CHARGEURS (EPA:CRI) - CHARGEURS - Minutes of the Annual General Meeting held on April 8, 2021
Transparency directive : regulatory news
08/04/2021 17:45
Click here to download pdf version
PRESS RELEASE
Paris
April 8, 2021
Minutes of the Annual General Meeting (AGM) held on April 8, 2021
* Re-election of Mr. Michaël Fribourg as a Director;
* Reappointement of Mr. Michaël Fribourg as Chairman of the Board of Directors;
* Approval of say on pay: 2020 ex-post vote and 2021 ex-ante vote with respect
to the compensation of the Chairman and Chief Executive Officer and
non-executive directors;
* Approval of a dividend of EUR1.32 per share (including an interim dividend of
EUR0.28 per share paid in October 2020);
* Approval of the dividend payment in shares carrying immediate dividend
rights.
The Annual General Meeting of Chargeurs' shareholders was held behind closed
doors today (Thursday, April 8, 2021), chaired by the Company's Chairman and
Chief Executive Officer, Mr. Michaël Fribourg. Shareholders holding 59.10% of
the voting rights were present or represented at the meeting and approved, by a
large majority, all of the ordinary resolutions and the parent company and
consolidated financial statements of fiscal 2020.
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 8, 2021, the resolution to re-elect
Mr. Michaël Fribourg as a Director for a three-year term was approved by
90.76%.
At the Board of Directors' meeting held immediately after the Annual General
Meeting, the directors unanimously re-appointed Michaël Fribourg minus the
vote of the latter 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 six members, including three
independent directors, 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, thereby
exceeding the mandatory 40% female Board membership quota set in France's
Copé-Zimmerman Act for fiscal years commencing January 1, 2019.
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-I of the French
Commercial Code, the Annual General Meeting approved the compensation policy of
the Chairman and Chief Executive Officer for fiscal 2021 (ex-ante vote) and the
fixed, variable and exceptional components of the total compensation and
benefits in kind paid or awarded to the Chairman and Chief Executive Officer
for fiscal 2020 (ex-post vote).
The Annual General Meeting also approved Directors' compensation policy for
fiscal 2021 and 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 executive directors for fiscal 2020
(ex-post vote).
Dividend
The shareholders approved the payment of a dividend of EUR1.32 per share in
respect of fiscal 2020. An interim dividend of EUR0.28 per share was paid on
October 7, 2020. The ex-dividend date (in cash and shares) totaling EUR1.04 per
share is scheduled for April 13, 2021.
At the AGM, the shareholders resolved to offer the option of reinvesting the
final fiscal 2020 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 2020 dividend must notify their bank or broker
between April 15, 2021 (the start date of the exercise period for the dividend
reinvestment option), and April 26, 2021 inclusive. The issue price of the new
shares delivered as payment for the final dividend will be EUR19.03 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 2021 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 date April 13, 2021
* Start of reinvestment option period April 15, 2021
* End of reinvestment option period April 26, 2021
* Announcement of reinvestment results April 28, 2021
* Delivery date of shares and payment
of final dividend in cash April 30, 2021
The new shares issued as payment of the final dividend for fiscal 2020 will
rank pari passu with Chargeurs' existing shares from the following date:
* Shares issued as payment for the
final dividend April 30, 2021
2021 Financial Calendar
Tuesday, May 4, 2021 (before market)
First-quarter 2021 financial information
ABOUT CHARGEURS
CHARGEURS is a world leader of niche technologies and services, offering
integrated, high value-added 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(r), develops its manufacturing and technological
expertise across a range of sectors including premium materials protection,
fashion and luxury goods, museum services and healthcare.
As the Group begins a new chapter in its history of nearly 150 years, the Leap
Forward 2025 strategic plan is aimed at seizing market opportunities linked to
developments in production, distribution and consumption methods and widespread
demand for sustainable manufacturing solutions. Recognized for its highly
responsive, agile manufacturing and global footprint, Chargeurs' presence in
many areas of expertise supports its profitable and sustainable growth. In
2020, the Group generated revenue of EUR822m.
Financial Communications // +33 (0)1 47 04 13 40 // comfin@chargeurs.com
www.chargeurs.com