from CHARGEURS (EPA:CRI)
Description of the 2025-2026 Share Buyback Program
Description of the 2025-2026 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, terms and conditions of the new share buyback program approved by the shareholders of Compagnie Chargeurs Invest (the “Company”) at the April 9, 2025 Combined General Meeting.
1. SHAREHOLDER AUTHORIZATION OF THE 2025-2026 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 9, 2025, authorized the Board of Directors, in its 14th 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 treasury shares held as of March 31, 2025 and allocation per objective of the share buyback program
At March 31, 2025, the Company held 762,714 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 2025-2026 share buyback program
Authorized objectives
a) To ensure the liquidity of Compagnie Chargeurs Invest's 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 Compagnie Chargeurs Invest’s 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 Compagnie Chargeurs Invest shares;
e) Implement any Compagnie Chargeurs Invest stock option plan in accordance with the provisions of
Articles L.22-10-56 et seq. of the French Commercial Code or any similar plan;
f) Allocate or sell shares to employees as part of their profit-sharing scheme or set up any company or group savings plan (or similar plan) under the conditions laid down by law, in particular Articles
L.3332-1 et seq. of the French Labor Code;
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g) Allocate free shares in accordance with the provisions of Articles L.22-10-59 et seq. of the French
Commercial Code; and/or
h) Implement any accepted market practice or any market practice that may be authorized in the future by law or by the Autorité des Marchés Financiers.
4. MAXIMUM PROPORTION OF COMPANY’S CAPITAL THAT MAY BE ACQUIRED, MAXIMUM NUMBER OF COMPANYSHARES THAT MAY BE HELD, AND MAXIMUM PURCHASE PRICE AND CHARACTERISTICS OF THE
SHARES THAT MAY BE BOUGHT BACK UNDER THE 202[1]-2026 PROGRAM
Maximum proportion of capital that may be acquired | 10% of the total number of shares making up Compagnie Chargeurs Invest’s capital, less the 753,967 shares held in treasury, i.e. 1,732,264 shares on the Company’s capital at December 31, 2024. |
Maximum number of 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 Compagnie Chargeurs Invest’s 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 51,967,920 euros, which may be adjusted by the Board of Directors if the Company carries out any corporate actions. |
Only ordinary Compagnie Chargeurs Invest shares may be bought back under the program listed on Euronext Paris (Compartiment B) under ISIN FR0000130692.
Characteristics of the shares that may be bought back | 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. |
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2025 Financial calendar
Tuesday, April 29, 2025 (before market opens) 2025 First-quarter financial information
Wednesday, July 30, 2025 (before market opens) 2025 First-half results
ABOUT COMPAGNIE CHARGEURS INVEST
Compagnie Chargeurs Invest is a mixed industrial and financial company with a role as an operator and developer of global champions in industry and services, and as an investor with a culture of active portfolio management of
high value-added assets. Active in nearly 100 countries with around 2,600 employees, Compagnie Chargeurs
Invest relies on the long-term commitment of Groupe Familial Fribourg, a committed controlling shareholder, and on its portfolio of assets, to meet the major challenges of its markets. Compagnie Chargeurs Invest achieved
revenues of €729.6 million in 2024.
The share is listed on Euronext Paris and is PEA-PME eligible.
ISIN Code: FR0000130692, Bloomberg Code: CRI:FP, Reuters Code: CRIP.PA
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[1] . DURATION OF THE NEW SHARE BUYBACK PROGRAM
In accordance with the terms of the fourteenth resolution of the Combined General Meeting held on April 9, 2025, 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 8, 2026, and replaces, for the unused portion and unexpired period, the authorization for the same purpose previously granted by the Shareholders' Meeting of April 30, 2024.
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.