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DVA - Minutes of the Combined General Meeting held on April 9, 2025

Company: Chargeurs Date: 2025-04-09 Language: English Register to download
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# Chargeurs officially becomes Compagnie Chargeurs Invest Minutes of the Combined General Meeting held on April 9, 2025

- Approval of the change of company name: Chargeurs becomes Compagnie Chargeurs Invest effective as of today
- Governance:
	- o Renewal of the Director's mandate of Colombus Holding SAS, represented on the Board by Mr. Emmanuel Coquoin
	- o Appointment of Mrs. Carine de Koenigswarter as Director
	- o Appointment of Mr. Pierre Rambaldi as non-voting Director
- Approval of the dividend payment of €0.13 per share in respect of the fiscal year 2024, approval of the option for the dividend payment in shares in respect of the fiscal year 2024 and of the option for the interim dividend payment in shares for the 2025 fiscal year with immediate dividend rights
- Approval of the increase in Compagnie Chargeurs Invest's share capital by a total amount of €294,369,797.76 through the incorporation of reserves and premiums, achieved by increasing the par value of existing shares from €0.16 euros to €12 per share
- Approval of the say-on-pay: 2024 ex-post vote and 2025 ex-ante vote on compensation for the Chairman and Chief Executive Officer and non-executive corporate officers

The Combined General Meeting was held on Wednesday April 9, 2025 at L'Apostrophe, 83 avenue Marceau 75116 Paris, under the chairmanship of Mr. Michaël Fribourg, Chairman and CEO of the Group. With a quorum of 75.45%, the shareholders approved by a large majority all the ordinary and extraordinary resolutions, in particular those concerning the parent company and consolidated financial statements for the year ended December 31, 2024.

The detailed voting results, resolution by resolution, after certification of the attendance sheet by the officers of the Annual General Meeting, are available on the Group's website in the "General Meeting of Shareholders" section, via the following link: [https://www.chargeurs.com/combined-shareholders](https://www.chargeurs.com/combined-shareholders-meeting/?lang=en)[meeting/?lang=en.](https://www.chargeurs.com/combined-shareholders-meeting/?lang=en)

The Combined General Meeting was broadcast live and can be accessed in French on [www.chargeurs.com.](http://www.chargeurs.com/)

## **Change in the Company's name**

On January 16, 2025, following 10 years of profound transformation of its businesses and the success of the public tender offer led in spring 2024 by Groupe Familial Fribourg and its partners, the Group announced its intention to adopt the new name of Compagnie Chargeurs Invest.

The Combined General Meeting of Shareholders approved the resolution concerning the name change, which becomes effective as of today.

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This new identity fully reflects the Group's role as an operator and developer of global champions, and as an investor actively managing a portfolio of high value-added assets.

#### **Governance**

At the Combined General Meeting of April 9, 2025, the following resolutions relating to the composition of the Board of Directors were adopted:

- Renewal of the Director's mandate of Colombus Holding SAS, represented within the Board by Mr. Emmanuel Coquoin, at 92.84%, for a 3-year term, until the close of the Annual General Meeting to be held in 2028 to approve the financial statements for the year ending December 31, 2027.
- Appointment of new members to the Board of Directors at 93.05%:
	- o Appointment of Mrs. Carine de Koenigswarter as Director
	- o Appointment of Mr. Pierre Rambaldi as non-voting Director,

for a 3-year term, i.e. until the close of the Annual General Meeting to be held in 2028 to approve the financial statements for the year ending December 31, 2027.

Following the General Meeting, the Compagnie Chargeurs Invest's Board of Directors is composed as follows

- Mr. Michaël Fribourg, Chairman of the Board
- Colombus Holding SAS, represented by Mr. Emmanuel Coquoin
- Colombus Holding 2 SAS, represented by Mr. Georges Ralli
- Mrs. Stéphanie Cassan-Fribourg, director
- Mrs. Carine de Koenigswarter, director
- Mrs. Alexandre Rocca, independent director
- Mr. Nicolas Urbain, director
- Mr. Pierre Rambaldi, non-voting director

The Board of Directors, who met following the General Meeting, changed the composition of its specialized Committees as follows:

## Audit committee:

- Mr. Emmanuel Coquoin, chair
- Mrs. Alexandra Rocca
- Mr. Georges Ralli

## Governance and Compensation committee:

- Mrs. Stéphanie Cassan-Fribourg, chair
- Mr. Georges Ralli

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## Sustainable Strategy committee:

- Mr. Nicolas Urbain, chair
- Mrs. Carine de Koenigswarter

## **Option for the 2024 dividend payment in shares**

The General Meeting approved the option for the dividend payment of €0.13 per share for the fiscal year 2024 in shares.

The ex-dividend payment date will be on June 23, 2025. The dividend will be paid (in cash and in shares) on July 15, 2025, and delivery of the shares to shareholders who have opted for payment in shares will take place on the same date.

The newly issued shares will carry immediate dividend rights and will be fully assimilated to the other shares making up the Company's share capital from the date of issue.

Shareholders who take up the option to reinvest their 2024 dividend must notify their bank or broker as from June 25, 2025, the start date of the exercise period for the dividend reinvestment option, until July 9, 2025.

After applying for a 10% discount, the issue price of the new shares delivered as payment for the dividend will be €10.34 per share. The Group will issue a separate press release detailing the procedures to follow for shareholders who wish to take up the dividend reinvestment option

## **Option to receive interim dividends in shares**

The General Meeting approved the option to pay interim dividends in shares in respect of the 2025 fiscal year. The newly issued shares would carry immediate dividend rights and would be assimilated to the other shares making up the Group's share capital from the date of issue.

## **Increase in the company's share capital**

The Annual General Meeting approved an increase in the Company's share capital by a total amount of €294,369,797.76 euros, through the incorporation of €192,908,497.62 from "Other reserves" and €101,461,300.14 from "Additional paid-in capital", thereby increasing the Company's share capital from €3,977,970.24 to €298,347,768. This capital increase will be carried out by increasing the par value of the Company's ordinary shares from €0.16 to €12 per existing ordinary share.

As a result of this decision, the "Other reserves" account is increased from €195,138,229.57 to €2,229,731.95 and the "Additional paid-in capital" account is reduced from €101,461,300.14 to €0.

## **Compensation paid to the Chairman and Chief Executive Officer and non-executive corporate officers**

In accordance with the provisions of Articles L.22-10-8 and L.22-10-34-I of the French Commercial Code, the General Meeting approved the compensation policy for the Chairman and Chief Executive Officer in respect of the 2025 fiscal year (ex-ante vote), as well as all the fixed, variable and exceptional compensation components making up the total compensation and benefits of all kinds paid or awarded

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in respect of the 2024 fiscal year to the Chairman and Chief Executive Officer in respect of his office (expost vote).

In addition, the General Meeting approved the remuneration policy for Directors in respect of the 2025 fiscal year, in accordance with Articles L. 22-10-14 and L.22-10-8 of the French Commercial Code (ex-ante vote), as well as the information referred to in Article L. 22-10-9 of the French Commercial Code relating to the remuneration paid or awarded to each corporate officer in respect of the 2024 fiscal year (ex-post vote).

## 2025 Financial calendar

Tuesday, April 29, 2025 (before market opens)Wednesday, July 30, 2025 (before market opens)

 2025 First-quarter financial information 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