ORDINARY SHAREHOLDERS’
MEETING



OF 27 MAY 2025




FISCAL YEAR 2024



REPORTS OF THE BOARD OF DIRECTORS
PARENT COMPANY AND CONSOLIDATED
FINANCIAL STATEMENTS
REPORTS OF THE STATUTORY AUDITORS
DRAFT RESOLUTIONS
Board of Directors

François Nusse, Chairman and Chief Executive Officer

Dominique Daridan

Louise de l’Estang du Rusquec

Céline Goblot

Charles Nusse

Frédéric Nusse

Gabriel Nusse

Guillaume Nusse

Jérôme Nusse

Laurent Nusse

Monique Prissard

Emmanuel Renaudin

Caroline Tamponnet

Caroline Valentin




Statutory Auditors

BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
Isabelle Sagot

ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
Hugues de Noray – Nicolas Aubrun




2
Contents: page


Ordinary Shareholders’ Meeting
Agenda of the Ordinary Shareholders’ Meeting 4

Certification of the annual report 4

Board of Directors’ report to the Ordinary Shareholders’ Meeting 5

Board of Directors’ report on corporate governance 15

Group Organisational Chart 18

Exacompta Clairefontaine – Parent company financial statements 19

Statutory Auditors’ report on the parent company financial statements 32

Statutory Auditors’ special report on regulated agreements 36

Exacompta Clairefontaine Group – Consolidated financial statements 37

Statutory Auditors’ report on the consolidated financial statements 69

Resolutions submitted to the Ordinary Shareholders’ Meeting 72




3
ORDINARY SHAREHOLDERS’ MEETING
Agenda:
 Board of Directors’ report on operations and the parent company financial statements
for fiscal year 2024;

 Board of Directors’ report on operations and the consolidated financial statements for
fiscal year 2024;

 Board of Directors’ report on corporate governance;

 Reports of the Statutory Auditors
- on the parent company financial statements
- on regulated agreements
- on the consolidated financial statements

 Approval of the parent company financial statements for the year ended 31 December
2024;

 Approval of the consolidated financial statements for the year ended 31 December 2024;

 Appropriation of earnings;

 Agreements governed by Article L. 225-38 of the French Commercial Code;

 Directors’ appointments and fees;

 Appointment of the sustainability auditors.


THE BOARD OF DIRECTORS


Certification of the annual report:
I hereby certify that to the best of my knowledge the financial statements have been prepared
in accordance with applicable accounting standards and present a true and fair view of the assets
and liabilities, financial position and earnings of the company and all the companies included
in the consolidation and that the management report enclosed herein presents a true and fair
view of the operations, earnings and financial position of the company and all the companies
included in the consolidation, as well as a description of the main risks and uncertainties facing
them.

Jean Marie Nusse
Executive Vice President



4
REPORT OF THE BOARD OF DIRECTORS

TO THE ORDINARY SHAREHOLDERS’ MEETING

OF 27 MAY 2025



To the Shareholders,



1. REVIEW AND APPROVAL OF THE PARENT COMPANY FINANCIAL
STATEMENTS


(€000) 2024 2023
Operating revenue 9,186 8,688
Operating income 524 708
Net financial items (1,432) (11,114)
Net income/(loss) 856 (11,452)


A €12 million investment write-down was recognised in the 2024 financial statements, compared to an
€18 million write-down in 2023.

EXACOMPTA CLAIREFONTAINE, the holding company, serves the Group companies, for which it
manages the sales force and certain property assets.

It is also responsible for the Group’s financial management, consolidation, legal and tax services,
communications and relations with shareholders. It coordinates actions taken relating to environmental
certification.

Since January 2003, the subsidiaries have paid EXACOMPTA CLAIREFONTAINE a royalty equal to
0.2% of their added value for the previous year.

The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia,
AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent
company.

The amount of non-tax deductible expenses was €14,946.




5
INCOME FOR THE LAST FIVE YEARS (€)

Balance sheet date 31/12/2024 31/12/2023 31/12/2022 31/12/2021 31/12/2020
Duration of the reporting period (in months) 12 12 12 12 12
CAPITAL AT YEAR-END
Share capital 4,525,920 4,525,920 4,525,920 4,525,920 4,525,920
Number of ordinary shares 1,131,480 1,131,480 1,131,480 1,131,480 1,131,480
OPERATIONS AND RESULTS
Revenue excluding tax 2,063,827 1,837,813 1,604,003 1,531,218 1,574,860
Income before taxes, profit-sharing,
depreciation, amortisation and provisions 11,754,270 8,216,383 6,737,514 6,105,490 5,619,746
Income taxes (1,852,258) 919,525 1,743,751 2,606,179 (489,242)
Net depreciation, amortisation and provisions 12,750,549 18,748,939 3,791,646 824,492 3,781,049
Net income/(loss) 855,980 (11,452,081) 1,202,117 2,674,819 2,327,939
Distributed income *8,486,100 7,580,916 4,978,512 4,163,846 3,394,440

