø Directors’ appointments and fees;
Ø Appointment of the sustainability auditors.
THE BOARD OF DIRECTORS
Certification of the annual report:
I hereby certify that to the best of my knowledge the financial statements have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets and liabilities, financial position and earnings of the company and all the companies included in the consolidation and that the management report enclosed herein presents a true and fair view of the operations, earnings and financial position of the company and all the companies included in the consolidation, as well as a description of the main risks and uncertainties facing them.
Jean Marie Nusse
Executive Vice President
REPORT OF THE BOARD OF DIRECTORS
TO THE ORDINARY SHAREHOLDERS’ MEETING
OF 27 MAY 2025
To the Shareholders,
1. REVIEW AND APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS
(€000) | 2024 | 2023 |
Operating revenue | 9,186 | 8,688 |
Operating income | 524 | 708 |
Net financial items | (1,432) | (11,114) |
Net income/(loss) | 856 | (11,452) |
A €12 million investment write-down was recognised in the 2024 financial statements, compared to an €18 million write-down in 2023.
EXACOMPTA CLAIREFONTAINE, the holding company, serves the Group companies, for which it manages the sales force and certain property assets.
It is also responsible for the Group’s financial management, consolidation, legal and tax services, communications and relations with shareholders. It coordinates actions taken relating to environmental certification.
Since January 2003, the subsidiaries have paid EXACOMPTA CLAIREFONTAINE a royalty equal to 0.2% of their added value for the previous year.
The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia, AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent company.
The amount of non-tax deductible expenses was €14,946.
5
INCOME FOR THE LAST FIVE YEARS (€)
Balance sheet date
Duration of the reporting period (in months) | 31/12/2024
12 | 31/12/2023
12 | 31/12/2022
12 | 31/12/2021
12 | 31/12/2020
12 |
CAPITAL AT YEAR-END Share capital Number of ordinary shares | 4,525,920 1,131,480 | 4,525,920 1,131,480 | 4,525,920 1,131,480 | 4,525,920 1,131,480 | 4,525,920 1,131,480 |
OPERATIONS AND RESULTS Revenue excluding tax Income before taxes, profit-sharing, depreciation, amortisation and provisions Income taxes Net depreciation, amortisation and provisions Net income/(loss) Distributed income | 2,063,827 11,754,270 (1,852,258) 12,750,549 855,980 *8,486,100 | 1,837,813 8,216,383 919,525 18,748,939 (11,452,081) 7,580,916 | 1,604,003 6,737,514 1,743,751 3,791,646 1,202,117 4,978,512 | 1,531,218 6,105,490 2,606,179 824,492 2,674,819 4,163,846 | 1,574,860 5,619,746 (489,242) 3,781,049 2,327,939 3,394,440 |
EARNINGS PER SHARE Income after taxes and profit-sharing and before depreciation, amortisation and provisions Income after taxes, profit-sharing, depreciation, amortisation and provisions Dividend paid | 12.03 0.76 *7.50 | 6.44 (10.12) 6.70 | 4.41 1.06 4.40 | 3.09 2.36 3.68 | 5.40 2.06 3.00 |
PERSONNEL Average number of employees Payroll Sums paid in employee benefits (social security, fringe benefits, etc.) | 31 3,939,202 1,604,490 | 32 3,494,137 1,499,343 | 35 3,911,311 1,556,828 | 36 3,453,317 1,334,748 | 37 3,348,232 1,244,552 |
* Dividend proposed
INVOICES RECEIVED AND ISSUED NOT SETTLED AT THE YEAR-END AND PAST DUE DATE
Invoices received | Invoices issued | |||||||||
1-30 days | 31-60 days | 61-90 days | 91 days and more | Total | 1-30 days | 31-60 days | 61-90 days | 91 days and more | Total | |
(A) - Late payments by age | ||||||||||
Number of invoices concerned | 5 | 0 | ||||||||
Total amount for the invoices concerned in € incl. VAT | 18,317 | – | – | 525 | 18,842 | – | – | – | – | – |
Percentage of total amount of purchases for the fiscal year | 1.1% | 0.0% | 1.1% | |||||||
Percentage of revenue for the fiscal year | ||||||||||
(B) - Invoices excluded from (A) relating to amounts receivable and amounts payable disputed or not recorded | ||||||||||
Number of invoices excluded | None | None | ||||||||
Total amount for excluded invoices in € incl. VAT | None | None | ||||||||
(C) - Standard payment terms used (contractual or statutory - Article L. 441-6 or Article L. 443-1 of the French Commercial Code) | ||||||||||
Payment terms used for calculating late payments | Contractual payment terms | Contractual payment terms |
SHARE AND SHAREHOLDER INFORMATION
The share listed at €174 on 2 January 2024 and €139 on 31 December 2024 (up -20.1%). The number of shares traded during the year was 13,397.
The parent company does not have a share buyback programme and there are no employee shareholders.
The capital of the parent company is composed of 1,131,480 shares and did not change during the period. A double voting right is granted to each fully paid-up share which has been registered for at least two years in the name of the same shareholder.
Our principal shareholder, Ets Charles Nusse, held 910,395 shares with double voting rights, representing 80.46% of the capital, at 31 December 2024.
LG Invest crossed above the 5% ownership threshold as notified by a declaration published by the AMF on 28 September 2021.
2. REVIEW AND APPROVAL OF THE 2024 CONSOLIDATED FINANCIAL STATEMENTS
2.1 EARNINGS
(€000) | 2024 | 2023 |
Income from continuing activities | 831,274 | 843,249 |
Operating income | 45,261 | 72,063 |
Net income before tax | 43,256 | 56,852 |
Net income after tax | 31,456 | 43,116 |
Group share | 31,456 | 43,116 |
2023 earnings were boosted by two non-recurring items totalling €16 million.
A €2 million goodwill impairment charge was recorded in the 2024 consolidated financial statements, compared to an €11,996,000 impairment charge in 2023.
Operating income is presented before this goodwill impairment.
On 27 February 2024, the Group acquired a controlling interest in Flock One, a company specialising in flocking for all types of decorative and technical application. Recorded goodwill amounted to €2.5 million.
Exacompta Clairefontaine Group 2024 EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortisation – amounted to €98,240,000 versus €115,589,000 in 2023.
The consolidated financial statements include transactions performed by the Group with Etablissements Charles Nusse, which provides advice and assistance to Group companies. Services provided are paid for in the form of a fee equal to 0.6% of the added value of each company for the previous year.
2.2 BUSINESS SECTORS
Paper
Production of fine uncoated papers in Western Europe increased by 6.4% in 2024 after falling by 25.8% in 2023 (source: CEPI).
Meanwhile, production at our four mills increased by 5.8% in 2023 and 1.3% in 2024, with 240,000 tonnes of paper reels produced.
The volume of orders received allowed our five machines to operate normally. We are compensating for the decline in certain graphic paper markets by developing specialty products.
After a downturn during the fiscal year, the price of pulp stabilised, leading to an average increase of around 5% over the full year. Our energy costs no longer benefited from the favourable conditions of 2022 and 2023.
Processing
The French stationery market posted an average 5.6% decline in volume for manufactured papers and 6.9% for filing articles (source: GFK). Sales growth in Europe and diversification efforts have enabled us to maintain our revenues overall. We are reorganising our workshops to take account of the reduced consumption of certain product families.
2.3 FINANCIAL POSITION
2.3.1 Debt
2024 revenue amounted to €831,274,000. At 31 December 2024, gross borrowings stood at €209,347,000 including €41,607,000 of financial liabilities arising from the capitalisation of leases. Consolidated shareholders’ equity was €536,108,000.
The Group has negotiated additional lines of credit with its banks totalling €28,379,000. At the balance sheet date, outstanding commercial paper issued by the Group amounted to €10 million out of a global programme of €125 million.
With gross cash and cash equivalents of €189,496,000 at 31 December 2024, Group net borrowings amounted to €19,851,000.
Excluding technical financial liabilities generated by the application of IFRS 16, the Group posted net cash of €21,756,000 at 31 December 2024 compared to €11,089,000 the previous year.
2.3.2 Financial instruments
The Group does not hold interest rate hedging instruments and it was not considered appropriate to use new derivative financial instruments.
Under its cash management policy, the Group does not hold or issue financial derivatives for transaction purposes.
2.4 RISK MANAGEMENT
The Group has conducted an analysis of the risks that may have a material adverse impact on its business, financial position and earnings. The results of this analysis indicate that there are no significant risks other than those listed below.
2.4.1 Risks related to economic activity
• Declining trend in consumption
This decline, mainly due to digital competition, impacts all developed countries. In France, figures published by ADEME two years ago showed an average annual reduction of 3% for reams, 8% for envelopes and 2.5% for stationery. More recent studies raise fears of an acceleration of this phenomenon.
Europe is a relatively self-sufficient market for these products. It is dominated by large integrated industrial groups that produce and use their own pulp. The market for commercial pulp processed within the Group is a global market whose benchmark currency is USD.
To match supply to demand, many printing paper machines have been either stopped or converted, particularly for packaging production.
We ourselves develop papers and products outside the fields of printing and writing.
• Consumption of our products impacted by social phenomena
Consumption of office paper and filing materials was strongly affected by the change in work methods, particularly the ongoing widespread use of remote work, along with environmental concerns.
Our main customers are seeking to promote the circular economy and reduce their own carbon footprint, thereby driving the supply of recycled products, which we support, but also giving rise to new regulatory constraints and higher costs.
• Global upheaval
Since the start of the war in Ukraine in 2022, which sent energy prices soaring and caused major disruptions in raw material supplies, energy flows had gradually been reorganised and costs had stabilised.
In 2025, the implementation of customs barriers by the United States may have economic repercussions, the extent of which is still difficult to measure.
However, since our trade volumes with the United States are very low, the Group does not expect to see any major impact on its business.
2.4.2 Financial risks
Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions. However, it is exposed to certain risks related to the use of financial instruments in the context of its activities.
Risk management is performed by the operating units, in accordance with the policy established by senior management.
Credit risk
Credit risks represent the risk of financial loss for the Group if a third party fails to meet its contractual obligations.
→ Trade and other receivables
Our credit risk remains spread over a large number of clients even though there is a concentration of distributors of our products. The risk of default by business sector and by country in which the clients engage in their activities does not have a significant influence on credit risk.
The Group has implemented tools to monitor outstandings that enable it to ensure that its clients have an appropriate credit history.
Clients that do not satisfy solvency requirements cannot carry out transactions with the Group without making advance payments. Credit risk is also limited by taking out credit insurance policies.
The Group determines a level of write-downs that represents its estimate of losses that will be incurred in respect of trade and other receivables.
→ Investments
The Group limits its exposure to credit risk from investments, short-term deposits and other cash instruments by investing only in liquid securities.
As the counterparties are leading banks, the Group does not expect that any of them will default.
Liquidity risk
The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to meet its liabilities as they fall due without incurring unacceptable losses or damaging its reputation. To this effect, short-term financing (maturities of less than one year) is provided by commercial paper on which a fixed rate is paid.
The Group also has lines of credit to cover medium-term maturities, which can substitute or supplement commercial paper issuance. The related covenants are respected.
The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet future maturities.
Exchange rate and price risk
The Group operates internationally. Risks related to commercial transactions denominated in a currency other than the respective functional currencies of Group entities are related mainly to purchases of raw materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use options contracts to hedge forecast transactions in this currency.
2.4.3 Risks related to proceedings, tax audits and litigation
To the best of the Group’s knowledge, there are no pending or threatened government, judicial or arbitration proceedings that may have, or have had over the past 12 months, a significant impact on the Group’s financial position or profitability.
2.4.4 Financial risks relating to the impacts of climate change
The Group does not expect any major financial risk in the short or medium term directly linked to the rise in global average temperatures, the rise in sea levels or changes in biodiversity.
Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas emissions. The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030 period.
The total amount of allowances issued free of charge for 2024 amounted to 57,767 tonnes.
The statement of non-financial performance sets out the Group’s environmental policy. In particular, it provides details of energy consumption, greenhouse gas emissions and measures taken to reduce the carbon footprint of the Group’s operations.
2.5 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES
2.5.1 Definition of internal control
Internal control is defined as a process implemented simultaneously by the Board of Directors, senior management and the employees of a group, which is designed to provide reasonable assurance that objectives are reached in the following areas:
- effectiveness and efficiency of operations; - reliability of financial and accounting information; - compliance with the laws and regulations in force.
Internal control consists of all methods that management has implemented to provide reasonable assurance that objectives are reached and to prevent the occurrence of damaging events.
2.5.2 Purposes and limits
Internal control ensures control of the company’s operations and protects it from various types of risks, including:
- irregularities and fraud, including computer fraud;
- a material omission or inaccuracy in the processing of information and, therefore, in the financial statements;
- failure to comply with the company’s legal and contractual obligations;
- destruction, damage or disappearance of assets, or incorrect valuation of assets.
An internal control system, however efficient the system is, can provide only reasonable assurance and not an absolute guarantee as to the achievement of the company’s objectives, both because of the limits inherent in any process implemented by human beings and because of the limits on resources which all companies must take into account.
The Group relies on four types of financial and accounting information to guide its operations:
- the annual and interim parent company and consolidated financial statements;
- the quarterly statements (March and September – not published); - the projected financial statements (not published).
2.5.3 Procedures for processing financial and accounting information
Systematic identification of risks is the first step in internal control. Mapping the Group’s risks presents no specific problems and the main issues are as follows:
- control of raw materials purchases;
- environmental risks;
- protection of industrial assets and sites;
- control of the use of financial instruments and hedging foreign currency risk.
The financial and accounting procedures that are applied in the various Group companies may be summarised as follows:
- preparation of projected financial statements;
- budget monitoring;
- monitoring of intercompany revenue;
- intercompany account reconciliations;
- monitoring of monthly and year-to-date interim operating statements;
- monthly and year-to-date cash position;
- composition and performance of the investment portfolio;
- monthly monitoring of the subsidiaries’ short- and medium-term financial commitments, with transmission and control of operating working capital requirements.
The internal control of financial instruments is specifically monitored by senior management, with regard to the types of instruments used as well as the maximum risk levels incurred, which are measured daily.
These financial instruments (contracts or options) constitute a transaction that helps to reduce the risk of a variation in the value of an asset or liability, an unrealised future transaction to which they relate, or a future commitment.
The Group has no department dedicated to internal control that is responsible for conducting verifications on its behalf (either in the parent company or in the companies it controls).
