Chargeurs — AGM Information 2018

Apr 16, 2018

MINUTES OF THE ANNUAL GENERAL MEETING HELD ON APRIL16, 2018

PRESS RELEASE

Paris – April 16, 2018

• Re-election of Michaël Fribourg as a director
• Favorable say on pay vote for the Chairman and Chief Executive Officer's 2017 compensation package and the compensation policy set for him for 2018
• Approval of a dividend of €0.60 per share (including the €0.25 interim dividend paid in September 2017)
• 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 (April 16, 2018), chaired by the Company's Chairman and Chief Executive Officer, Michaël Fribourg. Shareholders holding 62.86% of the voting rights were present or represented at the meeting and approved, by a large majority, all of the ordinary resolutions (including those concerning approval of the 2017 financial statements of the parent company and the Group), as well as most of the extraordinary resolutions put forward by the Board of Directors. The purpose of these extraordinary resolutions is to enable the Group to raise the resources it requires to pursue its business development.

Governance

The shareholders reaffirmed their confidence in Michaël Fribourg by re-electing him as a director for a further three-year term. At the Board of Directors' meeting held immediately after the Annual General Meeting, the directors re-appointed Michaël Fribourg as Chairman of the Board, for his term as a member of the Board, and Chief Executive Officer of the Group, for a period of five years.

Chargeurs' Board of Directors currently comprises five members, including two independent women directors, as well as a non-voting member who attends Board meetings in a purely advisory capacity.

Compensation policy for the Chairman and Chief Executive Officer

Having been asked to cast a say-on-pay vote as required under paragraph 1 of article L.225-37-2 and article L.225-100 of the French Commercial Code, the shareholders approved (i) the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits payable to the Chairman and Chief Executive Officer for 2018 and (ii) the fixed, variable and exceptional components making up the total compensation and benefits paid or awarded to the Chairman and Chief Executive Officer for 2017.

The shareholders also approved the related-party agreements concerning the Chairman and Chief Executive Officer.

Dividend

The shareholders approved the payment of a €0.60 per-share dividend for 2017. An interim dividend of €0.25 per share was paid on September 29, 2017 and the final dividend of €0.35 per share will be paid (in cash or shares) on May 17, 2018.

At the AGM, the shareholders resolved to offer the option of reinvesting the final 2017 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 2017 dividend must notify their bank or broker between April 26, 2018 (the ex-dividend date for the final dividend) and May 7, 2018. The issue price of the new shares delivered as payment for the final dividend will be €21.70 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 2018. Any new shares issued as payment for the 2018 interim dividend(s) will also immediately carry dividend rights and rank pari passu with the Company's existing shares.

Timeline for final dividend payment:

•	Ex-dividend date and start of dividend reinvestment option period	April 26, 2018
•	End of reinvestment option period	May 7, 2018
•	Announcement of reinvestment results	May 15, 2018
•	Delivery of shares and payment of cash final dividend	May 17, 2018

The new shares issued as payment of the dividend (interim and final) will rank pari passu with Chargeurs' existing shares from the following dates:

•	Shares issued as payment for the interim dividend	April 26, 2018
•	Shares issued as payment for the final dividend	May 17, 2018

Financial Calendar

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Thursday, September 6, 2018 (before trading) Wednesday, November 14, 2018 (after trading)

First-half 2018 results Third-quarter 2018 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 1,600 employees based in 34 countries on five continents, who serve a diversified customer base spanning more than 80 countries.

In 2017, revenue totaled €533 million, of which more than 90% was generated outside France.

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