Chargeurs — AGM Information 2022

Apr 7, 2022

Minutes of the Annual General Meeting (AGM) held on April 7, 2022

• Appointment of Ms. Anne-Gabrielle Heilbronner as an Independent Director;
• Re-election of Colombus Holding SAS as a Director, represented on the Board of Directors by Mr. Emmanuel Coquoin;
• Re-election of Ms. Isabelle Guichot as an Independent Director;
• Re-election of Mr. Georges Ralli as a Non-Voting Director:
• Approval of say on pay: 2021 ex-post vote and 2022 ex-ante vote with respect to the compensation of the Chairman and Chief Executive Officer and non-executive directors;
• Approval of a dividend of €1.24 per share (including an interim dividend of €0.48 per share paid on October 7, 2021);
• Approval of the final dividend payment in shares carrying immediate dividend rights.

The Annual General Meeting of Chargeurs' shareholders was held today (Thursday, April 7, 2022) at the Capital 8 Conferences Center (32, Rue de Monceau, 75008 Paris, France) and chaired by the Company's Chairman and Chief Executive Officer, Mr. Michaël Fribourg. Shareholders holding 61.72% of the voting rights were present or represented at the meeting and approved, by a large majority, all of the ordinary resolutions, particularly the parent company and consolidated financial statements of fiscal 2021, as well as the extraordinary resolutions.

The detailed results of the votes, resolution by resolution, are available on the Chargeurs website in the "Shareholders' Meeting" section, after certification of the attendance sheet by the Shareholders' Meeting Office, via the following link: https://www.chargeurs.com/combined-shareholders-meeting/?lang=en

Governance

During the Annual General Meeting of April 7, 2022, the following resolutions concerning the composition of the Board of Directors were adopted:

• Appointment of Ms. Anne-Gabrielle Heilbronner as an Independent Director for a three-year term, approved by 91.33 %;

A General Auditor and former student of France's École Nationale d'Administration (ENA), Anne-Gabrielle Heilbronner is a graduate of both ESCP Management School and Sciences-Po. She also holds a postgraduate diploma in Public Law. Since 2013, Ms. Heilbronner has held the Secretary General position of Publicis Groupe for which she has also been a Member of the Management Board since 2014. She has been in charge of Human Resources, Legal, Internal Audit, Risk Management and Internal Control, as well as Social and Environmental Responsibility. Prior to this, Ms. Heilbronner held a number of leading positions in both the French government and the private sector.

Ms. Heilbronner's appointment will strengthen the skills of the Board of Directors in the following areas especially: international experience, finance/audit/M&A, CSR, and governance of listed companies.

• Re-election of Colombus Holding SAS as a Director, represented on the Board of Directors by Mr. Emmanuel Coquoin, for a three-year term, approved by 91.02%;
• Re-election of Ms. Isabelle Guichot as an Independent Director for a three-year term, approved by 97.44%;
• Re-election of Mr. Georges Ralli as a Non-Voting Director for a one-year period, approved by 80.36%.

Chargeurs' Board of Directors currently has six Directors, including three Independent Directors as well as a Non-Voting Director (Censeur) who attends Board meetings in an advisory capacity.

50% of the Board's members are women and 50% are Independent Directors, thereby exceeding the mandatory legal 40% women Board membership quota set in France.

Compensation for the Chairman and Chief Executive Officer and non-executive directors

In accordance with Articles L. 22-10-8 and L. 22-10-34 of the French Commercial Code, the Annual General Meeting approved the compensation policy of the Chairman and Chief Executive Officer for fiscal 2022 (exante vote) and the fixed, variable and exceptional components of the total compensation and benefits paid or awarded to the Chairman and Chief Executive Officer for fiscal 2021 (ex-post vote).

The Annual General Meeting also approved the Directors' compensation policy for fiscal 2022, in accordance with Article L. 22-10-14 and L. 22-10-8 of the French Commercial Code (ex-ante vote) and the information referred to in Article L. 22-10-9 of the French Commercial Code with respect to the compensation paid and awarded to each non-executive director for fiscal 2021 (ex-post vote).

Dividend

The shareholders approved the payment of a dividend of €1.24 per share in respect of fiscal 2021. An interim dividend of €0.48 per share was paid on October 7, 2021. The ex-dividend date (in cash and shares) totaling €0.76 per share is scheduled for April 12, 2022.

At the AGM, the shareholders resolved to offer the option of reinvesting the final fiscal 2021 dividend in new Chargeurs shares. The new shares will carry dividend rights immediately and will rank pari passu with the Company's existing shares as from their issue date. Shareholders who take up the option to reinvest their final fiscal 2021 dividend must notify their bank or broker between April 14, 2022 (the start date of the exercise period for the dividend reinvestment option), and April 25, 2022. After applying a 10% discount, the issue price of the new shares delivered as payment for the final dividend will be €17.53 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.

At the AGM, the shareholders resolved to offer the option of reinvesting the final fiscal 2022 dividend in new Chargeurs shares. They carry dividend rights immediately and rank pari passu with the Company's existing shares from their issue.

Timeline for final dividend payment:

Ex-dividend payment date	April 12, 2022
Start of reinvestment option period	April 14, 2022
End of reinvestment option period	April 25, 2022
Announcement of reinvestment results	April 27, 2022
Delivery date of shares and payment of final dividend in cash	April 29, 2022
The new shares issued as payment of the final dividend for fiscal 2021 will rank pari passu	April 29, 2022
with Chargeurs' existing shares from the following date

2022 Financial Calendar

Thursday, May 12, 2022 (before market) 2022 first-quarter financial information

ABOUT CHARGEURS

CHARGEURS is a world leader of niche technologies and services, offering integrated, high valueadded solutions to its B2B and B2C customers. Active in 90 countries with nearly 2,500 employees, the Group, whose global signature is High Emotion Technology®, develops its manufacturing and technological expertise across a range of sectors including premium materials protection, fashion and luxury goods, museography, health and well-being.

In 2022, the Group celebrates its 150th year of entrepreneurial boldness. With its Leap Forward 2025 strategic plan, the Group aims to step up the game by seizing market opportunities linked to developments in production, distribution and consumption methods and widespread demand for sustainable manufacturing solutions. Recognized for their highly agile manufacturing and their global footprint, Chargeurs' many areas of expertise are intended to support its profitable and sustainable growth. In 2021, the Group generated revenue of €736.6m.