CHARGEURS (EPA:CRI) - Chargeurs - Minutes of the Annual General Meeting held on April 28, 2020

Transparency directive : regulatory news

28/04/2020 18:16

PRESS RELEASE
Paris, April 28, 2020

         Minutes of the Annual General Meeting held on April 28, 2020

- Re-election of Cécilia Ragueneau as an independent director and of Nicolas
   Urbain as a director
- Say-on-pay resolutions approving the ex-post 2019 vote and the ex-ante 2020
   vote on remuneration of the Chairman and Chief Executive Officer and
   Non-Executive directors
- Approval of a dividend of EUR0.40 per share (including the EUR0.20 interim
   dividend paid in October 2019)
- Approval of a dividend reinvestment option for shareholders, with the new
   shares immediately carrying dividend rights

The Annual General Meeting of Chargeurs shareholders was held today (Tuesday
April 28, 2020), chaired by the Company's Chairman and Chief Executive Officer,
Michaël Fribourg. Shareholders holding 57.17% of the voting rights approved,
by a large majority, all of the ordinary resolutions (including those
concerning approval of the 2019 financial statements of the parent company and
the Group), as well as all of the extraordinary resolutions put forward by the
Board of Directors.

Governance

At the Annual General Meeting on April 28, 2020, the following resolutions were
adopted in relation to the Board of Directors' membership:

- Re-election of Cécilia Ragueneau as an independant director for a three-year
  term.
- Re-election of Nicolas Urbain as a director for a three-year term.

Chargeurs' Board of Directors currently comprises six members, including three
independent directors (all of whom are women), as well as a non-voting member
who attends Board meetings in a purely advisory capacity.

50% of the Board's members are women and 50% are independent directors.
Consequently, the proportion of women directors exceeds the mandatory 40%
female Board membership quota set in France's Copé-Zimmerman Act for fiscal
years commencing January 1, 2019.

Compensation of the Chairman and Chief Executive Officer and Non-Executive
directors

Having been asked to cast say-on-pay votes as required article L.225-37-2 and
article L.225-100 of the French Commercial Code, the shareholders approved (i)
the 2020 remuneration policy of the Chairman and Chief Executive Officer
(ex-ante vote), (ii) the fixed, variable and exceptional components of the
total compensation and benefits paid awarded to the Chairman and Chief
Executive Officer for 2019 (ex-post vote).

In addition, the General Meeting approved the 2020 Directors' remuneration
policy in accordance with article L.225-37-2 of the French Commercial Code
(ex-ante vote), as well as information referred to in article L.225-37- 3, I of
the French Commercial Code related to the 2019 compensation paid or allocated
to each Corporate Officer (ex-post vote).

Dividend

The shareholders approved the payment of a EUR0.40 per-share dividend for 2019.
An interim dividend of EUR0.20 per share was paid on October 16, 2019 and the
final dividend of EUR0.20 per share will be paid (in cash or shares) on May 4,
2020.

At the AGM, the shareholders resolved to offer the option of reinvesting the
final 2019 dividend in new Chargeurs shares. The new shares issued to
shareholders who exercise the dividend reinvestment option will immediately
carry dividend rights and rank pari passu with the Company's existing shares.
Shareholders who take up the option to reinvest their final 2019 dividend must
notify their bank or broker between May 6, 2020 (the start date of the exercise
period for the dividend reinvestment option) and May 19, 2020. The issue price
of the new shares delivered as payment for the final dividend will be EUR12.77
per share. The Company will issue a separate press release detailing the
procedures to follow for shareholders who wish to take up the dividend
reinvestment option.

Lastly, the shareholders at the AGM also approved a reinvestment option for any
interim dividend(s) paid for 2020. Any new shares issued as payment for the
2019 interim dividend(s) will also immediately carry dividend rights and rank
pari passu with the Company's existing shares.

Timeline for final dividend:

* Ex-dividend date                               May 4, 2020
* Start of reinvestment option period            May 6, 2020
* End of reinvestment  option period            May 19, 2020
* Announcement of reinvestment results          May 22, 2020
* Delivery of shares and payment of cash
  final dividend                                May 26, 2020

The new shares issued as payment of the final dividend for 2018 will rank pari
passu with Chargeurs' existing shares from the following date:

* Shares issued as payment for the final
  dividend                                      May 26, 2020

Financial Calendar

Thursday, September 10, 2020                 First-half 2020 results

ABOUT CHARGEURS

Chargeurs offers its customers integrated differentiation solutions to meet the
new aspirations of consumers in terms of quality, innovation, environmental
sustainability and experience. Number one in the world in all of its
businesses, the Group, whose marketing signature is High Emotion Technology(r),
delivers its expertise in three key sectors with very high potential for value
creation: protection for premium materials, fashion and luxury and visitor
experience.

The Group has close to 2,200 employees in five continents, who serve a
diversified customer base spanning more than 90 countries.

In 2019, revenue totaled EUR626.2 million, of which more than 90% was generated
outside France.

Financial Communications // +33 1 47 04 13 40 // comfin@chargeurs.com
www.chargeurs.com

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CHARGEURS (EPA:CRI) - Chargeurs - Minutes of the Annual General Meeting held on April 28, 2020

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