Disclosure requirements
Legal and Regulated Information
General introduction
COFACE SA is a société anonyme (joint-stock corporation) with a conseil d’administration (Board of Directors), incorporated under the laws of France, and is governed by the provisions of Volume II of the French Commercial Code (Code de Commerce). The Company is the holding company of the Coface Group.
Registered office:1 Place Costes and Bellonte, 92270 Bois Colombes, France
Register No.: No. 432 413 599, with the Nanterre Trade and Companies Registry
As a decision-making and management body, the Company is a non-operational holding company and plays a vital financial role in the Coface Group, performing management, financing and advisory activities for its subsidiaries; it also manages operating activities.
Major subsidiaries
The chief operating subsidiary of the Coface Group is Compagnie française d’assurance pour le commerce extérieur. It is the principal operating company and the principal insurance company of the Coface Group.
Compagnie française d’assurance pour le commerce extérieur owns the two Coface Group companies authorized to engage in factoring activities –Coface Finanz (Germany) and Coface Factoring Poland (Poland).
INFORMATION ON THE TOTAL NUMBER OF VOTING RIGHTS AND SHARES COMPRISING THE SHARE CAPITAL OF THE COMPANY AT 31 October 2023
(Article L. 233-8 II of the French Commercial Code and 223-16 of the General Regulation of the French Market Regulator)
In general, a shareholder is entitled to one vote per share at any general meeting (Resolution No.10 "Amendment of company by-laws on shareholders’ double voting right ", adopted by the Shareholders General Meeting of May 18th 2015).
NB: In addition to the legal thresholds, the Company’s by-laws provide that so long as the Company’s shares are traded on a regulated market, any person or entity, acting alone or in concert with others, who comes to own, directly or indirectly, 2% or more of the share capital or voting rights of the Company (calculated in accordance with the provisions of Articles L.233-7 and L.233-9 of the French Commercial Code and the provisions of the AMF General Regulation) and thereafter increases or decreases its shareholding by an amount greater than or equal to 2% of the share capital or voting rights, including above the legal thresholds, must notify the Company (by registered letter with acknowledgment of receipt), within four (4) trading days from the date on which any such person or entity complies with the notification requirements.
COMMUNICATION SETTING OUT THE ARRANGEMENTS FOR SUPPLYING THE Interim Financial Report for the first half of 2022
Copies of the Interim Financial Report for the first half of 2022 are available, free of charge and on request by writing to the Company at 1 place Costes et Bellonte, 92270 Bois-Colombes, as well as on the websites of the Company (www.coface.com/Investors ).
Periodic and ongoing information
There are two (2) types of information: periodic and ongoing information. This information is considered as Regulated information by the Authorité des Marchés Financiers (AMF) and shall be disclosed to the market.
1/ Periodic information
Periodic information is provided by companies whose securities are admitted to trading on a regulated market at regular intervals on an annual, half-yearly and quarterly basis.
This includes:
- The annual financial report
- The half-yearly financial report
- The quarterly financial report.
- The reports concerning the conditions for preparing and organizing the work of the board of directors or the supervisory board, and the internal control and risk management procedures put in place by Coface
- The press release concerning fees paid to statutory auditors
You can find this information in the "Financial reporting" section.
2/ Ongoing information
Ongoing information is information disseminated by a company whose securities are admitted to trading on a regulated market in compliance with the requirements imposed on them to inform the public without delay. It is all information likely, should it be made public, to have a material impact on the share price.
The following list is not exhaustive:
- Information on the total number of voting rights and the number of shares making up the share capital.
- New issuances of debt and the corresponding guarantees
- The description of buyback programs
- The communication setting out the arrangements for supplying the prospectus and the financial reports
- Crossing of shareholding thresholds
- Declarations of intent and changes of intent
- Information on the starting conditions of Jean- Marc Pillu as of February 9, including a severance payment (French Language)
- Information on remuneration components and benefits of Xavier Durand, CEO of Coface as of 9 February 2016 (French Language)
- Information on remuneration components and benefits of Xavier Durand, CEO of Coface as of 5 of February 2020 (French Language)
Share Buyback Program
Liquidity agreement
The Coface Group announced that, as of July 7th, 2014, the company entrusts NATIXIS with the implementation of a liquidity agreement on COFACE SA shares (Paris – Code ISIN FR0010667147), traded on Euronext Paris.
The liquidity agreement was concluded for a period of 12 months, tacitly renewable.
To enable NATIXIS to make interventions under the contract, COFACE SA has allocated to the liquidity account the amount of: €5.000.000,00 (five million euros).
This contract was renewed in 2015, 2016, 2017, 2018, 2019 and then 2020. The amount was reduced to € 3,000,000.00 (three million euros) in November 2017.
