REGISTRATION DOCUMENT Including the Integrated Report CONTENTS
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2018 REGISTRATION DOCUMENT including the Integrated Report CONTENTS 2018 BUSINESS OVERVIEW 33 CORPORATE GOVERNANCE 95 INTEGRATED 1 - 1.1. Chargeurs Protective Films 34 4 - 4.1. Corporate governance 1.2. Chargeurs PCC Fashion framework 96 Technologies 38 4.2. MiddleNext Corporate REPORT 1.3. Chargeurs Technical Substrates 42 Governance Code 1.4. Chargeurs Luxury Materials 46 recommendations that were PAGE.02 1.5. Analysis of 2018 not applicable or were not consolidated results 50 applied at December 31, 2018 97 1.6. A culture of manufacturing 4.3. Governance structure and excellence 54 Board committees 97 4.4. Presentation of the members of Management, the Board of Directors and the Board RISK FACTORS AND THE Committees 104 CONTROL ENVIRONMENT 57 4.5. Compensation payable to the 2 - Group’s directors and officers 111 2.1. The main risks to which the 4.6 Code of Conduct and Ethics Group believes it is exposed 58 Committee 119 2.2. Insurance 66 2.3. Internal control procedures and risk management 67 FINANCIAL AND ACCOUNTING 5 - INFORMATION 121 NON-FINANCIAL 5.1. The Group’s 2018 consolidated PERFORMANCE STATEMENT 73 financial statements 122 3 - 5.2. 2018 financial statements of 3.1. CSR strategy 74 the parent company 178 3.2. Managing the CSR approach 74 5.3. Statutory Auditors’ special 3.3. Non-financial performance: report on related-party Gaïa index 75 agreements and commitments 195 3.4. Interview with Michaël Fribourg 75 5.4. Other financial and accounting 3.5. The Group’s major risks information 197 and opportunities 76 3.6. Governance challenges 76 3.7. Environmental challenges 78 3.8. Societal challenges 78 SHARE CAPITAL AND 3.9. Human Resources challenges 79 OWNERSHIP STRUCTURE 201 3.10. Chargeurs Protective Films 80 6 - 3.11. Chargeurs PCC Fashion 6.1. Stock market information 202 Technologies 82 6.2. Dividends paid 204 3.12. Chargeurs Technical Substrates 84 6.3. Ownership structure 204 3.13. Chargeurs Luxury Materials 86 6.4. Additional information about 3.14. Report by one of the Statutory the Company’s capital 205 Auditors, appointed as an independent third party , on the consolidated human resources, environmental and social information included in the management report 91 2018 REGISTRATION DOCUMENT – CHARGEURS INFORMATION ABOUT THE ANNUAL GENERAL MEETING 7 - OF MAY 6, 2019 213 7.1. Agenda 214 7.2. Report of the Board of Directors on the resolutions presented at the Ordinary and Extraordinary General Meeting of May 6, 2019 215 7.3. Proposed resolutions 222 8 - ADDITIONAL INFORMATION 231 2018 8.1. Relationships between Chargeurs and its subsidiaries 232 REGISTRATION 8.2. Main legal characteristics 232 8.3. Statement by the person DOCUMENT responsible for the registration document 233 INTEGRATED REPORT 8.4. Documents available ANNUAL FINANCIAL REPORT to the public 234 8.5. Statutory Auditors 234 8.6. Glossary of financial terms 234 8.7. Cross-reference tables 235 he French version of this Registration Document was filed with the French financial Tmarkets authority (Autorité des Marchés Financiers – AMF) under number R. 19-005 on April 12, 2019, pursuant to Article 212-13 of the AMF’s General Regulations. It may only be used in connection with a corporate finance transaction when accompanied by a prospectus approved by the AMF. It was prepared by the issuer and is the responsibility of the persons whose signatures appear therein. The English language version of this report is a free translation of the original, which was prepared in French. In all matters of interpretation, views or opinions expressed in the original language version of the document in French take precedence over the translation. The filing, in accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code (Code monétaire et financier), was carried out after verification by the AMF that the document is exhaustive and intelligible and that the information it contains is consistent. It does not imply that the AMF is authenticating the financial and accounting data presented. 2018 REGISTRATION DOCUMENT – CHARGEURS — 1 Our first integrated report This year, the Chargeurs Group is preparing its first integrated report, in a commitment to explaining how it creates long-term value for customers, shareholders, employees and other stakeholders, as well as for society as a whole. The report is designed to give readers a holistic vision of the Group’s challenges, while encouraging them to find out more as they read through the registration document. It was prepared as a collaborative project involving the entire Executive Committee and led by the Financial Communications Department. By combining both financial and non-financial data, it presents a well-rounded picture of our initiatives and performance as we move forward to a sustainable future. 