EARNINGS PER SHARE
Income after taxes and profit-sharing and before
depreciation, amortisation and provisions 12.03 6.44 4.41 3.09 5.40
Income after taxes, profit-sharing, depreciation,
amortisation and provisions 0.76 (10.12) 1.06 2.36 2.06
Dividend paid *7.50 6.70 4.40 3.68 3.00

PERSONNEL
Average number of employees 31 32 35 36 37
Payroll 3,939,202 3,494,137 3,911,311 3,453,317 3,348,232
Sums paid in employee benefits (social
security, fringe benefits, etc.) 1,604,490 1,499,343 1,556,828 1,334,748 1,244,552
* Dividend proposed


INVOICES RECEIVED AND ISSUED NOT SETTLED AT THE YEAR-END AND PAST
DUE DATE

Invoices received Invoices issued
91 days 91 days
1-30 31-60 61-90 1-30 31-60 61-90
and Total and Total
days days days days days days
more more

(A) - Late payments by age

Number of invoices concerned 5 0

Total amount for the invoices
18,317 – – 525 18,842 – – – – –
concerned in € incl. VAT
Percentage of total amount of
1.1% 0.0% 1.1%
purchases for the fiscal year
Percentage of revenue for the
fiscal year
(B) - Invoices excluded from (A) relating to amounts receivable and amounts payable disputed or not
recorded

Number of invoices excluded None None

Total amount for excluded
None None
invoices in € incl. VAT
(C) - Standard payment terms used (contractual or statutory - Article L. 441-6 or Article L. 443-1 of
the French Commercial Code)
Payment terms used for
Contractual payment terms Contractual payment terms
calculating late payments




6
SHARE AND SHAREHOLDER INFORMATION

The share listed at €174 on 2 January 2024 and €139 on 31 December 2024 (up -20.1%). The number
of shares traded during the year was 13,397.
The parent company does not have a share buyback programme and there are no employee shareholders.

The capital of the parent company is composed of 1,131,480 shares and did not change during the period.
A double voting right is granted to each fully paid-up share which has been registered for at least two
years in the name of the same shareholder.

Our principal shareholder, Ets Charles Nusse, held 910,395 shares with double voting rights,
representing 80.46% of the capital, at 31 December 2024.
LG Invest crossed above the 5% ownership threshold as notified by a declaration published by the AMF
on 28 September 2021.


2. REVIEW AND APPROVAL OF THE 2024 CONSOLIDATED FINANCIAL
STATEMENTS

2.1 EARNINGS

(€000) 2024 2023
Income from continuing activities 831,274 843,249
Operating income 45,261 72,063
Net income before tax 43,256 56,852
Net income after tax 31,456 43,116
Group share 31,456 43,116

2023 earnings were boosted by two non-recurring items totalling €16 million.
A €2 million goodwill impairment charge was recorded in the 2024 consolidated financial statements,
compared to an €11,996,000 impairment charge in 2023.
Operating income is presented before this goodwill impairment.

On 27 February 2024, the Group acquired a controlling interest in Flock One, a company specialising
in flocking for all types of decorative and technical application. Recorded goodwill amounted to €2.5
million.

Exacompta Clairefontaine Group 2024 EBITDA – Earnings Before Interest, Taxes, Depreciation and
Amortisation – amounted to €98,240,000 versus €115,589,000 in 2023.

The consolidated financial statements include transactions performed by the Group with Etablissements
Charles Nusse, which provides advice and assistance to Group companies. Services provided are paid
for in the form of a fee equal to 0.6% of the added value of each company for the previous year.




7
2.2 BUSINESS SECTORS

Paper

Production of fine uncoated papers in Western Europe increased by 6.4% in 2024 after falling by 25.8%
in 2023 (source: CEPI).
Meanwhile, production at our four mills increased by 5.8% in 2023 and 1.3% in 2024, with 240,000
tonnes of paper reels produced.
The volume of orders received allowed our five machines to operate normally. We are compensating
for the decline in certain graphic paper markets by developing specialty products.
After a downturn during the fiscal year, the price of pulp stabilised, leading to an average increase of
around 5% over the full year. Our energy costs no longer benefited from the favourable conditions of
2022 and 2023.

Processing

The French stationery market posted an average 5.6% decline in volume for manufactured papers and
6.9% for filing articles (source: GFK). Sales growth in Europe and diversification efforts have enabled
us to maintain our revenues overall. We are reorganising our workshops to take account of the reduced
consumption of certain product families.


2.3 FINANCIAL POSITION

2.3.1 Debt

2024 revenue amounted to €831,274,000. At 31 December 2024, gross borrowings stood at
€209,347,000 including €41,607,000 of financial liabilities arising from the capitalisation of leases.
Consolidated shareholders’ equity was €536,108,000.