The transactions contributing to the corporate activities of the Group and their presentation in the financial statements are verified, though not necessarily through the application of formalised procedures, by senior management or by its authorised representatives or agents, with the general goal of complying or ensuring compliance with the laws, regulations and standards in force, and of making every effort to prevent the occurrence of losses that could affect the Group’s ability to continue operations.
For processing financial and accounting information, the Group and its subsidiaries use the following systems:
- SAP, Navision, Sage (accounting & finance);
- Uloa (tax management);
- EPM (consolidation);
- Zadig (personnel management).
3. POST-BALANCE SHEET EVENTS
There are no significant post-balance sheet events to report.
4. OUTLOOK
Commercial demand was weak in the first quarter of 2025 and the global economic uncertainty does not offer much cause for optimism. Raw material prices are relatively stable and our energy costs are rising. We expect 2025 earnings to be down on 2024.
5. RESEARCH AND DEVELOPMENT
The stationery companies are constantly working on technical solutions for certain product ranges or client requests, via internal or external laboratories and machine testing. This technical development work to improve paper quality is not the result of innovative development targeting new paper manufacturing procedures or the market launch of completely new products. Our laboratories are primarily focused on testing the quality of manufactured products, fibre category substitution analysis and technical feasibility.
Processing companies regularly modify product design and new items are constantly being created. The items are not covered by specific programmes and generally require little specific development. One workshop is dedicated to developing specialist equipment that is not available on the market and is designed exclusively for the Group.
6. EMPLOYMENT INFORMATION
The Exacompta Clairefontaine Group had 3,362 employees at 31 December 2024. The French companies apply the collective agreement for the production of papers, cardboard and cellulose, or the collective agreement for cardboard packaging.
The Group Works Council met on 25 June 2024 to comment on the Group’s business and the economic and employment outlook for the year.
7. STATEMENT OF NON-FINANCIAL PERFORMANCE
The information required under Article L. 225-102-1 of the French Commercial Code is included in a separate document entitled “Statement of non-financial performance”, which is an integral part of this management report.
It provides information on the manner in which the Group takes into account the social and environmental consequences of its activity as well as its commitments to society in favour of sustainable development, the circular economy, combating discrimination and promoting diversity.
8. DRAFT RESOLUTIONS
8.1 APPROPRIATION OF EARNINGS
We propose the following appropriation:
Net income for 2024 ..................................................... €855,979.54
Withdrawal from other reserves .................................... €7,630,120.46
Total €8,486,100.00
Allocated as follows:
First dividend ............................................................... €226,296.00
Second dividend ........................................................... €8,259,804.00
Total dividends €8,486,100.00
As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50.
The following table shows the dividends paid for the last three years:
Year | Dividend | Number of shares |
2021 | 3.68 | 1,131,480 |
2022 | 4.40 | 1,131,480 |
2023 | 6.70 | 1,131,480 |
8.2 DIRECTORS’ FEES
Your Board proposes that you approve directors’ fees in the amount of €115,000 to be paid to the directors of the company for the current year and past years.
8.3 DIRECTORS
Your Board proposes that you appoint the following directors, by separate resolutions:
- Ms Lorraine Nusse, residing in Paris 7th district;
- Mr Amaury de Monicault, residing in Paris 15th district; - Mr Pierre Bordeaux Montrieux, residing in Paris 7th district; - Mr Julien Nusse, residing in Paris 7th district.
These appointments, which are valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for the year 2030.
8.4 VERIFICATION OF SUSTAINABILITY INFORMATION
Your Board proposes that you appoint our statutory auditors as verifiers of the compliance of sustainability reporting with the requirements of Directive 2013/34/EU, namely:
- BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
- ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements for the year 2025.
REPORT ON CORPORATE GOVERNANCE
1. List of offices and positions held by corporate officers
Charles Nusse
- Member of the Supervisory Board of Ets Charles Nusse
- Chairman, Exaclair Ltd (GB)
- Joint Managing Director, Ernst Stadelmann (AT)
- Joint Managing Director, Exaclair GmbH (DE)
- Manager, Rodeco (DE)
- Chairman of the Board of Directors and Managing Director, Exaclair SA (BE)
- Director, Biella Schweiz (CH)
François Nusse
- Chairman of the Executive Board of Ets Charles Nusse
- Chairman, Exacompta
- Chairman, Papeteries Sill
- Chairman, Claircell Ingénierie
- Joint Managing Director, Ernst Stadelmann (AT)
- Managing Director, Exaclair SA (BE)
- Chairman of the Board of Directors, Biella Schweiz (CH)
Frédéric Nusse
- Chairman, Papeteries de Clairefontaine
- Chairman, Papeterie de Mandeure
- Chairman, Everbal
- Director, Schut Papier
- Joint Managing Director, Exaclair GmbH (DE)
Guillaume Nusse
- Chairman, Clairefontaine Rhodia
- Chairman, CFR
- Chairman, Madly
- Chairman, Flock One
- Sole director, Exaclair SA (ES)
- Manager, Brause Produktion (DE)
- Manager, Publiday (MA)
- Director, Eurowrap Ltd (GB)
- Chairman, Eurowrap A/S (DK)
- Managing Director, TCPF (BE)
Jean-Marie Nusse
- Member of the Ets Charles Nusse Executive Board
- Director, Exaclair SA, and TCPF (BE)
15
Jérôme Nusse
- Chairman, AFA
- Chairman, Editions Quo Vadis
- Chairman, Exaclair Italia (IT)
- Chairman, Quo Vadis Japan (JP)
- Chairman, Quo Vadis Editions (US)
- Secretary, Quo Vadis International Limitée (CA)
Laurent Nusse
- Chairman, Lavigne
- Chairman, Photoweb
Monique Prissard
- Member of the Ets Charles Nusse Executive Board
Caroline Valentin
- Member of the Supervisory Board of Ets Charles Nusse
Louise de L’Estang du Rusquec
- Executive at Société Générale Equipment Finance
Céline Goblot
- Managing Director, Zadig Productions
2. Terms of office expiring at the end of the year stated in brackets
The Board of Directors comprises twelve directors appointed by the shareholders and two directors representing the employees.
Monique Prissard (2024)
Louise de L’Estang du Rusquec (2024)
François Nusse (2025)
Frédéric Nusse (2027)
Guillaume Nusse (2027)
Jérôme Nusse (2027)
Dominique Daridan (2028)
Céline Goblot (2028)
Caroline Valentin (2028)
Gabriel Nusse – (2028)
Laurent Nusse – (2028)
Charles Nusse (2029)
Emmanuel Renaudin, Director representing employees (2030)
Caroline Tamponnet, Director representing employees (2030)
The Board does not currently hold any delegation of authority granted at the Shareholders’ Meeting for the purposes of capital increases.
3. Corporate governance
The Board of Directors has not considered it necessary to refer to a Corporate Governance Code. Likewise, no committees or other bodies have been set up to assist the Board of Directors.
The operation of the Board of Directors is governed by a set of internal procedural rules, amendments to which are decided at Board meetings.
A Code of Conduct governing behaviour for the prevention and detection of corruption or influencepeddling was approved by the Board of Directors in May 2017.
4. Agreements
There are no agreements governed by Article L. 225-38 of the French Commercial Code.
The fee equal to 0.2% of the prior year’s added value in respect of the assistance agreement between Exacompta Clairefontaine and its wholly-owned subsidiaries is excluded, pursuant to the first paragraph of Article L. 225-39 of the said Code, and the agreement is treated as an arm’s length agreement. The most recent update of the agreement was approved by the Board of Directors on 26 March 2014. The Board of Directors’ meeting of 27 May 2015 qualified it as an “ordinary transaction entered into under arm’s length terms”.
This agreement has been in place in intent and amount since 2003, as detailed in the management report.
No agreement was entered into during the year ended between a subsidiary and an executive or shareholder holding more than 10% of the voting rights of Exacompta Clairefontaine.
17
GROUP ORGANISATIONAL CHART
18
Exacompta Clairefontaine S.A.
Parent Company Financial Statements for the year ended
31 December 2024
19
BALANCE SHEET AND INCOME STATEMENT
ASSETS (€000) | 31/12/2024 | 31/12/2023 |
Intangible assets Concessions, patents, licences, trademarks Intangible assets in progress | - | - |
Property, plant and equipment Land Buildings Other PP&E PP&E in progress | 3,884 6,657 13 - | 3,888 7,336 15 - |
Non-current financial assets Equity interests Intercompany receivables Loans Other financial assets | 279,570 16,515 31,540 507 | 291,570 9,463 37,992 507 |
TOTAL NON-CURRENT ASSETS | 338,686 | 350,771 |
Inventories Advances and progress payments made on orders Receivables Trade and intercompany receivables Other receivables Prepaid expenses Cash and cash equivalents | 198 8 1,683 73,857 462 41,540 | 198 12 1,609 82,959 434 14,492 |
TOTAL CURRENT ASSETS | 117,748 | 99,704 |
Currency translation adjustment | - | 38 |
TOTAL ASSETS | 456,434 | 450,513 |
LIABILITIES AND SHAREHOLDERS’ EQUITY (€000) | 31/12/2024 | 31/12/2023 |
Share capital Share, merger and contribution premiums Revaluation surplus Reserves Statutory reserve Other reserves Retained earnings | 4,526 162,566 485 453 98,344 | 4,526 162,566 485 453 117,377 |
Profit/(loss) for the year | 856 | (11,452) |
Regulated provisions | 2,226 | 2,139 |
SHAREHOLDERS’ EQUITY | 269,456 | 276,094 |
Provisions For contingent liabilities For charges | - 321 | 38 310 |
TOTAL PROVISIONS | 321 | 348 |
Borrowings Bank loans and borrowings | 44,366 | 54,500 |
Operating payables Trade payables Taxes and social security contributions payable Other payables Deferred income | 256 963 140,851 167 | 322 5,167 113,887 195 |
TOTAL PAYABLES | 186,603 | 174,071 |
Currency translation adjustment | 54 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 456,434 | 450,513 |
INCOME STATEMENT (€000) | 31/12/2024 | 31/12/2023 |
Revenue | 2,064 | 1,838 |
Operating subsidies Reversals of depreciation, amortisation and provisions, expense transfers Other income | 6,505 617 | 6,267 583 |
OPERATING REVENUE | 9,186 | 8,688 |
Purchases and other supplies Other purchases and external expenses Taxes, duties and similar payments Salaries and wages Social security contributions Increases in depreciation/amortisation of non-current assets Provision charges Other expenses | 1,935 205 3,939 1,605 691 101 186 | 1,907 205 3,494 1,499 692 7 176 |
OPERATING EXPENSES | 8,662 | 7,980 |
OPERATING INCOME | 524 | 708 |
Financial income from equity investments Income from other securities and receivables from non-current assets Other interest and similar income Reversals of provisions, expense transfers Positive currency translation adjustments Net profit on sales of marketable securities | 11,322 350 4,462 38 482 | 7,321 414 4,521 26 117 |
FINANCIAL INCOME | 16,654 | 12,399 |
Increases in depreciation, amortisation and provisions Interest expense and similar expenses Negative currency translation adjustments Net expenses on sales of marketable securities | 12,000 5,813 273 | 18,038 5,209 266 |
FINANCIAL EXPENSES | 18,086 | 23,513 |
NET FINANCIAL INCOME/(EXPENSE) | (1,432) | (11,114) |
INCOME/(LOSS) BEFORE TAXES | (908) | (10,406) |
Extraordinary income On operating transactions On capital transactions Reversals of provisions, expense transfers | 1 57 | 2 60 |
EXTRAORDINARY INCOME | 58 | 62 |
Extraordinary expenses On operating transactions On capital transactions Increases in depreciation, amortisation and provisions | 2 - 144 | 40 2 146 |
EXTRAORDINARY EXPENSES | 146 | 188 |
NET EXTRAORDINARY INCOME/(EXPENSE) | (88) | (126) |
Income taxes | (1,852) | 920 |
NET INCOME/(LOSS) FOR THE YEAR | 856 | (11,452) |
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
1. KEY EVENTS OF THE YEAR
Notes to the balance sheet prior to earnings appropriation for the year ended 31/12/2024, for which:
• Total assets amounted to €456,433,554
• Net income amounted to €855,979.54
1.1. Accounting principles, rules and methods
General accounting conventions have been applied, in compliance with the principle of prudence, in accordance with the following underlying assumptions:
• going concern;
• constant accounting methods from one year to the next;
• accruals concept, in accordance with the general rules regarding the preparation and presentation of annual financial statements.
The basic method used to value the items recorded is the historical cost method.
The financial statements are prepared in accordance with French accounting standards authority (ANC) Regulations 2014-03 et seq. regarding the French chart of accounts.
1.2. Comparability of the financial statements
The fiscal year is a period of 12 months that runs from 01/01/2024 to 31/12/2024.
1.3. Changes in accounting methods
There were no changes in the valuation and presentation methods applied to the parent company financial statements for the fiscal year ended compared to the previous year.
1.4. Key events of the year
A €12 million investment write-down was recorded in the financial statements.
1.5. Post-balance sheet events
Exacompta Clairefontaine did not identify any significant post-balance sheet events.
2. ACCOUNTING RULES AND METHODS
2.1. Fixed assets
2.1.1 Intangible assets and property, plant and equipment
Valuation:
Fixed assets are valued at acquisition cost (purchase price excluding ancillary expenses) or production cost.
Depreciation and amortisation:
Depreciation and amortisation are calculated using the straight line method based on the estimated useful life of each asset component, on the following bases:
q Software | 1 to 3 years |
q Buildings | 25 to 40 years |
q Fixtures and furnishings | 10 to 20 years |
q Office supplies and computer hardware | 3 to 10 years |
The difference between tax-related and economic depreciation/amortisation is recognised under accelerated depreciation/amortisation.
Write-downs:
At the end of each year, the company assesses the value of its fixed assets to determine whether there are indications of a loss in value. If so, the recoverable value of the asset is estimated. If the recoverable value is less than the book value, a write-down is taken for the amount of the difference.
2.1.2 Non-current financial assets
The gross value consists of the purchase cost, excluding ancillary expenses.
If fair value is less than gross value, a write-down is taken for the amount of the difference.
The fair value of equity interests is assessed on the basis of the fair value of the shareholders’ equity, as measured based on discounted future cash flows and net debt. The outlook of each subsidiary or group of subsidiaries is taken into account, in which case consolidated data may be included in the assessment.
2.2. Inventories
Inventories include the purchase of resinous wood made in 1997.
2.3. Receivables and payables
Valuation and impairment:
Receivables and payables are valued at their nominal amount. A write-down is taken against receivables when their fair value is less than their book value.
