CHARGEURS : 2023 Universal Registration Document

20

23

Universal

Registration

Document

Discipline

and Reinvention

20

23

Universal

Registration

Document

Integrated Report Annual Financial Report

1	Business overview	39
1.1	Chargeurs Advanced Materials	40
	1.2	Chargeurs PCC Fashion Technologies	44
	1.3	Chargeurs Museum Studio	48
	1.4	Chargeurs Luxury Fibers	52
	1.5	Chargeurs Personal Goods	56
	1.6	Analysis of 2023 consolidated results	58
	1.7	A culture of excellence at the service of niche markets	62

	Risk factors and
2 control environment	65
	2.1	The main risks to which the Group believes it is exposed	66
	2.2	Risk management and internal control	79
3	Non-Financial
Performance Statement	83
	3.1	Our shared value creation model	86
	3.2	Our CSR governance	88
	3.3	Our environmental performance and action plans	102
	3.4	Our social and societal performance and action plans	114
	3.5	Summary table of social indicators	121
	3.6	Non-financial performance statement concordance table	122
	3.7	European Green Taxonomy	123

3.8 Methodological note on reporting and non-financial indicators 125

	3.9	Independent third-party report opinion of the auditing body	129
4	Corporate governance	133
4.1	Corporate governance framework	134
4.2	Governance structure and Board Committees	135

4.3 Executive Management, Board of Directors

	and Board Committees	145
4.4	Directors' compensation	153
4.5	Code of Conduct and Ethics Committee	170

Financial and accounting
5 information	171
5.1	The Group's 2023 consolidated financial statements	172
5.2	2023 annual financial statements	225

5.3 Statutory Auditors' special report on related-party agreements 242

5.4 Other financial and accounting information

244

	Share capital and
6 ownership structure	245
	6.1	Stock market information	246
	6.2	Dividends paid	248
	6.3	Ownership structure	248
	6.4	Additional information about the Company's capital	249
	Information regarding
7 the Annual General Meeting
	of April 30, 2024	257
	7.1	Agenda	258
	7.2	Report of the Board of Directors on the draft resolutions
		submitted to the Annual General Meeting of April 30, 2024	259
	7.3	Draft resolutions submitted to the Annual
		General Meeting of April 30, 2024	285
8	Additional information	301
8.1	Relationships between Chargeurs and its subsidiaries	302
	8.2	Main legal and statutory provisions	302
	8.3	Person responsible for the Universal Registration Document	304

8.4 Documents available to the public and incorporation

	by reference	304
8.5	Statutory Auditors	304
8.6	Cross-reference tables	305
8.7	European Taxonomy	312
8.8	Glossary of financial terms	315

P.2

Integrated

Report

This document is a translation into English of the Company's Universal Registration Document issued in French. The French version of the Universal Registration Document was filed on April 10, 2024, with the French Financial Markets' Authority (Autorité des marchés financiers - AMF),

as the competent authority under Regulation (EU) 2017/1129, without prior approval as allowed by Article 9 of the Regulation.

The Universal Registration Document may be used as a prospectus for

a public offer of financial instruments

or the admission of financial instruments for trading on a regulated market, provided that it is accompanied

by an information memorandum

(or listing particulars) and, if necessary, summary and detailed descriptions of all the amendments made to

the Universal Registration Document.

The 2023 Universal Registration Document, including the Annual Financial Report 2023, has been prepared under the ESEF format (European Single Electronic Format) and filed with the AMF, available on the Company's website

and on the AMF's website.

P.03

VISION

Chargeurs at a glance	04
More than 150 years of entrepreneurial spirit	06
Interview with the Chairman	08
2023 Highlights	10
Two business Divisions	12
Technologies	14
Luxury	16
International network	18

P.19

STRATEGY

Global challenges	20
A strategy to create world leaders	22
CSR policy	24
Innovation	26
Our value-creation model	28
Financial performance	30
Non-financial performance data	31
Risk management	32

P.33

GOVERNANCE

Board of Directors	34
Executive Committee	36
Stock market data	37	PURPOSE OF
		THE INTEGRATED
		REPORT

The Group's entrepreneurial DNA centers on four fundamental values: reliability, passion, boldness and commitment. Throughout its 150 years of existence, the Group managed

to transform itself by capitalizing on a portfolio of constantly evolving assets. Today, Chargeurs is a global leader for high value-added services operating in niche markets. Through this Integrated Report, you will discover the businesses that make up Chargeurs and its history and how, thanks to its entrepreneurial business model, the Group creates sustainable value for all its stakeholders.