2 — 2018 REGISTRATION DOCUMENT – CHARGEURS “Making A MESSAGE FROM 2018 our businesses MICHAËL FRIBOURG, INTEGRATED iconic champions Chairman and Chief in high Executive Officer REPORT value-added CONTENTS niches.” P.04 Chairman’s message — 04 Financial highlights — 06 History of the Group — 07 Outstanding achievements — 08 OUR BUSINESSES OUR STRATEGY P.10 P.18 Chargeurs Protective Films — 12 Chargeurs PCC Fashion Technologies — 13 International expansion — 19 Chargeurs Technical Substrates — 14 Game Changer — 20 Chargeurs Luxury Materials — 15 The ongoing success of the Global challenges as new opportunities — 16 Chargeurs Business Standards — 21 Innovating to push back boundaries — 22 Designing Iconic Champions — 23 Selective acquisitions — 24 A sustainable transformation — 26 Creating shared value — 28 GOVERNANCE P.30 Robust, engaged governance — 30 2018 REGISTRATION DOCUMENT – CHARGEURS — 3 Message from the Chairman “Our global leadership positions give us a decisive competitive advantage, because we are the obvious go-to partners for our customers.” Michaël Fribourg Chairman and Chief Executive Officer With the Game Changer Competitiveness Program In October 2018, initiated in 2017, we have instilled new operational Chargeurs discipline and marketing momentum, which was included together have further stepped up the pace of our in the benchmark profitable growth. In 2018, our revenue increased by Gaïa sustainable 7.6% to €573.3 million, while our recurring operating development profit rose by a solid 10.4%, in a demanding, highly index volatile business environment. Game Changer is also supporting our distinctive, targeted acquisition strategy, which is enhancing our potential for innovation, the premiumization of our products and services, and our penetration of new markets around the globe. Chargeurs now operates in 90 countries, with global leadership positions in each of its businesses. All this means that I can reaffirm my confidence in reaching our target of more than €1 billion in revenue by the end of 2021, one year ahead of our initial goal. Staying one step ahead through premiumization In our niche businesses, our brands are recognized for their exceptional innovation, reliability, quality and service. Our products already set the market standards of excellence, and our Game Changer program is taking them to the next level. Chargeurs products must not only create economic value for our customers, but also give them the means to 4 — 2018 REGISTRATION DOCUMENT – CHARGEURS address their environmental and social challenges. This is why we have intensified our culture of innovation, while improving the efficiency of our manufacturing and supply chain. In every business, we are designing increasingly end-to-end solutions In 2018, we moved steadily up the value chain in each business. We successfully completed the acquisitions of Leach in the UK and PCC Interlining, based in Asia and the United States, as well as creating luxury online brand Amédée 1851 and ramping up the deployment of the Chargeurs Protective Specialty Machines division. Mid-2019, our Protective Films business will launch a new, extremely high-tech production line. The result of 20 months of engineering and fabrication work by a dedicated, multi-disciplinary team, the new line perfectly illustrates our manufacturing vision. It is disruptive, connected, resource-efficient and designed in close collaboration with customers, all with a focus on maintaining our competitive lead. “We will pursue Moving to the next level with the “iconic” program our profitable Leveraging this deeply rooted high-tech culture, Chargeurs is strengthening the status of its growth strategy by products and services with “Iconic Ignition,” a stepping up the new, high customer-impact marketing strategy that will enable our products and services to deliver premiumization of even more value, while further cementing our reputation as the go-to partner for our customers. our product lines and In the field, in direct contact with our customers, leading our targeted we are a source of results-oriented innovation and specification, in ways that meet their emerging acquisitions drive.” needs further and further upstream. In every business and at corporate headquarters, our employees are committed to ensuring that our products and services are, more than ever, seen as absolute standards of excellence and must-have components in our customers’ value chains. 2018 REGISTRATION DOCUMENT – CHARGEURS — 5 Financial highlights Chargeurs is a global manufacturing and services Group that holds leading positions in high value-added niche businesses. Chargeurs, REVENUE(1) RECURRING EBITDA(2) RECURRING (in € millions) (in € millions and OPERATING PROFIT(3)