Receivables and payables denominated in foreign currencies:
These items are valued using the closing exchange rate on the balance sheet date.
Differences resulting from this valuation are recorded as currency translation adjustments, in assets or liabilities. Provisions are recorded for unrealised foreign exchange losses recognised under assets.
2.4. Cash
Short-term cash:
Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate determined at the moment of issue is paid on the commercial paper, which has a fixed maturity and a maximum term of 365 days.
At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of €125 million.
Lines of credit:
Lines of credit are in place with several banks for a total amount of €145 million, with maturities not exceeding five years. The term of drawdowns ranges from 10 days to twelve months. As at 31 December 2024, none of these lines of credit had been used.
Marketable securities:
These are assets held for trading. The book value of €41,539,000 equals the market value at 31 December 2024. The book value is equal to the fair value.
2.5. Accelerated depreciation/amortisation
Accelerated depreciation consists of the difference between the depreciation calculated according to tax practices and that calculated according to the straight line method based on the estimated useful life. Accelerated depreciation totalled €2,226,000 at year-end.
2.6. Provisions for contingent liabilities and charges
2.6.1 Provisions for retirement indemnities
The method used to calculate the provision is the projected unit credit method.
The calculation is based on the following main assumptions:
• probability of retirement from the company, turnover, death
• total amount of benefits outstanding under the cardboard packaging (“Cartonnage”) collective agreement
• retirement age: between 60 and 67 years of age depending on the employee’s year of birth and status
• social security contributions rate: 45%
• discount rate: 3.15%
A provision for the full amount of the retirement commitment – including social security contributions – was taken at year-end and totalled €321,000.
2.6.2 Other provisions
Other provisions recorded correspond to foreign exchange losses resulting from currency translation differences and are non-material at 31 December 2024.
3. OTHER INFORMATION
3.1. Parent company consolidating the company’s financial statements
Exacompta Clairefontaine is 80.46% owned by Ets Charles Nusse SA, a French limited company (société anonyme) with an Executive Board and a Supervisory Board, with a share capital of €1,603,248, registered at 138 Quai de Jemmapes 75010 Paris.
3.2. Staff
The average headcount of the company totalled 31 persons in 2024 (1 administrative manager and 30 sales staff).
3.3. Tax consolidation
A tax consolidation agreement has been signed with all the French companies except Flock One. This agreement is automatically renewed every year.
The parent company of the tax group is Exacompta Clairefontaine.
The reported tax expense is the expense that would have been incurred in the absence of tax consolidation, subject to the following provisions:
• no limit on the profit against which loss carryforwards may be applied
• refunding of tax credits not applied by the company when these credits may be applied by the parent company
The tax savings realised by the parent company are returned to the subsidiaries when they become profitable and can charge their own losses.
The tax group incurred tax income of €1,927,000 for 2024.
3.4. Remuneration of administrative and management bodies
The members of the Board of Directors receive no remuneration from the company.
The total amount of director’s fees to be shared among the directors for 2024 is €100,000 and was awarded by a decision of the 25 May 2023 Shareholders’ Meeting.
3.5. Related party transactions
No material non-arm’s length transactions involving related parties were executed.
3.6. Off-balance sheet commitments
The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia, AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent company. Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.
4. BALANCE SHEET AND INCOME STATEMENT DATA
Share capital
Number of shares | Par value (€) | |
At 1 January | 1,131,480 | €4 |
At 31 December | 1,131,480 | €4 |
Change in shareholders’ equity (€000)
Shareholders’ equity at 31/12/2023 | 276,094 |
Dividends distributed | (7,581) |
Change in regulated provisions | +87 |
Net loss for fiscal year 2024 | 856 |
Shareholders’ equity at 31 December 2024 | 269,456 |
Change in gross non-current assets
€000 | Gross value b/fwd | Purchases | Sales | Decreases | Gross value c/fwd |
Concessions, patents, licences | 260 | 260 | |||
Intangible assets | 260 |
|
|
| 260 |
Land | 3,929 | 3,929 | |||
Buildings and fixtures | 25,038 | 25,038 | |||
Other PP&E | 151 | 6 | 17 | 140 | |
PP&E in progress | - | - | |||
Property, plant and equipment | 29,118 | 6 | 17 |
| 29,107 |
Equity interests | 352,570 | 352,570 | |||
Intercompany receivables | 9,463 | 7,057 | 5 | 16,515 | |
Loans | 37,992 | 6,452 | 31,540 | ||
Other financial assets | 507 | 507 | |||
Non-current financial assets | 400,532 | 7,057 |
| 6,457 | 401,132 |
Change in depreciation/amortisation of non-current assets
€000 | Amounts b/fwd | Additions | Reversals and outflows | Provisions c/fwd |
Concessions, patents, licences | 260 | 260 | ||
Intangible assets | 260 |
|
| 260 |
Land | 41 | 4 | 45 | |
Buildings and fixtures | 17,702 | 679 | 18,381 | |
Other PP&E | 136 | 8 | 17 | 127 |
Property, plant and equipment | 17,879 | 691 | 17 | 18,553 |
Table of subsidiaries and equity interests (€000)
Subsidiaries | Share capital Shareholders’ equity | % interest | Shares gross value net value | Loans | Dividends received | Revenue excluding tax |
PAPETERIES DE CLAIREFONTAINE 88480 Etival Clairefontaine SIREN no. 402 965 297 | 91,200 255,913 | 100% | 103,001 103,001 | 6,897 | 284,114 | |
EXACOMPTA 75010 Paris SIREN no. 702 047 564 | 2,160 127,171 | 100% | 115,693 100,693 | 16,087 | 3,150 | 152,348 |
AFA 75010 Paris SIREN no. 582 090 452 | 1,440 37,994 | 100% | 49,633 12,933 | 18,785 | ||
CLAIREFONTAINE RHODIA 68490 Ottmarsheim SIREN no. 339 956 781 | 22,500 43,631 | 100% | 40,912 40,912 | 15,453 | 1,275 | 96,525 |
PHOTOWEB 38120 Saint-Egrève SIREN no. 428 083 703 | 40 16,338 | 100% | 43,330 22,030 | 35,273 | ||
Equity interests |
|
|
|
|
|
|
Forestry cooperative FORÊT & BOIS DE L’EST | variable | 3 3 |
Change in provisions and write-downs
€000 | Amounts b/fwd | Additions | Reversals (used) | Reversals (not used) | Provisions c/fwd |
Accelerated depreciation/amortisation | 2,139 | 144 | 57 | 2,226 | |
Regulated provisions | 2,139 | 144 | 57 |
| 2,226 |
Foreign exchange losses | 38 | 38 | - | ||
Pensions and similar obligations Other expenses | 310 | 101 | 28 | 62 | 321 |
Provisions for contingent liabilities and charges | 348 | 101 | 28 | 100 | 321 |
Equity interests | 61,000 | 12,000 | 73,000 | ||
Write-downs | 61,000 | 12,000 |
|
| 73,000 |
Increases and reversals o operating o financial o extraordinary | 101 12,000 144 | 90 38 57 |
Total | 12,245 | 185 |
Receivables schedule
Receivables due (€000) | Gross amounts | < 1 year | > 1 year |
Non-current receivables Intercompany receivables | 16,515 | 16,515 | |
Loans | 31,540 | 6,517 | 25,023 |
Other financial assets | 507 | 507 | |
Current receivables Trade receivables | 1,683 | 1,683 | |
Personnel and related | 5 | 5 | |
Income taxes | 2,600 | 2,600 | |
Value added tax | 24 | 24 | |
Group and associates | 71,226 | 71,226 | |
Other receivables | 2 | 2 | |
Prepaid expenses | 462 | 462 | |
Total | 124,564 | 82,519 | 42,045 |
Payables schedule
Payables due (€000) | Gross amounts | < 1 year | 1-5 years | > 5 years |
Bank loans and borrowings | 44,366 | 19,396 | 24,255 | 715 |
Trade payables | 256 | 256 | ||
Personnel and related | 477 | 477 | ||
Social security organisations | 389 | 389 | ||
Income taxes | - | - | ||
Value added tax | 44 | 44 | ||
Other taxes, duties and similar items | 53 | 53 | ||
Group and associates | 140,232 | 140,232 | ||
Other payables | 619 | 619 | ||
Deferred income | 167 | 167 | ||
Total | 186,603 | 161,633 | 24,255 | 715 |
Breakdown of prepaid expenses and deferred income
€000 | Prepaid expenses | Deferred income |
Operating income/expenses | 224 | |
Financial transactions | 238 | 167 |
Total | 462 | 167 |
Breakdown of accrued expenses and accrued income
€000 | Accrued expenses | Accrued income |
Invoices not received/to be issued | 106 | 16 |
Tax and social security payables/receivables | 478 | - |
Financial transactions | 9 | 5 |
Total | 593 | 21 |
Breakdown of expense transfers
€000 | Expense transfers |
Transfer of external expenses | 1,306 |
Transfer of personnel expenses | 4,934 |
Transfer of taxes & duties | 176 |
Total | 6,416 |
Extraordinary income and expenses
€000 | 2024 | 2023 | |
Sale of property, plant and equipment | 1 | 2 | |
Reversal of accelerated depreciation | 57 | 60 | |
Other income | - | - | |
Total extraordinary income | 58 | 62 | |
Sale of property, plant and equipment | - | 2 | |
Increase in accelerated depreciation | 144 | 146 | |
Other expenses | 2 | 40 | |
Total extraordinary expenses | 146 | 188 |
Breakdown of income taxes
Breakdown – €000 | Income before tax | Taxes owed | Net income after tax |
Net income/(loss) from ordinary activities | (908) | 102 | (1,010) |
Net extraordinary income/(expense) | (88) | (22) | (66) |
Tax expense tax consolidation gain other tax effects | (1,927) (5) | 1,927 5 | |
Total | (996) | (1,852) | 856 |
Deferred and future tax position
€000 (at corporate income tax rate of 25%) | Amount |
Tax on: Accelerated depreciation/amortisation | 556 |
Total increases | 556 |
Prepaid tax on: Paid holiday | 63 |
Other | 93 |
Total reductions | 156 |
Net deferred tax position | 400 |
Tax loss carryforwards | 0 |
Net future tax position | 0 |
Exacompta Clairefontaine S.A.
Reports of the Statutory Auditors
q Report on the parent company financial statements
q Special report on regulated agreements
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY
REPORT OF THE STATUTORY AUDITORS ON THE PARENT COMPANY
FINANCIAL STATEMENTS
Year ended 31 December 2024
To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,
1. Opinion
In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the parent company financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31 December 2024, which are appended to this report.
We hereby certify that the parent company financial statements are, with regard to French accounting rules and principles, in order and accurate and fairly present the results of operations for the past year and the financial position, assets and liabilities of the company at the end of that year.
2. Basis of the opinion
Audit standards
We performed our audit in accordance with the professional standards applicable in France. We believe that the evidence we have gathered provides a reasonable basis for our opinion.
Our responsibilities pursuant to these standards are set forth in the section of this report entitled “Responsibilities of the Statutory Auditors relating to the audit of the parent company financial statements”.
Independence
We have performed our audit in compliance with the rules of independence provided for in the French Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1 January 2024 to the date of issue of our report.
Bases of assessments
Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the justification of our assessments, we draw your attention to the following assessments which, in our professional judgement, have been the most significant for the audit of the parent company financial statements.
The assessments carried out are part of our audit of the parent company financial statements, taken as a whole, and formed our opinion, which is expressed above. We do not express an opinion on individual items of these financial statements.
Valuation of equity interests and related receivables
Equity interests and related receivables, which are carried at a net amount of €296 million on the 31 December 2024 balance sheet, are initially recognised at cost and written down on the basis of their fair value.
As stated in Note 2.1.2 to the financial statements, the fair value is assessed on the basis of the fair value of the shareholders’ equity, as measured based on discounted future cash flows and net debt. The outlook of each subsidiary or group of subsidiaries is taken into account, in which case consolidated data may be included in the assessment.
The estimated fair value of these equity interests, based in particular on projected discounted future cash flows, requires the use of assumptions and estimates and the exercise of judgement by management.
Our work consisted in assessing the reasonableness of the estimated fair value of equity interests, based on information provided to us. Our work consisted mainly in verifying that the estimation of these values by management is based on an appropriate justification of the measurement method and figures used.
3. Specific verifications
We also performed the specific verifications required by law and regulations, in accordance with professional standards applicable in France.
Information provided in the Board of Directors’ management report and other documents addressed to the shareholders concerning the financial position and the parent company financial statements
We have no comments to make about the accuracy and consistency with the parent company financial statements of the information provided in the management report of the Board of Directors and in the documents addressed to the shareholders concerning the financial position and the annual financial statements.
We hereby confirm the accuracy and the consistency with the parent company financial statements of the information on late payments referred to in Article D. 441-6 of the French Commercial Code.
Information on corporate governance presented in the management report
We hereby certify that the section on corporate governance in the Board of Directors’ management report contains the information required by Article L. 225-37-4 of the French Commercial Code.
Responsibilities of senior management and of those charged with corporate governance relating to the parent company financial statements
It is the management’s responsibility to prepare the parent company financial statements representing a true and fair view in accordance with the French accounting rules and principles and to establish the internal control that it deems necessary for the preparation of the parent company financial statements free of material misstatements, whether due to fraud or error.
During the preparation of the parent company financial statements, it is the responsibility of management to assess the company’s ability to continue as a going concern, to present in these financial statements, if applicable, the necessary information on the going concern basis and to apply the standard accounting policy for a going concern, unless it is planned to wind up the company or discontinue operations.
The parent company financial statements were approved by the Board of Directors.
Responsibilities of Statutory Auditors relating to the audit of the parent company financial statements
It is our responsibility to prepare a report on the parent company financial statements. Our objective is to obtain reasonable assurance that the parent company financial statements, taken as a whole, are free of material misstatements. Reasonable assurance is a high level of assurance, without however guaranteeing that an audit performed in accordance with the professional standards applicable would systematically detect all material misstatements. Misstatements may be due to fraud or errors and are considered as material when it is reasonable to expect that they can, taken separately or together, influence the economic decisions that users of the financial statements take based on them.
As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the certification of the financial statements does not consist in guaranteeing the viability or quality of your company’s management.
