Chargeurs — AGM Information 2017

Apr 21, 2017

MINUTES ANNUAL GENERAL MEETING

PRESS RELEASE

Paris – April 21, 2017

Approval of all the ordinary resolutions and adoption of extraordinary resolutions

• Approval of a dividend of €0.55 per share (including an interim dividend of € 0.20 per share already paid in September 2016)
• Introduction of the possibility to opt for the payment in shares of the balance of the dividend
• Approval of Say on Pay at 99.6 %
• Election of Cécilia Ragueneau as an independent director
• Re-election of Emmanuel Coquoin as a director
• Appointment of HAF Audit & Conseil (member of Crowe Horwath International) and re-appointment of PricewaterhouseCoopers Audit as Statutory Auditors

The Annual General Meeting of Chargeurs shareholders was held today, on Thursday April 20, 2017, at the Capital 8 Convention Center, 32 rue de Monceau, Paris, chaired by Michaël Fribourg. Shareholders holding 54.74% of the voting rights were present or represented at the meeting and approved all ordinary resolutions, including approval of the 2016 financial statements of the parent company and the Group, and certain extraordinary resolutions recommended by the Board of Directors.

This Annual General Meeting enabled Chargeurs to continue to enrich its corporate governance rules, adapted to its requirements, and enables it to have a set of rules that will contribute to the acceleration of its business development over the long term.

Dividend

The shareholders approved the payment of a dividend of €0.55 per share for 2016. An interim dividend of €0.20 per share was paid on September 21, 2016. The payment of the balance of € 0.35 per share is foreseen on May 30, 2017.

The shareholders also approved the possibility to opt for the payment in shares of the balance of the dividend, benefiting from a discount: shareholders who opt for this alternative must send a request to their broker between May 3, 2017 (the ex-dividend date for the final dividend) and May 22, 2017. The issue price of the new shares delivered as payment for the final dividend will be €18.39 per share.

A separate press release will be issued by the Company in the coming days to provide details on the implementation of this option.

Compensation policy for the Chairman and Chief Executive Officer approved at 99.6%

In accordance with paragraph 1 of article L.225-37-2 of the French Commercial Code, introduced by Act 2016-1691 of December 9, 2016 (the "Sapin 2 Act"), the shareholders approved at 99.6% the principles and criteria used to determine, allocate and award the fixed, variable and exceptional components making up the total compensation and benefits in kind payable to the Chairman and Chief Executive Officer.

In addition, the General Meeting approved the related-party agreements and commitments relating to the Chairman and Chief Executive Officer at 99.6%.

Governance

The shareholders approved the election of Cécilia Ragueneau as an independent director and the re-election of Emmanuel Coquoin as a director, who is also a member of the Audit Committee, and, both for a three-year term.

Cécilia Ragueneau is currently CEO of RMC and previously held management positions in the Canal+ group, including CEO of i>télé between 2011 and 2015. Cécilia Ragueneau succeeds Catherine Sabouret on the Board. Chargeurs would like to thank Catherine Sabouret for her contribution to life and transformation of the Group in the exercise of her mandate.

Statutory Auditors

In accordance with the rules relating to mandatory rotation of audit firms, and in order to avoid having to appoint two new Statutory Auditors at the same time in 2023 when the existing Auditors' last legally-possible terms of office were due to expire, the shareholders approved the appointment of HAF Audit & Conseil (member of Crowe Horwath International) and the re-appointment of PricewaterhouseCoopers Audit (PwC) as the Company's Statutory Auditors for a six-year term.

Approval of other resolutions

The following resolutions were also approved at the Annual General Meeting:

• Authorization for the Board of Directors to carry out a share buyback program. Pursuant to this authorization, the Company will renew its liquidity contract with Rothschild & Cie Banque in order to ensure the liquidity of Chargeurs shares.
• Authorization for the Board of Directors to reduce the Company's capital by a maximum of 10% by canceling treasury shares.
• Authorization for the Board of Directors to grant free shares to employees and/or officers, without pre-emptive subscription rights for existing shareholders.

The Shareholders' Meeting did not, in its formation, adopt the extraordinary technical resolutions for issuance by private placement with cancellation of pre-emptive subscription rights and the introduction of an increased dividend for shares registered in registered form.

2017 Financial Calendar Thursday, September 7, 2017 (before the start of trading) Thursday, November 14, 2017 (after the close of trading)

First-half 2017 results

Third-quarter 2017 financial information

ABOUT CHARGEURS

Chargeurs is a global manufacturing and services group with leading positions in four segments: temporary surface protection, garment interlinings, technical substrates and combed wool.

It has over 1,500 employees based in 34 countries on five continents, who serve a diversified customer base spanning more than 70 countries.

In 2016, revenue totaled more than €500 million, of which more than 90% was generated outside France.

CONTACT

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