This report, which is managed by the Financial Communications Department, is the result of the combined work of all the Group's Executive Committee members. Reported financial and non-financial data illustrates the actions and performance of the Group in 2023.

2 - Universal Registration Document

CHARGEURS 2023

1. i
   SiON

A committed global group with a leader position in niche industrial and services businesses

V I S I O N

Global champions in niche businesses

Chargeurs is a diversified international holding company and a leader in niche, high value-added markets with strong structural demand. Active in close to 100 countries with nearly 2,300 employees, the Group is supported by the long-termcommitment of Groupe Familial Fribourg, a fully dedicated and engaged shareholder, and its portfolio of assets structured into two strategic divisions, Technologies

and Luxury, to address the major challenges faced by its markets.

T E C H N OL O GI E S

Division

CHARGEURS

ADVANCED MATERIALS

World No. 1

• operating under the trading name Novacel, Chargeurs Advanced Materials offers the most extensive range of high-tech industrial process films on the market, covering the most demanding materials for the construction, interior design and household appliances sectors.

CHARGEURS PCC FASHION

TECHNOLOGIES

World No. 1

• world leader in interlinings for the whole clothing industry, Chargeurs PCC Fashion Technologies provides major ready-to-wear womenswear
  and menswear global brands with highly technical products essential to the creation of their collections.

LU X U RY

Division

CHARGEURS

MUSEUM STUDIO

World No. 1

• world leader in cultural engineering and production, Chargeurs Museum Studio offers a platform of services and expertise that is unique worldwide in the service of museums, foundations and brands, with the ambition of creating unforgettable visitor experiences.

CHARGEURS

LUXURY FIBERS

World No. 1

• supplies the finest wool fibers in the world. Leveraging its proprietary traceability blockchain, it acts as the traceable and sustainable wool supplier for fashion brands.

CHARGEURS PERSONAL GOODS

Quiet Luxury brands

• brings together and showcases the exceptional expertise in high-end personal accessories segments.

4 - Universal Registration Document

CHARGEURS 2023

KEY FIGURES

€653.2m

REVENUE IN 2023

€26.6m 19

5

businesses with unique expertise

2023 recurring operating profit

15 R&D

centers worldwide

Nearly

2,300

employees

35%

revenue generated by sustainable products

100% 

of employees trained in the Code of Conduct

production sites

Industrial

and commercial presence on

5 continents

67.6%*

Share of Chargeurs capital owned

by Groupe Familial Fribourg and

its partners

*Investment held jointly via Colombus Holding and Colombus Holding 2 (including treasury shares).

Universal Registration Document

CHARGEURS 2023 - 5

V I S I O N

More than 150 years

of entrepreneurial spirit

The Compagnie Maritime des Chargeurs Réunis, founded in 1872, was one of the first major international groups. Its activities included

air and sea transport at a time when international transport was booming. In the 1980s, the Group diversified its activities to the textile industry and media. In 1996, two distinct entities were created to refocus the Chargeurs group on its industrial activities on the one hand, and in the audiovisual sector on the other. In 2015, with Michaël Fribourg at its helm, the Group embarked on a new phase in its transformation.

1872

Creation of the Compagnie Maritime des Chargeurs Réunis

1963

Creation of the first private long-haul airline (UTA)

1981

Diversification into textiles, media and industry,

and disposal of the transport activities

1996

Separation of the industrial activities from the media empire. And IPO on

the Paris stock market

INNOVATION-DRIVEN GROWTH EXTERNAL GROWTH

2017

With the NATIVATM program for Merino wool, Chargeurs Luxury Fibers becomes a pioneer in the trading of eco-designed and traceable natural fibers

2015

A NEW ERA

OF TRANSFORMATION

Colombus Holding S.A.S., founded by Michaël Fribourg, becomes the Group's main shareholder.