As part of an audit performed in accordance with auditing standards applicable in France, the statutory auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:
- identifies and evaluates the risk of the annual financial statements containing material misstatements, whether due to fraud or error, develops and implements audit procedures in response to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of non-detection of a material misstatement due to a fraud is more serious than that of a material misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions, misrepresentations or the circumvention of internal control;
- obtains an understanding of the aspects of internal control that are relevant to the audit in order to develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the internal control system;
- assesses the appropriateness of the accounting methods used and the reasonableness of the accounting estimates made by the management, as well as of the related information provided in the annual financial statements;
- assesses the appropriateness of the management’s use of the going concern principle in accounting and, according to the evidence obtained, the existence or otherwise of material uncertainty connected with events or situations likely to cast significant doubt on the capacity of the company to continue its operations. This assessment is based on the evidence gathered up to the date of the auditor’s report, it being noted however that subsequent circumstances or events could compromise the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor draws the reader’s attention within their report to the disclosures provided in the parent company financial statements regarding this uncertainty or, if such disclosures are not provided or are not relevant, issues a qualified opinion or refuses to issue an opinion;
- appraises the overall presentation of the parent company financial statements and assesses whether said statements reflect the transactions and underlying events and thus provide a true and fair view thereof.
Paris and Nancy, 28 April 2025
Statutory Auditors
ADVOLIS | BATT AUDIT |
Hugues de Noray Nicolas Aubrun | Isabelle Sagot |
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY
SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED
AGREEMENTS
Year ended 31 December 2024
To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,
In our role as the statutory auditors of your company, we hereby present to you our report on regulated agreements.
It is our responsibility to inform you, on the basis of the information provided to us, of the essential characteristics and terms of the agreements of which we have been informed or which we have discovered during the course of our audit, as well as the reasons justifying the company’s interest in said agreements, without having to express an opinion on their usefulness or appropriateness or to seek out the existence of other agreements. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code, to assess the interest attached to entering into these agreements with a view to their approval.
It is also our responsibility, where appropriate, to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code in relation to the performance, during the past year, of agreements already approved by the Shareholders’ Meeting.
We have carried out the procedures that we judged necessary pursuant to the professional policies of the Compagnie Nationale des Commissaires aux Comptes (National Institute of Statutory Auditors) relating to this assignment.
Agreements submitted to the Shareholders’ Meeting for approval
We have not been informed of any agreement authorised and entered into during the past year and requiring to be submitted to the Shareholders’ Meeting for approval pursuant to the provisions of Article L. 225-38 of the French Commercial Code.
Agreements already approved by the Shareholders’ Meeting
We hereby inform you that we have not been informed of any agreement already approved by the Shareholders’ Meeting and whose performance continued during the past year.
Paris and Nancy, 28 April 2025
Statutory Auditors
ADVOLIS | BATT AUDIT |
Hugues de Noray Nicolas Aubrun | Isabelle Sagot |
Exacompta Clairefontaine S.A.
Consolidated financial statements for the year ended
31 December 2024
1. Consolidated financial statements
Consolidated financial position
€000 | 31/12/2024 | 31/12/2023 |
NON-CURRENT ASSETS | 358,007 | 361,502 |
Goodwill | 34,703 | 34,223 |
Intangible assets | 20,882 | 21,114 |
Property, plant and equipment | 296,292 | 300,188 |
Financial assets | 5,167 | 5,217 |
Deferred taxes | 963 | 760 |
CURRENT ASSETS | 593,509 | 574,582 |
Inventories | 269,190 | 272,571 |
Trade and other receivables | 129,701 | 132,510 |
Advances | 2,470 | 2,292 |
Taxes receivable | 2,652 | 111 |
Cash and cash equivalents | 189,496 | 167,098 |
TOTAL ASSETS | 951,516 | 936,084 |
Notes
(2.1.4)
(2.1.4)
(2.1.5)
(2.1.6)
(2.4)
(2.2.1)
(2.2.2)
(2.2.3)
SHAREHOLDERS’ EQUITY | 536,108 | 512,467 |
Share capital | 4,526 | 4,526 |
Consolidated reserves | 500,126 | 464,825 |
Net income – Group share | 31,456 | 43,116 |
Shareholders’ equity – Group share | 536,108 | 512,467 |
Minority interests | - | - |
NON-CURRENT LIABILITIES | 198,791 | 194,768 |
Non-current loans and borrowings | 126,803 | 112,844 |
Lease liabilities (IFRS 16) | 28,392 | 38,331 |
Deferred taxes | 24,279 | 24,174 |
Provisions | 19,317 | 19,419 |
CURRENT LIABILITIES | 216,617 | 228,849 |
Trade payables | 81,765 | 79,901 |
Current loans and borrowings | 40,937 | 43,165 |
Lease liabilities (IFRS 16) – short term | 13,215 | 14,359 |
Provisions | 5,345 | 6,226 |
Tax liabilities | 1,950 | 5,561 |
Other payables | 73,405 | 79,637 |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 951,516 | 936,084 |
(2.6)
(2.6)
(2.4)
(2.5)
(2.6)
(2.6)
(2.5)
(2.9)
Consolidated income statement
€000 | 2024 | 2023 |
Revenue | 831,274 | 843,249 |
- Sales of products | 813,135 | 821,802 |
- Sales of services | 18,139 | 21,447 |
Other operating income | 17,380 | 40,504 |
- Reversal of depreciation/amortisation | 120 | 14 |
- Subsidies | 5,403 | 7,404 |
- Other income | 11,857 | 33,086 |
Change in inventories of finished products and work-in-progress | (11,413) | (7,009) |
Goods and materials used | (396,914) | (399,306) |
External expenses | (126,083) | (122,906) |
Personnel expenses | (197,213) | (199,971) |
Taxes and duties | (8,631) | (8,576) |
Depreciation/amortisation | (52,638) | (50,173) |
Other operating expenses | (10,501) | (23,749) |
Operating income – before goodwill impairment | 45,261 | 72,063 |
Goodwill impairment / badwill gain | (2,000) | (11,996) |
Operating income – after goodwill impairment | 43,261 | 60,067 |
Financial income | 7,086 | 4,772 |
Financial expenses | (7,091) | (7,987) |
Net financial items | (5) | (3,215) |
Income taxes | (11,800) | (13,736) |
CONSOLIDATED NET INCOME | 31,456 | 43,116 |
Notes
(2.1.4 to
2.1.6)
(2.2.1)
(2.10)
(2.1.4,
2.1.5)
(2.1.1,
2.1.4)
(2.8)
(2.4)
Net income – minority share | - | - |
Net income – Group share | 31,456 | 43,116 |
Net income for the period | 31,456 | 43,116 |
Number of shares | 1,131,480 | 1,131,480 |
Earnings per share (basic and diluted) | 27.80 | 38.11 |
(2.3)
Comprehensive income statement
€000 | 2024 | 2023 |
Net income/(loss) | 31,456 | 43,116 |
Actuarial gains/losses on post-employment benefits Tax on items not reclassified to profit or loss | 324 (81) | 634 (158) |
Items not reclassified to profit or loss | 243 | 476 |
Currency translation differences arising from foreign entities’ financial statements Tax on items reclassified to profit or loss | (408) - | 3,175 - |
Items reclassified to profit or loss | (408) | 3,175 |
Items of other comprehensive income | - | - |
Total comprehensive income | 31,291 | 46,767 |
Attributable to: - the Group - minority interests | 31,291 - | 46,767 - |
Statement of changes in consolidated shareholders’ equity
€000 | ||||||||
Shareholders’ equity at 31/12/2022 | 4,526 | 92,745 | 367,818 | 619 | 5,661 | 471,369 | - | 471,369 |
Dividends distributed | (4,979) | (4,979) | (4,979) | |||||
Net income for the period | 43,116 | 43,116 | 43,116 | |||||
Items of other comprehensive income | 476 | 3,175 | 3,651 | 3,651 | ||||
Reclassification of actuarial gains/losses | 619 | (619) | - | - | ||||
Other restatements | (690) | (690) | (690) | |||||
Shareholders’ equity at 31/12/2023 | 4,526 | 92,745 | 405,884 | 476 | 8,836 | 512,467 | - | 512,467 |
Dividends distributed | (7,581) | (7,581) | (7,581) | |||||
Net income for the period | 31,456 | 31,456 | 31,456 | |||||
Items of other comprehensive income | 243 | (408) | (165) | (165) | ||||
Reclassification of actuarial gains/losses | 476 | (476) | - | - | ||||
Other restatements | (69) | (69) | (69) | |||||
Shareholders’ equity at 31/12/2024 | 4,526 | 92,745 | 430,166 | 243 | 8,428 | 536,108 | - | 536,108 |
Statement of consolidated cash flows
€000 | 2024 | 2023 |
Total consolidated net income | 31,456 | 43,116 |
• Depreciation, amortisation and provisions • Gains or losses on sales • Currency translation adjustments | 53,772 (117) (537) | 64,750 (10,431) (228) |
Cash flow before cost of borrowings and tax | 84,574 | 97,207 |
• Cost of borrowings • Tax charge for the period and deferred taxes | 4,000 11,800 | 3,190 13,736 |
Cash flow after cost of borrowings and tax | 100,374 | 114,133 |
• Change in operating working capital | (12,731) | 12,304 |
(1) Net cash flow from operating activities | 87,643 | 126,437 |
• Purchases of fixed assets • Sales of fixed assets • Changes in consolidation | (49,034) 2,066 (3,249) | (52,964) 25,930 (4,174) |
(2) Net cash flow from investing activities | (50,217) | (31,208) |
• New borrowings • Loans repaid • Lease liability payments • Change in interest paid • Dividends paid | 42,379 (30,140) (14,971) (3,786) (7,581) | 27,940 (33,297) (14,483) (2,980) (4,979) |
(3) Net cash flow from financing activities | (14,099) | (27,799) |
(4) Currency effect on cash | (93) | 1,303 |
(1+2+3+4) Total cash flow | 23,234 | 68,733 |
Notes
(2.1.4 to
2.1.6, 2.5)
(2.4)
Balance
sheet
(2.1.4 to
2.1.6)
(2.6)
Opening cash | 155,165 | 86,432 |
Closing cash | 178,399 | 155,165 |
Change in cash | 23,234 | 68,733 |
Change in cash
€000 | 31/12/2024 | 31/12/2023 | Change |
Reported cash and cash equivalents | 189,496 | 167,098 | 22,398 |
Bank overdrafts | (11,097) | (11,933) | 836 |
Net cash and cash equivalents | 178,399 | 155,165 | 23,234 |
Presentation of the consolidated financial statements
1- General principles – statement of compliance
The EXACOMPTA CLAIREFONTAINE Group consolidated financial statements are prepared in accordance with IFRS (International Financial Reporting Standards), as adopted within the European Union.
The Exacompta Clairefontaine Group consolidated financial statements have been approved by the Board of Directors. They will not be final until they have been approved by the Shareholders’ Meeting. No changes were made compared to the accounting rules and methods applied to the 2023 full-year consolidated financial statements.
2- Adoption of international standards
Standards, amendments and interpretations mandatory from 1 January 2024
- Amendments to IAS 1 – Classification of liabilities as current or non-current and non-current liabilities with covenants
- Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements
- Amendment to IFRS 16 – Lease liability in a sale and lease-back
The application of these amendments did not have a material impact on the Group’s financial statements.
Standards, amendments and interpretations mandatory after 2024
In 2024, the Group did not opt for the early application of any standard, amendment or interpretation approved by the European Union.
3- Changes in consolidation scope
On 27 February 2024, the Group acquired a controlling interest in Flock One, which generated revenue of €4 million for the nine-month 2024 fiscal year. Recorded goodwill amounted to €2.5 million.
The identifiable assets acquired and liabilities assumed were recognised at their acquisition date fair value.
4- Bases of preparation of the financial statements
The financial statements are presented in euros, rounded to the nearest one thousand euros.
They are prepared on the basis of historical cost, with the exception of financial instruments, which are stated at fair value.
The preparation of financial statements under IFRS requires the exercise of judgement by management in making estimates and assumptions that have an impact on the application of the accounting policies and on the amounts of the assets, liabilities, income and expenses.
The underlying estimates and assumptions are made based on past experience and other factors deemed reasonable in view of the circumstances. They also form the basis for the exercise of judgement required for determining the book values of assets and liabilities that cannot be obtained directly from other sources. Real values may differ from the estimated values.
The estimates and underlying assumptions are reviewed on an ongoing basis. The impact of changes in accounting estimates is recorded during the period in which the change occurs and all subsequent periods affected.
The accounting methods described below have been applied on a consistent basis to all the periods presented in the consolidated financial statements. Furthermore, said methods have been applied uniformly to all Exacompta Clairefontaine Group entities.
5- Consolidation of subsidiaries
The consolidated financial statements include the financial statements of the parent company, Exacompta Clairefontaine, and those of the entities controlled by the parent company (the “subsidiaries”).
Control means the power to direct, directly or indirectly, the financial and operating policies of the entity in order to obtain benefits from its activities.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control was obtained until the date on which control is no longer held.
The balances shown in the balance sheet, unrealised losses and gains, and the income and expenses resulting from Group transactions are eliminated in the consolidation.
Unrealised gains arising from transactions with affiliates are eliminated in proportion to the Group’s equity interest. Unrealised losses are eliminated in the same way, but only if they do not represent a loss in value.
6- Foreign currencies
The individual financial statements of each of the Group’s entities are presented in the currency of the economic environment in which the entity operates. For the purposes of the consolidated financial statements, the profit or loss and the financial position of each entity are stated in euros, which is the functional currency of Exacompta Clairefontaine S.A. and the currency in which the consolidated financial statements are presented.
Transactions in foreign currency are recorded at the exchange rate in effect on the date of the transaction. Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are converted to euros at the closing rate. The currency translation differences resulting from this conversion are recorded in the income statement as financial income or expense, as applicable.
The assets and liabilities of each individual entity that engages in its activity abroad are converted to euros at the exchange rates in effect at the balance sheet date. Income and expenses are converted at the average exchange rates for the period, which is a sufficient approximation of the rates on the transaction dates. The currency translation differences resulting from the conversion are recorded under currency translation adjustments as a separate shareholders’ equity account.
7- Business combinations
Business combinations are accounted for using the acquisition method.
- Acquisition cost corresponds to the fair value of assets obtained, equity instruments issued, where applicable, and liabilities incurred or assumed.
The costs related to the acquisition are recorded as expenses.
- Assets acquired and liabilities transferred are recognised at their acquisition date fair value.
Where applicable, the non-controlling interest in the acquired entity is measured either at fair value or at the share of the fair value of assets and liabilities of the subsidiary acquired. This option is available at each business combination and cannot be changed subsequently.
In the case of a step acquisition, the share of the interest held prior to the acquisition date is measured at its fair value. The related profit or loss is recorded in income.
