Description of the 2020-2021 Share Buyback Program
As required under articles 221-1 et seq. and 241-1 et seq. of the General
Regulations of France's securities regulator (Autorité des Marchés Financiers
- AMF), this document sets out the objectives and terms and conditions of the
new share buyback program approved by Chargeurs' shareholders at the April 28,
2020 Annual General Meeting.
1. SHAREHOLDER AUTHORIZATION OF THE 2020-2021 SHARE BUYBACK PROGRAM
In the thirteenth resolution of the Annual General Meeting held on April 28,
2020, Chargeurs' shareholders approved the Board of Directors' recommendation
and, in accordance with articles L. 225-209 et seq. of the French Commercial
Code, granted the Board a new authorization to carry out a share buyback
program, the main features of which are described below.
2. NUMBER OF SHARES HELD IN THE TREASURY AT MARCH 31, 2020 AND ALLOCATION PER
OBJECTIVE OF THE SHARE BUYBACK PROGRAM
At March 31, 2020, Chargeurs held 1,189,360 shares in treasury out of the total
23,848,641 shares making up its capital.
Part of these treasury shares were allocated to ensuring the liquidity of
Chargeurs' shares or making a market in the shares through an investment
service provider acting independently under a liquidity contract that complies
with a code of ethics approved by the AMF.
3. OBJECTIVES OF THE 2020-2021 SHARE BUYBACK PROGRAM
a) To ensure the liquidity of Chargeurs' shares or to make a market in the
shares through an investment service provider acting independently under a
liquidity contract that complies with a code of ethics approved by the AMF.
b) To hold shares for future delivery in payment or exchange for the
securities of other companies, in cash, stock-for-stock or capital contribution
transactions conducted as part of the Company's external growth strategy,
within the limits set by the applicable regulations.
c) To reduce Chargeurs' capital by canceling the acquired shares.
d) To hold shares for delivery or exchange on exercise of rights attached to
securities convertible, redeemable, exchangeable or otherwise exercisable for
e) For allocation under stock option plans set up by Chargeurs and governed by
articles L.225-177 et seq. of the French Commercial Code or any similar plan.
f) For allocation or sale to employees in connection with employee
profit-sharing plans or any employee savings plan set up at company or Group
level (or any similar plan) in accordance with the applicable laws, especially
articles L.3332-1 et seq. of the French Labor Code.
g) For allocation under free share plans governed by articles L.225-197-1 et
seq. of the French Commercial Code.
h) For the implementation of any accepted market practice or any market
practice that may be authorized in the future under applicable laws or by the
1. MAXIMUM PROPORTION OF CHARGEURS' CAPITAL THAT MAY BE ACQUIRED, MAXIMUM
NUMBER OF CHARGEURS SHARES THAT MAY BE HELD, AND MAXIMUM PURCHASE PRICE AND
CHARACTERISTICS OF THE SHARES THAT MAY BE BOUGHT BACK UNDER THE 2020-2021
Maximum proportion of capital that may be acquired
10 % of the total number of shares making up Chargeurs' capital, less the
1,153,914 shares held in treasury, i.e. 1,230,950 shares on the Company's
capital at December 31, 2019.
Maximum number of Chargeurs shares that may be held
In accordance with article L.225-210 of the French Commercial Code, the number
of shares held in treasury at any given date may not represent more than 10% of
Chargeurs' capital at that date.
Maximum per-share purchase price and maximum total investment in the buyback
The maximum purchase price under the share buyback program is set at EUR30 per
share, which may be adjusted by the Board of Directors if Chargeurs carries out
any corporate actions. The maximum total amount that may be invested in the
program is EUR36,928,500.
Characteristics of the shares that may be bought back
Only ordinary Chargeurs shares may be bought back under the program (listed on
Euronext Paris (Compartiment B) under ISIN FR0000130692.
The shares may be bought back, sold or transferred at any time (except while a
public offer for the Company's shares is in progress) and by any method within
the limits allowed under the applicable regulations, in on- or off-market
transactions, including through block purchases or sales, or through the use of
options or derivatives traded on a regulated market or over-the-counter,
including call options.
2. DURATION OF THE NEW SHARE BUYBACK PROGRAM
In accordance with the terms of the thirteenth resolution of the Annual General
Meeting held on April 28, 2020, the buyback program may be carried out at any
time during the eighteen months following the date of the Annual General
Meeting at which it was authorized, namely until October 27, 2021. The new
authorization supersedes the unused portion of the previous authorization given
for the same purpose at the May 6, 2019 Annual General Meeting.
In compliance with article 241-2, II of the AMF's General Regulations, while
the share buyback program is in progress, any significant change in any of the
information provided in sections 3, 4 and 5 above will be publicly disclosed
without delay, by the methods specified in article 221-3 of said Regulations.
Thursday, September 10, 2020
First-half 2020 results
Chargeurs offers its customers integrated differentiation solutions to meet the
new aspirations of consumers in terms of quality, innovation, environmental
sustainability and experience. Number one in the world in all of its
businesses, the Group, whose marketing signature is High Emotion Technology(r),
delivers its expertise in three key sectors with very high potential for value
creation: protection for premium materials, fashion and luxury and visitor
The Group has close to 2,200 employees in five continents, who serve a
diversified customer base spanning more than 90 countries.
In 2019, revenue totaled EUR626.2 million, of which more than 90% was generated