As part of its partnership with Oddo BHF, Natixis transferred equity intermediation activities to Oddo BHF, while maintaining the commercial relationship and the responsibility for market surveillance services. In this context, COFACE S.A. has signed a tripartite liquidity agreement with Oddo BHF and Natixis on 28 June 2018. The financial conditions remain unchanged. Natixis on behalf of Oddo BHF, to whom it is entirely repaid, collect the remuneration.
The contract is in accordance with the provisions of the existing legal framework, in particular the provisions of Regulation (CE) 2273/2003 of the Commission from December 22nd, 2003, which details the rules for the application of Directive 2003/6/CE of the European Parliament and Council (regarding the exemptions for buy-back programs and stabilization of financial instruments); the provisions of Articles L. 225-209 and following of the French Commercial Code; the provisions of the General Regulations of the French Market Regulator (AMF) and the AMF decision (2011-07 March 21st, 2011), updating the accepted market practices on liquidity agreements.
The contract is also consistent with the Charter of Ethics established by the AMAFI of March 8th, 2011 and approved by the decision of the French Market Regulator (AMF) of March 21st, 2011.
It is reminded that the Shareholders’ Combined General Meeting of COFACE SA (the Company) held on of 17 May 2022, had previously authorized the Board of Directors, in its eighth (8th) resolution, to carry out transactions on COFACE SA’s shares under the framework of the 2022-2023 Share Buyback Program. The main features and description of the said program are published on the Company’s website and on the 2021 Universal Registration Document.
The Company, listed on Euronext Paris - Compartment A -, wishes to continue to have a Share Buyback Program (the Program), pursuant to applicable regulation. To this end, the Shareholders’ Combined General Meeting of 16 May 2023 reauthorized the Board of Directors, with the power to sub delegate in accordance with legislative and regulatory provisions, fourth (4th) resolution, to implement a new Share Buyback Program on the Company’s shares (Code ISIN FR0010667147). This Program shall replace the existing one established by the Combined General Meeting of 17 May 2022.
The Coface Group announced that, as of July 7th, 2014, the company entrusts NATIXIS with the implementation of a liquidity agreement on COFACE SA shares (Paris – Code ISIN FR0010667147), traded on Euronext Paris.
The liquidity agreement was concluded for a period of 12 months, tacitly renewable.
To enable NATIXIS to make interventions under the contract, COFACE SA has allocated to the liquidity account the amount of: €5.000.000,00 (five million euros).
This contract was renewed in 2015, 2016, 2017, 2018, 2019 and then 2020. The amount was reduced to € 3,000,000.00 (three million euros) in November 2017.
As part of its partnership with Oddo BHF, Natixis transferred equity intermediation activities to Oddo BHF, while maintaining the commercial relationship and the responsibility for market surveillance services. In this context, COFACE S.A. has signed a tripartite liquidity agreement with Oddo BHF and Natixis on 28 June 2018. The financial conditions remain unchanged. Natixis on behalf of Oddo BHF, to whom it is entirely repaid, collect the remuneration.
The contract is in accordance with the provisions of the existing legal framework, in particular the provisions of Regulation (CE) 2273/2003 of the Commission from December 22nd, 2003, which details the rules for the application of Directive 2003/6/CE of the European Parliament and Council (regarding the exemptions for buy-back programs and stabilization of financial instruments); the provisions of Articles L. 225-209 and following of the French Commercial Code; the provisions of the General Regulations of the French Market Regulator (AMF) and the AMF decision (2011-07 March 21st, 2011), updating the accepted market practices on liquidity agreements.
The contract is also consistent with the Charter of Ethics established by the AMAFI of March 8th, 2011 and approved by the decision of the French Market Regulator (AMF) of March 21st, 2011.
It is reminded that the Shareholders’ Combined General Meeting of COFACE SA (the Company) held on of 17 May 2022, had previously authorized the Board of Directors, in its eighth (8th) resolution, to carry out transactions on COFACE SA’s shares under the framework of the 2022-2023 Share Buyback Program. The main features and description of the said program are published on the Company’s website and on the 2021 Universal Registration Document.
The Company, listed on Euronext Paris - Compartment A -, wishes to continue to have a Share Buyback Program (the Program), pursuant to applicable regulation. To this end, the Shareholders’ Combined General Meeting of 16 May 2023 reauthorized the Board of Directors, with the power to sub delegate in accordance with legislative and regulatory provisions, fourth (4th) resolution, to implement a new Share Buyback Program on the Company’s shares (Code ISIN FR0010667147). This Program shall replace the existing one established by the Combined General Meeting of 17 May 2022.
OWN SHARES TRANSACTIONS - 2019
OWN SHARES TRANSACTIONS - 2018
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