If a business combination takes place under favourable conditions, the purchaser records the corresponding profit under income as at the acquisition date.
A business combination involving a number of entities under common control is a grouping in which all of the entities or operations that are grouped are ultimately controlled by the same party, both before and after the combination, and where this control is not temporary.
In the absence of specific provisions in the accounting standards, the Group applies the book value method to all transactions involving the entities under common control.
8- Goodwill
Goodwill arising from a business combination is valued as the excess of the consideration transferred over the net balance, as at the acquisition date, of identifiable assets acquired and liabilities assumed, measured at fair value.
The initial valuation of the business combination can be adjusted against goodwill if there is new information on circumstances existing at the acquisition date. The adjustment period in respect of the initial valuation is limited to 12 months from the acquisition date.
Subsequent changes in the percentage of the equity interest that do not impact the control of the acquired company are considered transactions between shareholders. The difference between the purchase (or disposal) value and the book value of the share acquired (or sold) is recognised under equity.
Goodwill is initially valued at cost and recorded as an asset in accordance with the principles set out in section 7 above. It is thereafter valued at cost, less accumulated impairment.
For the purposes of impairment testing, goodwill is allocated to the cash generating units (CGU) represented by the Group’s five departments: Paper; Office and filing articles; School stationery, fine arts and crafts; Diaries and calendars; Digital photography. They are comprised of subsidiaries or groups of subsidiaries with synergies and no independent cash flows.
These CGUs are largely independent of the consolidated Group and are smaller than the operating segments defined by IFRS 8 Operating segments.
Impairment tests are carried out on all cash generating units to which goodwill is allocated; these tests are performed annually, and at each account statement date if there is an indication of impairment.
The recoverable value of the CGUs is the higher of the market value and the value in use resulting from a discounted cash flow (DCF) analysis carried out as follows in accordance with IAS 36:
Discount rate equal to the expected market return for an equivalent investment, regardless of the financing sources. This discount rate is a post-tax rate applied to post-tax cash flows. Its use leads to the determination of recoverable values identical to those obtained by using a pre-tax rate applied to pre-tax cash flows.
3-year business plans approved by management.
Extrapolation of cash flow from operations beyond three years based on a growth rate specific to the industry.
If the recoverable value of the cash generating unit is less than that unit’s book value, the loss in value is first allocated to reducing the book value of any goodwill allocated to that cash generating unit, and then to other assets of the unit, pro rata to the book value of each asset in the unit.
Impairment of goodwill recorded in the income statement is not reversed in a subsequent period.
9- Property, plant and equipment
Group land and buildings are intended for use in the production or supply of goods and services, or for administrative purposes.
The Group does not hold any material real estate that should be classified as an investment. The industrial facilities and other equipment are operating assets for the production or supply of goods and services.
All Group property, plant and equipment is recorded at historical purchase cost, less accumulated depreciation and impairment.
Property, plant and equipment under construction comprises assets intended for use in production and is recorded at cost, less any impairment identified.
When items of property, plant and equipment have different useful lives, they are recorded as separate assets. All ongoing service and maintenance costs are recorded as expenses at the time they are incurred.
Depreciation is recognised as expenses using the straight line method, without any residual value. The depreciation is calculated based on the estimated useful life of each component of fixed assets on the following bases and by year:
- Land not depreciated
- Buildings 25 to 40 years
- Fixtures and furnishings 10 to 20 years - Plant and equipment 10 to 20 years
- Other office supplies and computer hardware 3 to 10 years
The useful life of the main assets is reviewed when the accounts are closed. Any change in the useful life is recorded on a prospective basis as a change in an accounting estimate.
10- Leases and right-of-use assets
Recognition of operating leases
All operating leases are recognised pursuant to a single model that records a leasing liability corresponding to the sum of the discounted future lease payments and a right-of-use asset amortised over the residual term of the lease.
Lease types
The leases are mainly real estate leases, with the remainder primarily corresponding to vehicles and handling equipment.
For the specific case of commercial leases, the term used for these leases is the generally enforceable period.
Interest rate
As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental borrowing rate to measure the lease liability.
It is established by reference to the interest rates of loans, whether taken out or not, that have similar maturities and payment profiles. In particular, the interest rate is established based on 7-10 year maturities applicable to real estate leases, which account for the majority of right-of-use assets.
11- Intangible assets
Research and development costs
Research costs are recorded as expenses in the year in which they are incurred.
Development expenses are recorded as a non-current asset if the costs can be reliably measured and if the Group can demonstrate the technical and commercial feasibility of the product or procedure, the existence of probable future economic benefits and its intention, as well as the availability of sufficient resources, to complete the development of and use or sell the asset.
When the requirements for recording development expenses in assets are not met, they are recognised as expenses for the year in which they are incurred.
Trademarks
Trademarks are recorded as intangible assets at fair value as at the purchase date. In the absence of a foreseeable limit on their capacity to generate net cash flows, the useful life of the trademarks used by the Group is considered to be indefinite.
They are not amortised but undergo an impairment test once a year and at each balance sheet date if there is an indication of any loss in value. The recoverable value is determined based on expected discounted cash flows.
Expenses for internally generated trademarks are expensed as incurred.
Other intangible assets
Other intangible assets purchased by the Group are recorded at cost less amortisation and accumulated impairment.
Amortisation is recognised as an expense under the straight line method over the estimated useful life, on the following bases and by year:
- Patents, licences and software 3 to 8 years
- Other intangible assets 5 to 10 years
12- Impairment of property, plant and equipment and intangible assets (excluding goodwill and trademarks)
At the end of each period, the Group reviews the book values of property, plant and equipment and intangible assets in order to determine whether there is any indication that an asset has suffered impairment. If it has, the recoverable value of the asset is estimated in order to determine the potential impairment.
The recoverable value of an asset is the higher of the fair value less costs to sell and the value in use. The value in use is estimated using the discounted future cash flows method. If the recoverable value is estimated to be less than the book value, impairment is recognised immediately in expenses in the income statement.
Impairment recorded for an asset during a prior period may be reversed if there has been a change in the estimates used to determine the recoverable value. However, any book values that have been increased following a reversal of impairment may not exceed the book value that would have been determined after depreciation or amortisation, if no impairment had been recorded. Impairment reversals are recorded in the income statement.
13- Financial assets
Unconsolidated equity interests are classified as assets available for sale and are measured at fair value; changes in fair value are recorded under shareholders’ equity.
If the fair value cannot be reliably estimated, equity interests continue to be measured at purchase cost. In the event of a write-down, the loss in value is recorded in the income statement.
Intercompany receivables and other non-current financial assets are measured initially at fair value and subsequently at amortised cost.
14- Trade and other receivables
Trade and other receivables are measured initially at fair value and subsequently at amortised cost. Any losses in value are recorded in the income statement when the recoverable value is less than the book value.
Impairment is established based on the credit losses expected over their useful life.
No one client individually accounts for more than 10% of the Group’s consolidated revenue.
15- Inventories
Inventories are valued at their purchase or production cost or, if lower, at their net realisable value. The net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.
The cost of inventories includes direct raw materials costs, direct labour costs and directly attributable general expenses incurred to put the inventories in place in their existing condition. In general, the cost is calculated using the weighted average cost method.
Greenhouse gas emission rights
Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas emissions. An allowance is a unit of account that represents the emission of one tonne of carbon dioxide.
The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030 period. The recognition methods applied by the Group are those derived from ANC Regulation 2012-03. Pursuant to the regulation, the Group applies the “production” model, in which the holding of allowances is linked to a production process that generates greenhouse gas emissions. The allowances are used in order to comply with the requirement to surrender them to the State.
The main features of the model applied by the Group are as follows:
The allowances are recorded under inventories.
- Allowances allocated by the State are recorded at zero value. They are treated purely in terms of volume.
- Purchased allowances are recorded at purchase cost.
Balance sheet valuation
- An impairment charge is recorded when the present value of inventories is lower than the book value.
- No specific valuation is carried out in the case of allocated allowances, as they are recorded at zero value.
Inventory withdrawal
- The allowances are withdrawn from inventories on an ongoing basis in line with actual CO2 emissions. Allocated allowances have no impact on the financial statements.
- Any gains or losses arising from the sale of emission allowances are recorded under operating income.
Requirements related to greenhouse gas emissions
- The basic requirement to surrender the CO2 emission allowances in accordance with emissions produced remains unchanged from the previous allocation periods.
- At the end of each reporting period, if the Group lacks a sufficient number of allowances [allocated + purchased] to meet its obligation to surrender allowances to the State, a liability representing the value of missing allowances to be purchased is recorded.
16- Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank balances and short-term investments in money market instruments.
These investments are immediately convertible into a known amount of cash or, depending on their nature, within a maximum period of 32 days with a negligible risk of a change in value.
Financial assets held for trading (marketable securities) are assets valued at fair value through profit or loss.
Bank overdrafts repayable on demand and current borrowings, which are an integral part of the Group’s cash management, are included in cash and cash equivalents for the purposes of the cash flow statement.
17- Derivative financial instruments
The Group no longer holds any derivative financial instruments for the purpose of limiting its exposure to interest rate risks.
The Group does not apply hedge accounting (cash flow and fair value hedges). The corresponding derivative financial instruments are included in financial assets and liabilities measured at fair value through profit or loss. The profit or loss resulting from subsequent measurements of the fair value is recorded immediately in income.
18- Loans
All interest-bearing loans are measured initially at fair value and subsequently at amortised cost.
Transaction costs are included in the initial measurement of financial instruments that are not measured at fair value through profit or loss. The transaction costs are the marginal costs directly attributable to the purchase or issuance of a financial instrument and do not include internal administration costs.
All loan expenses are recorded as expenses for the period in which they are incurred.
Put options granted to third-party minority shareholders of controlled subsidiaries constitute a financial liability. The liability is measured on the basis of the contracts and may be remeasured based on the results achieved by the entity. The Group records these put options as financial liabilities at the present value of the exercise price of these options after deduction of the related minority interests with an offsetting entry to shareholders’ equity, Group share. Subsequent changes in the liability are treated in the same manner.
19- Employee benefits
Defined contribution plans
Payments to a defined contribution plan are recorded as expenses at the time they are incurred.
Post-employment benefits
The Group’s net liability for defined benefit plans is estimated separately for each scheme by estimating the amount of the future benefits acquired by personnel in exchange for services rendered during the present and prior periods.
This amount is discounted to determine its present value and is reduced by the fair value of the plan assets. The discount rate is determined by referring to a market rate on the closing date based on the obligations of leading companies. The calculations are performed using the projected unit credit method.
Actuarial gains and losses are recorded under items of other comprehensive income and are not reclassified to profit or loss.
20- Provisions
A provision is recorded in the balance sheet when the Group has a current legal or constructive obligation resulting from a prior event and it is probable that an outflow of resources representing economic benefits will be necessary to satisfy the obligation.
A restructuring provision is recorded when a transaction is approved by the Group and has been the subject of a notification.
The amount recorded in provisions is the best estimate of the expense that will be required to satisfy the obligation. The amount is discounted when the impact is material.
21- Income and expenses
Revenue from contracts with customers
Sales of products and services are measured at the fair value of the consideration received or receivable, net of trade discounts and sales taxes.
Sales of goods are recorded in the income statement at the time of delivery of the goods and transfer of ownership to the buyer, who takes on their risks and benefits.
Income obtained from the provision of services is recorded in the income statement based on the percentage of completion of the service at the balance sheet date and is valued based on the work performed. The contracts entered into by the Group do not provide for variable considerations or payment terms over 1 year.
Public subsidies
The public subsidies that offset some expenses incurred by the Group are, with some exceptions, recorded as income in the income statement, for the period in which the expenses are incurred. The exceptions relate to public schemes targeted for the compensation of identified expenses, such as furlough schemes.
The subsidies that cover all or part of the costs of an asset are deducted from this asset to determine its cost price.
The subsidy is recorded as income over the useful life of the asset and can be amortised through a decrease in the depreciation expense.
Operating income
Operating income and expenses are classified by accounting type and not based on whether they are current or non-current.
Net financial items
Net financial items include interest payable on loans and cash liabilities, interest receivable on investments, foreign exchange gains and losses, and gains and losses on financial instruments that are recorded in the income statement.
22- Income tax
Income taxes include current tax expense or income and deferred tax expense or income. The tax is recorded in income unless it is related to items posted directly to shareholders’ equity, in which case it is recorded in shareholders’ equity.
The Cotisation sur la Valeur Ajoutée des Entreprises (CVAE – French business value added tax) is not classified as an income tax. The contributions are recorded under operating expenses.
Current tax is the estimated tax due on taxable income for a period and any adjustment of the amount of current tax for prior periods.
Deferred tax is determined using the balance sheet liability method for all temporary differences between the book value of the assets and liabilities and their tax bases, based on tax rates that were adopted or substantially adopted at the balance sheet date.
No deferred tax is posted in respect of the following items:
- Goodwill not deductible for tax purposes;
- Initial recording of an asset or liability that affects neither accounting income nor taxable income (except in the case of a business combination).
A deferred tax asset is not recorded unless it is probable that the Group will have future taxable income against which this asset can be charged. Deferred tax assets are reduced or not recorded when there is uncertainty as to whether sufficient taxable income will be available to recover them.
There are no tax losses that can be recognised as assets at the level of the Exacompta Clairefontaine tax group.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities due, when they involve taxes on income withheld by the same tax authority and the Group intends to pay them based on their net amount.
23- Management of financial risk
Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions. However, it is exposed to certain risks related to the use of financial instruments in the context of its activities.
Risk management is performed by the operating units, in accordance with the policy established by senior management.
Market risks
Exposure to market risks involves mainly exchange rate and interest rate risks.
q Foreign exchange risk
The Group operates internationally. Risks related to commercial transactions denominated in a currency other than the respective functional currencies of Group entities are related mainly to purchases of raw materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use options contracts to hedge forecast transactions in this currency.
q Interest rate risk
The Group previously contracted a number of interest rate swaps in respect of loans initially issued at floating rates, which exposed the Group to cash flow fluctuation risk.
Due to the current low fixed rates, it was not considered appropriate to use new derivative financial instruments.
Liquidity risk
The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to meet its liabilities as they fall due without incurring unacceptable losses or damaging its reputation.
To this effect, short-term financing (maturities of less than one year) is provided by commercial paper on which a fixed rate is paid.
The Group also has lines of credit to cover medium-term maturities.
The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet future maturities.