Major capital expenditure and targeted acquisitions transform the businesses in the Technologies Division, thereby strengthening their technological lead.

Chargeurs Luxury Fibers, for its part, adopts a disruptive business model combining the production of wool which is more eco-responsible

with a traceability solution throughout the value chain.

Having created Chargeurs Museum Studio in 2020, the Group assists public and private institutions in their ambition to extend their cultural footprint.

In 2022, Chargeurs creates Chargeurs Personal Goods, positioning Chargeurs as a new player in the high-end personal accessories segment.

6 - Universal Registration Document

CHARGEURS 2023

2019

Launch of the new 4.0 production line at Chargeurs Advanced Materials, strengthening the business line's operational excellence

2022

Acquisition of Skira, publisher of high-end art books,

and Cambridge Satchel, the high-end leather goods brand

2018

Acquisition of PCC Interlining (USA): Chargeurs becomes the world leader in interlining fabrics

2020

Creation of Chargeurs Museum Studio with the acquisition

of D&P Inc, US leader in integrated solutions for museums

2021

Chargeurs moves into the luxury world, with the acquisitions of Swaine,

a champion of British luxury, and Altesse Studio, a luxury haircare brand.

2023

Two new innovative products launched at Chargeurs PCC Fashion Technologies: Zero-Water Dyeing, a range of innovative interlinings and Pearlflex,

a new PVC-free advertising canvas fabric made from recycled PET yarn

PUBLIC TENDER OFFER

FOR THE CHARGEURS GROUP:

the offer coincides with a new chapter in the Group's history

Universal Registration Document

CHARGEURS 2023 - 7

V I S I O N

Interview

MICHAËL FRIBOURG

Chairman and

Chief Executive

Officer

"The Fribourg family and its partners will consolidate Chargeurs'

global expansion model through global niche champions

in high value-added sectors."

What is your take on 2023 for the Group as a whole and each of your Divisions?

The 2023 fiscal year proved unfavorable, with numerous headwinds. A series of crises adversely affected some of our businesses, notably the long-standing Chargeurs Advanced Materials business line. The latter posted a 17.3% like-for-like decrease in revenue during fiscal 2023. This result followed on from a highly contrasted year in 2022, in which it achieved all-time record business (volumes/prices) levels in first-half 2022, partly owing to substantial post-COVID inventory building at customers, and from the second half onwards was impacted by an exceptional decline in volumes. A series of violent shocks disrupted business expectations in all countries and the recovery finally began in the third quarter of 2023 with a gradual increase in volumes at Chargeurs Advanced Materials.

In addition, the 50% devaluation of the Argentine peso in December 2023 impacted the revenue of the Chargeurs PCC Fashion Technologies business line to the tune of €7 million.

Even though the Luxury Division generated like-for-like revenue growth of 3.4% in 2023, driven primarily by Chargeurs Museum Studio, Group revenue nevertheless declined 6.9% on a like-for-like basis owing to the soft contribution of Chargeurs Advanced Materials.

This affected the Group's profitability, and even though all businesses continued to generate a profit in 2023, Group recurring operating profit of €26.6 million and attributable net profit of €1.5 million were far below our standards. The sharp decline in the recurring operating profit of Chargeurs Advanced Materials (down 55.7% to €10.1 million), resulting from low sales volumes and higher energy costs, was the main cause of the decrease in the Group's profitability.

However, the profitability of our growth assets was safeguarded in part and even improved in some of our business activities: driven by powerful sales momentum, Chargeurs Museum Studio posted impressive perfor- mances, as did Chargeurs Luxury Fibers, which improved its operating margin by 0.9 points through the ramp-up of NATIVATM certified wool sales. Chargeurs Personal Goods, our new business line created at the end of 2022 targeting the B2C market of high-end personal accessories, made headway consistent with our objec- tives, with a 14.7% pro forma like-for-like increase in revenue in 2023. We also made considerable growth investments which weighed on the business line's profitability this year.

8 - Universal Registration Document

CHARGEURS 2023