from CHARGEURS (EPA:CRI)
CHARGEURS - Description of the 2024-2025 Share Buyback Program
PRESS RELEASE
Paris, May 2, 2024
Description of the 2024-2025 share buyback program
• As required under articles 221-1 et seq., and 241-1 et seq. of the General Regulations of the Autorité des Marchés Financiers – AMF, this document sets out the objectives and terms and conditions of the new share buyback program approved by Chargeurs’ shareholders at the April 30, 2024 Annual General Meeting.
1. Shareholder authorization of the 2024-2025 Share Buyback Program
On the proposal of the Board of Directors, which wanted the Company to continue to have a share buyback program, the Combined General Meeting of April 30, 2024 authorized the Board of Directors, in its 15th resolution and in accordance with the provisions of articles L. 22-10-62 et seq. of the French Commercial Code, to trade in the Company's shares. The main features of this program are described below:
2. Number of shares held in the treasury as of March 31, 2024 and allocation per objective of the share buyback program
At March 31, 2024, the Company held 824,460 of the 24,862,314 shares making up its share capital. A portion of these treasury shares is earmarked for the purpose of providing liquidity or market-making services for the Company's shares, through an investment services provider acting independently under a liquidity contract that complies with a code of ethics recognized by the Autorité des Marchés Financiers. 3. Objectives of the 2024-2025 share buyback program
Authorized objectives
a) To ensure the liquidity of Chargeurs' shares or to make a market in the shares through an investment service provider acting independently under a liquidity contract that complies with a code of ethics approved by the AMF;
b) To hold shares for future delivery in payment or exchange for the securities of other companies, in cash, stock-for-stock or capital contribution transactions conducted as part of the Company's external growth strategy, within the limits set by the applicable regulations;
c) To reduce Chargeurs’ capital by canceling the acquired shares;
d) To hold shares for delivery or exchange on exercise of rights attached to securities convertible, redeemable, exchangeable or otherwise exercisable for Chargeurs shares;
e) For allocation under stock option plans set up by Chargeurs and governed by articles L.22-10-56 et seq. of the French Commercial Code or any similar plan;
f) For allocation or sale to employees in connection with employee profit-sharing plans or any employee savings plan set up at company or Group level (or any similar plan) in accordance with the applicable laws, especially articles L.3332-1 et seq. of the French Labor Code;
g) For allocation under free share plans governed by articles L.22-10-59 et seq. of the French Commercial Code;
h) For the implementation of any accepted market practice or any market practice that may be authorized in the future under applicable laws or by the AMF.
Financial Communications // +33 (0)1 47 04 13 40 // comfin@chargeurs.com 1
www.chargeurs.com
PRESS RELEASE
Paris, May 2, 2024
4. Maximum proportion of Chargeurs’ capital that may be acquired, maximum number of Chargeurs shares that may be held, and maximum purchase price and characteristics of the shares that may be bought back under the 2024-2025 program
Maximum proportion of capital that may be acquired | 10 % of the total number of shares making up Chargeurs’ capital, less the 824,460 shares held in treasury, i.e. 1,661,771 shares on the Company’s capital at December 31, 2023. |
Maximum number of Chargeurs shares that may be held | In accordance with article L.225-210 of the French Commercial Code, the number of shares held in treasury at any given date may not represent more than 10% of Chargeurs’ capital at that date. |
Maximum per-share purchase price and maximum total investment in the buyback program | The maximum purchase price under the share buyback program is set at €30 per share, for a maximum amount of 49,853,130 euros, which may be adjusted by the Board of Directors if Chargeurs carries out any corporate actions. |
Characteristics of the shares that may be bought back | Only ordinary Chargeurs shares may be bought back under the program (listed on Euronext Paris (Compartiment B) under ISIN FR0000130692. The shares may be bought back, sold or transferred at any time (except while a public offer for the Company’s shares is in progress) and by any method within the limits allowed under the applicable regulations, in on- or off-market transactions, including through block purchases or sales, or through the use of options or derivatives traded on a regulated market or over-the-counter, including call options. |
5. Duration of the new share buyback program
In accordance with the terms of the fifteenth resolution of the Annual General Meeting held on April 30, 2024, the buyback program may be carried out at any time during the eighteen months following the date of the Annual General Meeting at which it was authorized, namely until October 29, 2025, and replaces, for the unused portion and unexpired period, the authorization for the same purpose previously granted by the Shareholders' Meeting of April 26, 2023.
In accordance with applicable regulations, while the share buyback program is in progress, any significant change in any of the information provided in sections 3, 4 and 5 above will be publicly disclosed without delay, by the methods specified in article 221-3 of said Regulations.
ABOUT CHARGEURS
CHARGEURS is a diversified international holding company, world leader in high value added niche markets. Located in nearly 100 countries with nearly 2,300 employees, the Group is organized into two strategic business segments: Technologies and Luxury.
Benefiting from the long-term strategy of the Fribourg Family Group, its invested and committed controlling shareholder,
Chargeurs serves sectors with strong structural growth and expresses its know-how of excellence in the commercial, industrial, marketing and logistics fields. Chargeurs, whose global signature is High Emotion Technology, achieved revenues of €653.2 million in 2023.
The Chargeurs share is listed on Euronext Paris and is PEA-PME eligible.
ISIN Code: FR0000130692, Bloomberg Code: CRI:FP, Reuters Code: CRIP.PA
Financial Communications // +33 (0)1 47 04 13 40 // comfin@chargeurs.com 2 www.chargeurs.com