Credit risk
Credit risk represents the risk of financial loss for the Group if a client or counterparty to a financial instrument fails to perform its contractual obligations.
q Trade and other receivables
The credit risk remains spread over a large number of clients even though there is a concentration of distributors of our products. The risk of default by business sector and by country in which the clients engage in their activities does not have a significant influence on credit risk.
The Group has implemented tools to monitor outstandings that enable it to ensure that its clients have an appropriate credit history. Clients that do not satisfy solvency requirements cannot carry out transactions with the Group without making advance payments.
Credit risk is also limited by taking out credit insurance policies.
The Group determines a level of write-downs that represents its estimate of losses that will be incurred in respect of trade and other receivables.
Impairment charges correspond to specific losses related to individual risks. The amounts presented in the balance sheet are net of impairment recorded.
q Investments
The Group limits its exposure to credit risk from investments, short-term deposits and other cash instruments by investing only in liquid securities.
As the counterparties are leading banks, the Group does not expect that any of them will default.
24- Segment information
The operating segments are based on the Group’s internal organisation and are defined by area of activity.
The Group’s operating segments corresponding to its main areas of activity are as follows:
- Paper: production, finishing and formatting of paper
- Processing: manufacture of stationery, office and filing items and digital photos.
Transactions between the different operating segments are carried out on arm’s length terms.
Segment information by geographic area is also presented and is divided by sales-to-customer area in respect of revenues and by the area in which the consolidated companies are located in respect of other information.
2. Notes to the consolidated financial statements
2.1 Non-current assets
2.1.1 Intangible assets and goodwill
Trademarks
“Concessions, licences, trademarks and similar rights” includes trademarks totalling a net amount of €5,367,000.
Goodwill
Goodwill mainly pertains to the businesses of the digital department (€13.2 million) and the manufactured papers department (€19.6 million).
The annual impairment test of CGUs was performed in 2024 based on the cash flow value-in-use method, by discounting the future cash flows generated by the continuous use of each CGU.
The methods used for determining the value in use in 2024 are similar to those used in 2023.
The key assumptions used for determining the recoverable amounts are the discount rate and the growth rate used to determine the terminal value.
The cash flow discount rates used for CGUs were estimated based on the weighted average cost of capital, giving a pre-tax rate of between 10.17% and 12.12% for the four departments of the processing division and 14.48% for the paper department. They include a medium-term inflation rate of 2% in respect of a specific premium.
The long term perpetual growth rates of the CGUs range from 0% to 1.5%.
The assessment of the risk of impairment losses led to the recognition of a €2 million goodwill impairment charge for the Diaries & Calendars CGU.
The CGU has lost value due to a deterioration in expected cash flows resulting from the shrinking of its markets. It is also strongly influenced by seasonal factors, as most of its sales are made towards the end of the year, which explains the lack of indication of impairment at 30 June 2024.
In light of the impairment charge for part of this CGU’s goodwill, any changes in criteria, whether negative (e.g. performance and perpetual growth rate) or positive (discount rate) would lead to further impairment.
With regards to sensitivity to changes in key assumptions under the other tests, there is no reasonably likely change that could lead to significant impairment of other CGUs, given their margins and the tests conducted.
2.1.2 Property, plant and equipment
The useful life of the principal assets has been reviewed by the Group. No changes in useful life leading to a material change in the accounting estimates were identified during the period.
IFRS 16 – Leases
As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental borrowing rate to measure the lease liability. Real estate leases account for nearly 90% of leases in terms of right-of-use asset value.
Lease categories at 31/12/2024
€000 | Real estate | Industrial equipment | Other | Total |
Right-of-use assets | 88,600 | 4,694 | 4,836 | 98,130 |
Depreciation | 51,727 | 2,426 | 2,708 | 56,861 |
Net amount | 36,873 | 2,268 | 2,128 | 41,269 |
The income statement shows a right-of-use asset depreciation expense of €15,007,000 and lease interest payments totalling €363,000.
Leases are aggregated in the tables of changes in property, plant and equipment.
2.1.3 Financial assets
Unconsolidated equity interests and other long-term investments are stated at cost if there is no reliable fair value.
Intercompany receivables, loans and other financial assets are valued at amortised cost. The book value is equal to the fair value.
Other receivables mainly comprise deposits and guarantees totalling €3,817,000.
2.1.4 Intangible assets and goodwill
At 31 December 2024 (€000) | Goodwill | Concessions, licences, trademarks and similar rights | Other | Total intangible assets |
Gross value b/fwd | 53,219 | 66,781 | 9,208 | 75,989 |
Purchases | 2,480 | 5,546 | 39 | 5,585 |
Sales | (11,397) | (73) | (11,470) | |
Changes in consolidation scope | 61 | 61 | ||
Currency translation adjustments | (372) | 29 | (343) | |
Transfers and other changes | 280 | (3,227) | (2,947) | |
Gross value c/fwd | 55,699 | 60,899 | 5,976 | 66,875 |
Amortisation and write-downs b/fwd | 18,996 | 47,574 | 7,301 | 54,875 |
Sales | (11,388) | (73) | (11,461) | |
Changes in consolidation scope | 54 | 54 | ||
Amortisation | 5,399 | 462 | 5,861 | |
Write-downs | 2,000 | |||
Reversals | ||||
Currency translation adjustments | (353) | 17 | (336) | |
Transfers and other changes | (3,000) | (3,000) | ||
Amortisation and write-downs c/fwd | 20,996 | 41,286 | 4,707 | 45,993 |
Net book value b/fwd | 34,223 | 19,207 | 1,907 | 21,114 |
Net book value c/fwd | 34,703 | 19,613 | 1,269 | 20,882 |
At 31 December 2023 (€000) | Goodwill | Concessions, licences, trademarks and similar rights | Other | Total intangible assets |
Gross value b/fwd | 51,266 | 60,995 | 11,249 | 72,244 |
Purchases | 1,953 | 1,530 | 5,187 | 6,717 |
Sales | (3,772) | (323) | (4,095) | |
Changes in consolidation scope | 144 | 144 | ||
Currency translation adjustments | 888 | 35 | 923 | |
Transfers and other changes | 6,996 | (6,940) | 56 | |
Gross value c/fwd | 53,219 | 66,781 | 9,208 | 75,989 |
Amortisation and write-downs b/fwd | 7,000 | 45,648 | 7,147 | 52,795 |
Sales | (3,770) | (307) | (4,077) | |
Changes in consolidation scope | 72 | 72 | ||
Amortisation | 4,818 | 422 | 5,240 | |
Write-downs | 11,996 | |||
Reversals | (2) | (2) | ||
Currency translation adjustments | 808 | 39 | 847 | |
Transfers and other changes | ||||
Amortisation and write-downs c/fwd | 18,996 | 47,574 | 7,301 | 54,875 |
Net book value b/fwd | 44,266 | 15,347 | 4,102 | 19,449 |
Net book value c/fwd | 34,223 | 19,207 | 1,907 | 21,114 |
2.1.5 Property, plant and equipment
At 31 December 2024 (€000) Incl. IFRS 16 right-of-use assets | Land and buildings | Plant and equipment | Other PP&E | Advances and PP&E in progress | Total |
Gross value b/fwd | 290,690 | 588,649 | 65,862 | 24,270 | 969,471 |
Purchases | 6,183 | 17,518 | 3,615 | 17,159 | 44,475 |
Sales | (1,884) | (32,040) | (6,248) | (40,172) | |
Changes in consolidation scope | 145 | 205 | 66 | 416 | |
Currency translation adjustments | 726 | 237 | (5) | 958 | |
Transfers and other changes | 2,320 | 10,999 | (284) | (13,088) | (53) |
Gross value c/fwd | 298,180 | 585,568 | 63,006 | 28,341 | 975,095 |
Depreciation and write-downs b/fwd | 163,959 | 453,692 | 51,632 | 0 | 669,283 |
Sales | (1,241) | (30,550) | (6,071) | (37,862) | |
Changes in consolidation scope | 35 | 156 | 38 | 229 | |
Depreciation | 18,510 | 23,743 | 4,524 | 46,777 | |
Write-downs | |||||
Reversals | (118) | (2) | (120) | ||
Currency translation adjustments | 421 | 87 | (11) | 497 | |
Transfers and other changes | 91 | 347 | (439) | (1) | |
Depreciation and write-downs c/fwd | 181,775 | 447,357 | 49,671 | 0 | 678,803 |
Net book value b/fwd | 126,731 | 134,957 | 14,230 | 24,270 | 300,188 |
Net book value c/fwd | 116,405 | 138,211 | 13,335 | 28,341 | 296,292 |
At 31 December 2023 (€000) Incl. IFRS 16 right-of-use assets | Land and buildings | Plant and equipment | Other PP&E | Advances and PP&E in progress | Total |
Gross value b/fwd | 330,450 | 577,941 | 65,817 | 12,736 | 986,944 |
Purchases | 29,511 | 14,880 | 3,750 | 23,599 | 71,740 |
Sales | (78,194) | (12,162) | (5,463) | (95,819) | |
Changes in consolidation scope | 2,968 | 18 | 294 | 44 | 3,324 |
Currency translation adjustments | 1,473 | 1,457 | 371 | 24 | 3,325 |
Transfers and other changes | 4,482 | 6,515 | 1,093 | (12,133) | (43) |
Gross value c/fwd | 290,690 | 588,649 | 65,862 | 24,270 | 969,471 |
Depreciation and write-downs b/fwd | 210,909 | 439,800 | 50,805 | 0 | 701,514 |
Sales | (66,101) | (9,814) | (4,654) | (80,569) | |
Changes in consolidation scope | 505 | 17 | 167 | 689 | |
Depreciation | 17,633 | 22,674 | 4,598 | 44,905 | |
Write-downs | 28 | 28 | |||
Reversals | (13) | (13) | |||
Currency translation adjustments | 1,013 | 1,393 | 322 | 2,728 | |
Transfers and other changes | (406) | 407 | 1 | ||
Depreciation and write-downs c/fwd | 163,959 | 453,692 | 51,632 | 0 | 669,283 |
Net book value b/fwd | 119,541 | 138,141 | 15,012 | 12,736 | 285,430 |
Net book value c/fwd | 126,731 | 134,957 | 14,230 | 24,270 | 300,188 |
2.1.6 Financial assets
At 31 December 2024 (€000) | Unconsolidated equity interests | Loans | Other receivables | Total |
Gross value b/fwd | 1,348 | 1,075 | 4,004 | 6,427 |
Purchases | 34 | 166 | 200 | |
Sales | (11) | (128 | (61) | (200) |
Changes in consolidation scope | 1 | 1 | ||
Currency translation adjustments | 1 | (10) | (9) | |
Transfers and other changes | ||||
Gross value c/fwd | 1,337 | 982 | 4,100 | 6,419 |
Write-downs b/fwd | 1,210 | 0 | 0 | 1,210 |
Purchases/sales | ||||
Changes in consolidation scope | ||||
Write-downs | 42 | 42 | ||
Reversals | ||||
Currency translation adjustments | ||||
Transfers and other changes | ||||
Write-downs c/fwd | 1,252 | 0 | 0 | 1,252 |
Net book value b/fwd | 138 | 1,075 | 4,004 | 5,217 |
Net book value c/fwd | 85 | 982 | 4,100 | 5,167 |
At 31 December 2023 (€000) | Unconsolidated equity interests | Loans | Other receivables | Total |
Gross value b/fwd | 1,337 | 908 | 1,824 | 4,069 |
Purchases | 122 | 2,163 | 2,285 | |
Sales | (35) | (118) | (153) | |
Changes in consolidation scope | 11 | 80 | 33 | 124 |
Currency translation adjustments | 102 | 102 | ||
Transfers and other changes | ||||
Gross value c/fwd | 1,348 | 1,075 | 4,004 | 6,427 |
Write-downs b/fwd | 1,168 | 0 | 0 | 1,168 |
Purchases/sales | ||||
Changes in consolidation scope | ||||
Write-downs | 42 | 42 | ||
Reversals | ||||
Currency translation adjustments | ||||
Transfers and other changes | ||||
Write-downs c/fwd | 1,210 | 0 | 0 | 1,210 |
Net book value b/fwd | 169 | 908 | 1,824 | 2,901 |
Net book value c/fwd | 138 | 1,075 | 4,004 | 5,217 |
2.1.7 Table of maturities of other financial assets
At 31 December 2024 (€000) | < 1 year | 1-5 years | > 5 years | Total |
Loans | 119 | 224 | 639 | 982 |
Other financial assets | 763 | 2,140 | 1,197 | 4,100 |
Financial assets and receivables | 882 | 2,364 | 1,836 | 5,082 |
At 31 December 2023 (€000) | < 1 year | 1-5 years | > 5 years | Total |
Loans | 184 | 234 | 657 | 1,075 |
Other financial assets | 637 | 2,176 | 1,191 | 4,004 |
Financial assets and receivables | 821 | 2,410 | 1,848 | 5,079 |
2.2 Current assets
2.2.1 Inventories by type
At 31 December 2024 (€000) | Raw materials | Work-in-progress | Semi-finished and finished goods | Total |
Gross value b/fwd | 112,984 | 30,356 | 149,110 | 292,450 |
Change | 7,562 | (780) | (9,599) | (2,817) |
Changes in consolidation scope | 720 | 149 | 869 | |
Gross value c/fwd | 121,266 | 29,576 | 139,660 | 290,502 |
Write-downs b/fwd | 11,428 | 1,646 | 6,805 | 19,879 |
Additions | 10,981 | 1,461 | 7,209 | 19,651 |
Reversals | (10,423) | (1,572) | (6,321) | (18,316) |
Currency translation adjustments and other changes | 41 | (3) | 60 | 98 |
Write-downs c/fwd | 12,027 | 1,532 | 7,753 | 21,312 |
Net book value b/fwd | 101,556 | 28,710 | 142,305 | 272,571 |
Net book value c/fwd | 109,239 | 28,044 | 131,907 | 269,190 |
At 31 December 2023 (€000) | Raw materials | Work-in-progress | Semi-finished and finished goods | Total |
Gross value b/fwd | 124,870 | 29,052 | 156,241 | 310,163 |
Change | (11,920) | 1,304 | (7,263) | (17,879) |
Changes in consolidation scope | 34 | 132 | 166 | |
Gross value c/fwd | 112,984 | 30,356 | 149,110 | 292,450 |
Write-downs b/fwd | 9,631 | 1,221 | 6,345 | 17,197 |
Additions | 10,750 | 1,544 | 6,326 | 18,620 |
Reversals | (8,968) | (1,126) | (5,884) | (15,978) |
Currency translation adjustments and other changes | 15 | 7 | 18 | 40 |
Write-downs c/fwd | 11,428 | 1,646 | 6,805 | 19,879 |
Net book value b/fwd | 115,239 | 27,831 | 149,896 | 292,966 |
Net book value c/fwd | 101,556 | 28,710 | 142,305 | 272,571 |
2.2.2 Write-down of other current assets
€000 | Write-downs b/fwd | Additions | Reversals | Changes in consolidation scope and other differences | Write-downs c/fwd |
Trade receivables | 2,250 | 579 | (577) | 28 | 2,280 |
Other receivables | 241 | 241 | |||
Total | 2,491 | 579 | (577) | 28 | 2,521 |
Statement of maturities of trade and other receivables
€000 | < 1 year | 1-5 years | > 5 years | Total |
Trade and similar receivables | 111,007 | 111,007 | ||
Taxes and social security contributions receivable | 14,975 | 14,975 | ||
Other receivables | 2,889 | 2,889 | ||
| 128,871 |
|
| 128,871 |
Impairment | (2,521) | |||
Financial assets |
|
|
| 126,350 |
Prepaid expenses | 3,351 |
Reported trade and other receivables | 129,701 |
2.2.3 Cash and cash equivalents
€000 | 31/12/2024 | 31/12/2023 | Change |
Cash at bank | 62,608 | 64,654 | (2,046) |
Cash equivalents | 126,888 | 102,444 | 24,444 |
Total | 189,496 | 167,098 | 22,398 |
Financial assets held for trading (marketable securities) are assets valued at fair value through profit or loss. The book value of €126,888,000 equals the market value at 31 December 2024. The book value is equal to the fair value.
2.3 Shareholders’ equity
The parent company’s share capital consists of 1,131,480 shares with a par value of 4 euros each, totalling €4,525,920, and did not change during the period. A double voting right is granted to each fully paid-up share which has been registered for at least two years in the name of the same shareholder. The Group has not implemented any specific capital management policy.
ETABLISSEMENTS CHARLES NUSSE holds 80.46% of the share capital.
2.4 Deferred taxes
The principal sources of deferred taxes are trademarks, regulated provisions, public subsidies, internal profits on inventories and provisions.
Change in deferred taxes
€000 | 31/12/2024 | 31/12/2023 | Change |
Deferred tax assets | 963 | 760 | 203 |
Deferred tax liabilities | 24,279 | 24,174 | 105 |
Net deferred tax | 23,316 | 23,414 | (98) |
Breakdown of tax charge
€000 | 2024 | 2023 |
Current tax | (11,881) | (17,695) |
Deferred taxes | 81 | 3,959 |
Tax income/(charge) | (11,800) | (13,736) |
Tax proof
€000 | 2024 | 2023 |
Consolidated net income after tax | 31,456 | 43,116 |
Goodwill impairment, net of badwill gain | 2,000 | 11,996 |
Income taxes | 11,881 | 17,695 |
Deferred taxes | (81) | (3,959) |
Consolidated tax base | 45,256 | 68,848 |
Statutory tax rate applicable to parent company | 25% | 25% |
Theoretical tax charge | 11,314 | 17,212 |
Tax base differences at subsidiaries’ effective rate | 237 | (7,049) |
Tax base differences at subsidiaries’ deferred tax rate | (347) | 292 |
Unrecognised tax assets on foreign companies | 573 | 399 |
Tax rate differences | 243 | 319 |
Impact of special tax provisions | (80) | 2,714 |
Other effects | (140) | (151) |
Actual tax charge | 11,800 | 13,736 |
Income taxes | 11,881 | 17,695 |
Deferred taxes | (81) | (3,959) |
Reported tax charge | 11,800 | 13,736 |
2.5 Provisions
€000 | Provisions b/fwd | Additions | Reversals | Other changes | Provisions c/fwd |
Post-employment benefits | 19,419 | 1,709 | (1,569) | (242) | 19,317 |
Non-current provisions | 19,419 | 1,709 | (1,569) | (242) | 19,317 |
Provisions for contingent liabilities | 4,098 | 1,502 | (2,655) | 22 | 2,967 |
Other provisions for charges | 2,128 | 2,274 | (2,050) | 26 | 2,378 |
Current provisions | 6,226 | 3,776 | (4,705) | 48 | 5,345 |
Provisions for post-employment benefits are provisions for pensions and similar obligations. The other changes correspond to actuarial adjustments recorded under comprehensive income.
Post-employment benefits mainly consist of retirement indemnities.
They are calculated at each closing date according to the following main parameters:
probability of retirement, staff turnover and mortality;
projected salary increases;
discounting the resulting liability at 3.15%.
The amounts paid to insurance organisations are deducted from provisions.
Change in the provision for post-employment benefits
€000 | 2024 | 2023 |
Liability b/fwd | 19,419 | 20,269 |
Cost of services rendered | 1,964 | 1,281 |
Financial expense | 1,150 | 622 |
Changes for the period | (2,892) | (2,119) |
o/w new recruits | 38 | 44 |
o/w departures during the period | (2,930) | (2,163) |
Liability excluding actuarial gains and losses | 19,641 | 20,053 |
Actuarial gains and losses under comprehensive income | (324) | (634) |
Liability c/fwd | 19,317 | 19,419 |
The recorded liability includes €15,631,000 of obligations under the plan applicable to French companies and €3,686,000 under plans applicable to foreign companies.
2.6 Loans, borrowings and lease liabilities
Statement of liquidity risk
€000 | < 1 year | 1-5 years | > 5 years | Total |
Loans from financial institutions | 27,641 | 60,657 | 15,146 | 103,444 |
Lease liabilities | 13,215 | 24,251 | 4,141 | 41,607 |
Other borrowings | 4 | 4 | ||
Bank loans and overdrafts | 11,097 | 11,097 | ||
Subtotal | 51,957 | 84,908 | 19,287 | 156,152 |
Shareholder loan accounts (credit balance) | 2,021 | 51,000 | 53,021 | |
Accrued interest | 174 | 174 | ||
Total | 54,152 | 84,908 | 70,287 | 209,347 |
Estimated interest to maturity |
|
|
| 5,989 |
Medium and long-term financing excluding IFRS 16 lease liabilities consists of loans negotiated at fixed rates.
The fair value of borrowings is equal to the book value.
Change in borrowings
€000 | 31/12/2023 | Cash flows | Non-cash items | 31/12/2024 | ||
Changes in consolidation scope | New leases | Foreign exchange losses | ||||
Bank loans and overdrafts | 11,933 | (836) | - | - | - | 11,097 |
Loans from financial institutions | 104,803 | (1,473) | 131 | - | (17) | 103,444 |
Lease liabilities | 52,690 | (15,751) | - | 4,764 | (96) | 41,607 |
Total bank borrowings | 169,426 | (18,060) | 131 | 4,764 | (113) | 156,148 |
Shareholder loans | 39,021 | 14,000 | - | - | - | 53,021 |
Other payables | 69 | (65) | - | - | - | 4 |
Total other borrowings | 39,090 | 13,935 | - | - | - | 53,025 |
Accrued interest | 183 | (9) | - | - | - | 174 |
Total borrowings | 208,699 | (4,134) | 131 | 4,764 | (113) | 209,347 |
2.7 Issuance & financial instruments programmes
Commercial paper
Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate determined at the moment of issue is paid on the commercial paper, which has a maximum term of 365 days.
At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of €125 million.
Lines of credit
Lines of credit are in place with several banks for a total amount of €145 million, with maturities not exceeding five years. Lines of credit are indexed to Euribor and the average commitment fee charged is 0.23%. Drawdowns are charged on the basis of the amount and the maturity date of each line of credit. The term of drawdowns ranges from 10 days to twelve months. As at 31 December 2024, none of these lines of credit had been used. The related covenants are respected.
Financial instruments
The Group may use options contracts to hedge forecast transactions, in particular for purchases of raw materials in US dollars which constitute its main exposure to currency risk. The Group implemented no currency hedging arrangements during the year ended. Other transactions performed to hedge exchange rate risks are non-material.
2.8 Financial income and expenses
€000 | 2024 | 2023 |
Income from other receivables and marketable securities | 3,249 | 1,866 |
Other financial income | 686 | 389 |
Reversal of provisions and write-downs | - | - |
Foreign exchange losses | 3,151 | 2,517 |
Total financial income | 7,086 | 4,772 |
Increase in provisions and write-downs | 342 | 42 |
Interest and financial expenses | 4,362 | 3,619 |
Foreign exchange losses | 2,372 | 4,295 |
Other financial expenses | 15 | 31 |
Total financial expenses | 7,091 | 7,987 |
2.9 Other current liabilities
€000 | 31/12/2024 | 31/12/2023 |
Advances and down payments received | 641 | 444 |
Taxes and social security contributions payable | 45,196 | 47,963 |
Fixed asset payables | 4,918 | 8,520 |
Other liabilities | 20,261 | 20,387 |
Deferred income | 2,389 | 2,323 |
Total | 73,405 | 79,637 |
2.10 Group headcount
Average headcount | 2024 | 2023 |
Management | 539 | 538 |
Employees | 1,132 | 1,142 |
Labourers and other salaried workers | 1,691 | 1,795 |
Total | 3,362 | 3,475 |
Expenses recorded for defined contribution schemes (€000) | 49,034 | 47,605 |
2.11 Off-balance sheet commitments
Greenhouse gas emission allowances
The principles applied by the Group are set forth in Note 15 of the presentation of the consolidated financial statements. The allowances allocated for 2024 amounted to 57,767 tonnes, while CO2 emissions totalled 74,230 tonnes.
The number of allowances due for phase 4 of the EU Emissions Trading Scheme for the 2021-2025 period is 57,767 tonnes.
Sureties and guarantees
Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.
Financial guarantees given amounted to €38,803,000, while guarantees received totalled €1,729,000.
2.12 Related parties
Transactions carried out by the Group with Etablissements Charles Nusse.
€000 | 31/12/2024 (12 months) | 31/12/2023 (12 months) |
Balance sheet Current account balances: Financial liabilities Financial liabilities (short-term) | 51,000 2,000 | 37,000 2,000 |
Income statement Financial expenses | 1,619 | 1,204 |
Fees | 1,836 | 1,735 |
Leases excluding expenses | 9,045 | 8,508 |
Group companies benefit from the leadership provided by Ets Charles Nusse and pay a fee equal to 0.6% of the added value for the previous year.
Manufacturing, logistics and office facilities are leased to certain Group companies on arm’s length terms. These leases have been adjusted following the application of IFRS 16.
Remuneration of the corporate officers
Total remuneration received by corporate officers in 2024 amounted to €1,828,000 compared to €1,797,000 in 2023. The directors of Exacompta Clairefontaine received directors’ fees totalling €100,000.
2.13 Statutory auditors’ fees
ANC Regulation 2016-09 of 2 December 2016 on disclosures in the notes to consolidated financial statements prepared in accordance with international standards.
€000 | 2024 | 2023 |
BATT AUDIT | 306 | 296 |
ADVOLIS | 232 | 169 |
SEREC AUDIT | 81 | 139 |
PWC | 70 | 68 |
KBHT | 70 | 44 |
LUFIDA | 39 | 41 |
RCGT | - | 61 |
Other auditors | 137 | 170 |
Total - certification of financial statements | 935 | 988 |
PWC | 21 | 23 |
Total - other services | 21 | 23 |
Other auditors mainly include statutory auditors of foreign subsidiaries, comprising 9 firms for 10 subsidiaries in 2024.
The other services are delivered to the foreign subsidiaries of the Eurowrap group.
3. Segment information
As in the financial statements, segment information is presented for the prevailing consolidation scope at each balance sheet date.
Correspondence with the consolidated financial position:
- “Other assets allocated” includes inventories and advances;
- “Unallocated assets” consists of tax receivable and deferred tax assets.
Ø Segment information by business – 31/12/2024 (12 months)
€000 | Paper | Processing | Inter-segment transactions | Total |
Segment income statement
Revenue | 357,118 | 601,223 | (127,067) | 831,274 |
Depreciation/amortisation (net of reversals) | 15,191 | 37,327 | 52,518 | |
Write-downs and provisions | 484 | (235) | 249 | |
Operating income/(loss) (excl. goodwill impairment) | 29,885 | 11,352 | 4,024 | 45,261 |
Impairment of goodwill and badwill | (2,000) | (2,000) |
Segment assets
Net PP&E and intangible assets | 129,586 | 187,588 | 317,174 | |
o/w capex | 21,930 | 23,366 |
| 45,296 |
Goodwill | 34,703 | 34,703 | ||
Trade receivables | 45,593 | 88,146 | (23,012) | 108,727 |
Other receivables | 6,737 | 14,989 | (752) | 20,974 |
Balance sheet total | 50,330 | 103,135 | (23,764) | 129,701 |
Other assets allocated | 102,626 | 171,224 | (2,190) | 271,660 |
Unallocated assets |
|
|
| 3,615 |
Total assets | 282,542 | 496,650 | (25,954) | 756,853 |
Segment liabilities
Current provisions | 1,419 | 3,926 | 5,345 | |
Trade payables | 36,634 | 68,146 | (23,015) | 81,765 |
Other payables | 30,317 | 43,836 | (748) | 73,405 |
Unallocated liabilities |
|
|
| 1,950 |
Total liabilities | 68,370 | 115,908 | (23,763) | 162,465 |
Ø Segment information by geographic area – 31/12/2024 (12 months)
€000 | France | Europe | Outside Europe | Total |
|
|
|
| |
Revenue | 424,092 | 377,564 | 29,618 | 831,274 |
Net PP&E and intangible assets | 269,682 | 36,336 | 11,156 | 317,174 |
o/w capex | 39,501 | 4,480 | 1,315 | 45,296 |
Goodwill | 17,558 | 17,145 | 34,703 | |
Trade receivables | 78,864 | 28,925 | 938 | 108,727 |
Other receivables | 16,649 | 2,444 | 1,881 | 20,974 |
Balance sheet total | 95,513 | 31,369 | 2,819 | 129,701 |
Other assets allocated | 235,066 | 27,447 | 9,147 | 271,660 |
Unallocated assets |
|
|
| 3,615 |
Total assets | 617,819 | 112,297 | 23,122 | 756,853 |
Ø Segment information by business – 31/12/2023 (12 months)
€000 | Paper | Processing | Inter-segment transactions | Total |
Segment income statement
Revenue | 368,579 | 613,229 | (138,559) | 843,249 |
Depreciation/amortisation (net of reversals) | 14,234 | 35,924 | 50,158 | |
Write-downs and provisions | 3,519 | 1,391 | 4,910 | |
Operating income/(loss) (excl. goodwill impairment) | 46,205 | 26,292 | (434) | 72,063 |
Impairment of goodwill and badwill | (11,996) | (11,996) |
Segment assets
Net PP&E and intangible assets | 122,596 | 198,706 | 321,302 | |
o/w capex | 23,689 | 31,479 |
| 55,168 |
Goodwill | 34,223 | 34,223 | ||
Trade receivables | 43,428 | 90,285 | (22,770) | 110,943 |
Other receivables | 6,729 | 15,628 | (790) | 21,567 |
Balance sheet total | 50,157 | 105,913 | (23,560) | 132,510 |
Other assets allocated | 92,604 | 188,464 | (6,205) | 274,863 |
Unallocated assets |
|
|
| 871 |
Total assets | 265,357 | 527,306 | (29,765) | 763,769 |
Segment liabilities
Current provisions | 3,231 | 2,995 | 6,226 | |
Trade payables | 33,737 | 68,934 | (22,770) | 79,901 |
Other payables | 33,227 | 47,201 | (791) | 79,637 |
Unallocated liabilities |
|
|
| 5,561 |
Total liabilities | 70,195 | 119,130 | (23,561) | 171,325 |
Ø Segment information by geographic area – 31/12/2023 (12 months)
€000 | France | Europe | Outside Europe | Total |
|
|
|
| |
Revenue | 438,130 | 374,674 | 30,445 | 843,249 |
Net PP&E and intangible assets | 271,071 | 39,525 | 10,706 | 321,302 |
o/w capex | 46,966 | 2,863 | 5,339 | 55,168 |
Goodwill | 17,079 | 17,144 | 34,223 | |
Trade receivables | 82,972 | 26,593 | 1,378 | 110,943 |
Other receivables | 16,409 | 3,140 | 2,018 | 21,567 |
Balance sheet total | 99,381 | 29,733 | 3,396 | 132,510 |
Other assets allocated | 235,948 | 29,653 | 9,262 | 274,863 |
Unallocated assets |
|
|
| 871 |
Total assets | 623,479 | 116,055 | 23,364 | 763,769 |
4. Consolidated entities
All companies are fully consolidated and wholly owned.
Name | Address |
EXACOMPTA CLAIREFONTAINE | 88480 ETIVAL CLAIREFONTAINE |
A.F.A. | 132 Quai de Jemmapes - 75010 PARIS |
CARTOREL | 384 Rue des Chênes Verts - 79410 ECHIRE |
CFR Ile Napoléon | RD 52 - 68490 OTTMARSHEIM |
PAPETERIES DE CLAIREFONTAINE | 19 Rue de l’Abbaye - 88480 ETIVAL CLAIREFONTAINE |
CLAIREFONTAINE RHODIA | RD 52 - 68490 OTTMARSHEIM |
CLAIRCELL | ZI – Rue de Chartres - 28160 BROU |
COGIR | 10 Rue Beauregard - 37110 CHATEAU-RENAULT |
REGISTRES LE DAUPHIN | 27 Rue George Sand - 38500 VOIRON |
MADLY | 6 Rue Henri Becquerel - 69740 GENAS |
EVERBAL | 2 Route d’Avaux - 02190 EVERGNICOURT |
EXACOMPTA | 138-140 Quai de Jemmapes - 75010 PARIS |
LAVIGNE | 6 Rue Dewoitine - 78140 VELISY-VILLACOUBLAY |
PAPETERIE DE MANDEURE | 14 Rue de la Papeterie - 25350 MANDEURE |
MANUCLASS | ZI d’Etriché - 49500 SEGRE-EN-ANJOU-BLEU |
CLAIRCELL INGENIERIE | ZI – Rue de Chartres - 28160 BROU |
EDITIONS QUO VADIS | 14 Rue du Nouveau Bêle - 44470 CARQUEFOU |
RAYNARD | 6 Rue de la Peltière - 35130 LA GUERCHE DE BRETAGNE |
RAINEX | Lieudit Saint-Mathieu – ZI - 78550 HOUDAN |
ROLFAX | ZI Route de Montdidier - 60120 BRETEUIL |
PAPETERIES SILL | Rue du Moulin - 62570 WIZERNES |
PAPETERIE DU COUTAL | ZI du Coutal - 24120 TERRASSON-LAVILLEDIEU |
PHOTOWEB | 1 Rue des Platanes - 38120 SAINT-EGREVE |
INVADERS CORP | 144 Quai de Jemmapes - 75010 PARIS |
FIZZER | 1 Rue des Platanes - 38120 SAINT-EGREVE |
FLOCK ONE | Parc d’activité de la Vigogne - 62600 BERCK |
PAPIER TIGRE | 5 Rue des Filles du Calvaire - 75003 PARIS |
DIGITAL VALLEY PORTUGAL | Rua Saraiva de Carvalho 1, n°1C - 1250-240 LISBOA |
BRAUSE PRODUKTION (Germany) | 51149 KÖLN |
EXACLAIR GmbH (Germany) | 51149 KÖLN |
RODECO (Germany) | 51149 KÖLN |
PUBLIDAY MULTIDIA (Morocco) | Parc industriel de Bouskoura, lot n°4 - 20180 BOUSKOURA |
ERNST STADELMANN (Austria) | Bahnhofstrasse 8 - 4070 EFERDING |
EXACLAIR (Spain) | 08110 MONTCADA I REIXAC |
EXACLAIR (Belgium) | Boulevard Paepsem, 18D - 1070 ANDERLECHT |
EXACLAIR Inc. (USA) | 143 West 29th Street - NEW YORK |
EXACLAIR DC Inc. (USA) | 120 Elmview Avenue - HAMBURG, NY 14075-3770 |
EXACLAIR Ltd (UK) | Oldmedow Road - KING’S LYNN, Norfolk PE30 4LW |
QUO VADIS International Ltd (Canada) | 240 Rue Amand-Majeau – Saint-Roch-de-l’Achigan - QUEBEC J0K 3H0 |
EXACLAIR Italia Srl (Italy) | Via Soperga 36 - 20127 MILANO |
QUO VADIS Japon Co Ltd (Japan) | Sangenjaya Combox 4F 1–32–3 Kamjuma Setagaya-Ku, TOKYO |
SCHUT PAPIER (Netherlands) | Kabeljauw 2 - 6866 HEELSUM |
BIELLA SCHWEIZ (Switzerland) | Erlenstrasse 44 - 2555 BRÜGG |
FALKEN (Germany) | Am Bahnhof 5 - 03185 PEITZ |
DELMET PROD (Romania) | Industriei 3 - 070000 BUFTEA |
EUROWRAP A/S (Denmark) | Odinsvej 30 - 4100 RINGSTED |
EUROWRAP Ltd (UK) | Unit 2 Pikelaw Place, West Pimbo Industrial Estate - SKELMERSDALE WN8 9PP |
TCPF (Belgium) | 3 Rue du Dossey - 4020 WANDRE |
I’D (Belgium) | 3 Rue du Dossey - 4020 WANDRE |
Exacompta Clairefontaine S.A.
Statutory auditors’ report on the consolidated financial statements
v v
v
Resolutions submitted to the Ordinary Shareholders’
Meeting
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY
REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 December 2024
To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,
Opinion
In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the consolidated financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31 December 2024, which are appended to this report.
We hereby certify that the consolidated financial statements are, with regard to the IFRS adopted within the European Union, in order and accurate and fairly present the results of operations for the year ended as well as the financial position and the assets and liabilities, at the year-end, of the persons and entities included in the consolidation.
Basis of the opinion
Audit standards
We performed our audit in accordance with the professional standards applicable in France. We believe that the evidence we have gathered provides a reasonable basis for our opinion.
Our responsibilities pursuant to these standards are set forth in the section of this report entitled “Responsibilities of the statutory auditors relating to the audit of the consolidated financial statements”.
Independence
We have performed our audit in compliance with the rules of independence provided for in the French Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1 January 2024 to the date of issue of our report.
Bases of assessments
Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the justification of our assessments, we draw your attention to the following assessments which, in our professional judgement, have been the most significant for the audit of the consolidated company financial statements.
Valuation of the recoverable value of goodwill and other intangible assets
As at 31 December 2024, the consolidated financial statements include goodwill and other intangible assets with a net book value of €34,703,000 and €20,882,000 respectively (€34,223,000 and
€21,114,000 at 31 December 2023). Notes 8. “Goodwill”,
11. “Intangible assets” and 12. “Impairment of property, plant and equipment and intangible assets (excluding goodwill and trademarks)” to the consolidated financial statements set out the accounting rules and methods for the measurement of goodwill and other intangible assets. The Group performs a goodwill impairment test at least once a year, whether or not there is an indication of impairment loss. We made certain that the assumptions used, considering the condition of the assets concerned, are reasonable and that appropriate information is disclosed in the notes to the consolidated financial statements.
These assessments formed part of our audit of the consolidated financial statements, taken as a whole, and contributed to the formation of our opinion expressed above. We do not express an opinion on individual items of these consolidated financial statements.
Specific verifications
In accordance with the professional standards applicable in France, we also performed the specific verifications required by statutory and regulatory provisions relating to information on the Group contained in the Board of Directors’ management report.
We have no comments to make about the accuracy and conformity thereof with the consolidated financial statements.
We hereby confirm that the consolidated statement of non-financial performance provided for by Article L.225-102-1 of the French Commercial Code is included in the Group information provided in the management report, on the understanding that, in accordance with the provisions of Article L.823-10 of the said Code, we have not verified the accuracy of the information contained in this statement, nor its consistency with the consolidated financial statements, which are covered by a report drawn by an independent third party.
Responsibilities of senior management and of those charged with corporate governance relating to the consolidated financial statements
It is management’s responsibility to prepare consolidated financial statements representing a true and fair view in accordance with IFRS (International Financial Reporting Standards), as adopted within the European Union, and to establish the internal control that it deems necessary for the preparation of consolidated financial statements free of material misstatements, whether due to fraud or error.
During the preparation of the consolidated financial statements, it is the responsibility of management to assess the company’s ability to continue as a going concern, to present in these financial statements, if applicable, the necessary information on the going concern basis and to apply the standard accounting policy for a going concern, unless it is planned to wind up the company or discontinue operations.
The consolidated financial statements have been approved by the Board of Directors.
Responsibilities of the statutory auditors relating to the audit of the consolidated financial statements
It is our responsibility to prepare a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements, taken as a whole, are free of material misstatements. Reasonable assurance is a high level of assurance, without however guaranteeing that an audit performed in accordance with the professional standards applicable would systematically detect all material misstatements. Misstatements may be due to fraud or errors and are considered as material when it is reasonable to expect that they can, taken separately or together, influence the economic decisions that users of the financial statements take based on them.
As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the certification of the financial statements does not consist in guaranteeing the viability or quality of your company’s management.
As part of an audit performed in accordance with auditing standards applicable in France, the statutory auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:
- identifies and evaluates the risk of the consolidated financial statements containing material misstatements, whether due to fraud or error, develops and implements audit procedures in response to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of non-detection of a material misstatement due to a fraud is more serious than that of a material misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions, misrepresentations or the circumvention of internal control;
- obtains an understanding of the aspects of internal control that are relevant to the audit in order to develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the internal control system;
- assesses the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as the disclosures on these provided in the consolidated financial statements;
- assesses the appropriateness of the management’s use of the going concern principle in accounting and, according to the evidence obtained, the existence or otherwise of material uncertainty connected with events or situations likely to cast significant doubt on the capacity of the company to continue its operations. This assessment is based on the evidence gathered up to the date of the auditor’s report, it being noted however that subsequent circumstances or events could compromise the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor draws the reader’s attention within the audit report to the disclosures provided in the consolidated financial statements regarding this uncertainty or, if such disclosures are not provided or are not relevant, issues a qualified opinion or refuses to issue an opinion;
- assesses the overall presentation of the consolidated financial statements and assesses whether the consolidated financial statements reflect the underlying transactions and events in such a way as to give a true and fair view;
- regarding financial information on persons and entities included in the consolidation, the auditor gathers evidence that the auditor deems sufficient and appropriate to express the auditor’s opinion on the consolidated financial statements. The auditor is responsible for the management, supervision and conduct of the audit of the consolidated financial statements and for the opinion expressed on these financial statements.
Paris and Nancy, 28 April 2025
Statutory Auditors
ADVOLIS | BATT AUDIT |
Hugues de Noray Nicolas Aubrun | Isabelle Sagot |
RESOLUTIONS SUBMITTED
TO THE ORDINARY SHAREHOLDERS’ MEETING OF 27 MAY 2025
FIRST RESOLUTION
That, following a reading by the Board of Directors and the statutory auditors of their respective reports, the Meeting approve these reports in their entirety, as well as the operations described therein, and approve the parent company financial statements for the year ended 31 December 2024.
SECOND RESOLUTION
That, following a reading by the Board of Directors and the statutory auditors of their respective reports, the Meeting approve these reports in their entirety, as well as the operations described therein, and approve the consolidated financial statements for the year ended 31 December 2024.
THIRD RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to distribute and appropriate earnings for the year as follows:
Net income for 2024 ................................................................ | €855,979.54 |
Withdrawal from other reserves .............................................. | €7,630,120.46 |
Total Allocated as follows: | €8,486,100.00 |
First dividend .......................................................................... | €226,296.00 |
Second dividend ..................................................................... | €8,259,804.00 |
Total dividends | €8,486,100.00 |
As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50.
The following table shows the dividends paid for the last three years:
Year | Dividend | Number of shares |
2021 | 3.68 | 1,131,480 |
2022 | 4.40 | 1,131,480 |
2023 | 6.70 | 1,131,480 |
FOURTH RESOLUTION
That, following a reading of the statutory auditors’ special report, the Shareholders’ Meeting formally note the absence in 2024 of any operations related to Article L. 225-38 of the French Commercial Code.
FIFTH RESOLUTION
That the Shareholders’ Meeting called to approve the recommendation of the Board of Directors set the amount of directors’ fees for the current fiscal year and subsequent fiscal years at €115,000.
SIXTH RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Ms Lorraine Nusse, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.
SEVENTH RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Amaury de Monicault, residing in Paris 15th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.
EIGHTH RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Pierre Bordeaux Montrieux, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.
NINTH RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint Mr Julien Nusse, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2030.
TENTH RESOLUTION
That, at the recommendation of the Board of Directors, the Shareholders’ Meeting appoint the statutory auditors as verifiers of the compliance of sustainability reporting with the requirements of Directive 2013/34/EU, namely:
- BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
- ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements for the year 2025.