The Group has negotiated additional lines of credit with its banks totalling €28,379,000. At the balance
sheet date, outstanding commercial paper issued by the Group amounted to €10 million out of a global
programme of €125 million.
With gross cash and cash equivalents of €189,496,000 at 31 December 2024, Group net borrowings
amounted to €19,851,000.
Excluding technical financial liabilities generated by the application of IFRS 16, the Group posted net
cash of €21,756,000 at 31 December 2024 compared to €11,089,000 the previous year.

2.3.2 Financial instruments

The Group does not hold interest rate hedging instruments and it was not considered appropriate to use
new derivative financial instruments.

Under its cash management policy, the Group does not hold or issue financial derivatives for transaction
purposes.




8
2.4 RISK MANAGEMENT

The Group has conducted an analysis of the risks that may have a material adverse impact on its business,
financial position and earnings. The results of this analysis indicate that there are no significant risks
other than those listed below.

2.4.1 Risks related to economic activity

• Declining trend in consumption

This decline, mainly due to digital competition, impacts all developed countries. In France, figures
published by ADEME two years ago showed an average annual reduction of 3% for reams, 8% for
envelopes and 2.5% for stationery. More recent studies raise fears of an acceleration of this phenomenon.

Europe is a relatively self-sufficient market for these products. It is dominated by large integrated
industrial groups that produce and use their own pulp. The market for commercial pulp processed within
the Group is a global market whose benchmark currency is USD.

To match supply to demand, many printing paper machines have been either stopped or converted,
particularly for packaging production.
We ourselves develop papers and products outside the fields of printing and writing.

• Consumption of our products impacted by social phenomena

Consumption of office paper and filing materials was strongly affected by the change in work methods,
particularly the ongoing widespread use of remote work, along with environmental concerns.

Our main customers are seeking to promote the circular economy and reduce their own carbon footprint,
thereby driving the supply of recycled products, which we support, but also giving rise to new regulatory
constraints and higher costs.

• Global upheaval

Since the start of the war in Ukraine in 2022, which sent energy prices soaring and caused major
disruptions in raw material supplies, energy flows had gradually been reorganised and costs had
stabilised.

In 2025, the implementation of customs barriers by the United States may have economic repercussions,
the extent of which is still difficult to measure.
However, since our trade volumes with the United States are very low, the Group does not expect to see
any major impact on its business.

2.4.2 Financial risks

Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions.
However, it is exposed to certain risks related to the use of financial instruments in the context of its
activities.
Risk management is performed by the operating units, in accordance with the policy established by
senior management.




9
Credit risk

Credit risks represent the risk of financial loss for the Group if a third party fails to meet its contractual
obligations.

→ Trade and other receivables
Our credit risk remains spread over a large number of clients even though there is a concentration
of distributors of our products. The risk of default by business sector and by country in which the
clients engage in their activities does not have a significant influence on credit risk.

The Group has implemented tools to monitor outstandings that enable it to ensure that its clients
have an appropriate credit history.
Clients that do not satisfy solvency requirements cannot carry out transactions with the Group
without making advance payments. Credit risk is also limited by taking out credit insurance policies.

The Group determines a level of write-downs that represents its estimate of losses that will be
incurred in respect of trade and other receivables.

→ Investments
The Group limits its exposure to credit risk from investments, short-term deposits and other cash
instruments by investing only in liquid securities.
As the counterparties are leading banks, the Group does not expect that any of them will default.

Liquidity risk

The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to
meet its liabilities as they fall due without incurring unacceptable losses or damaging its reputation.
To this effect, short-term financing (maturities of less than one year) is provided by commercial paper
on which a fixed rate is paid.
The Group also has lines of credit to cover medium-term maturities, which can substitute or supplement
commercial paper issuance. The related covenants are respected.

The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet
future maturities.

Exchange rate and price risk

The Group operates internationally. Risks related to commercial transactions denominated in a currency
other than the respective functional currencies of Group entities are related mainly to purchases of raw
materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use
options contracts to hedge forecast transactions in this currency.

2.4.3 Risks related to proceedings, tax audits and litigation

To the best of the Group’s knowledge, there are no pending or threatened government, judicial or
arbitration proceedings that may have, or have had over the past 12 months, a significant impact on the
Group’s financial position or profitability.

2.4.4 Financial risks relating to the impacts of climate change

The Group does not expect any major financial risk in the short or medium term directly linked to the
rise in global average temperatures, the rise in sea levels or changes in biodiversity.




10
Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas
emissions. The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030
period.
The total amount of allowances issued free of charge for 2024 amounted to 57,767 tonnes.

The statement of non-financial performance sets out the Group’s environmental policy. In particular, it
provides details of energy consumption, greenhouse gas emissions and measures taken to reduce the
carbon footprint of the Group’s operations.


2.5 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

2.5.1 Definition of internal control

Internal control is defined as a process implemented simultaneously by the Board of Directors, senior
management and the employees of a group, which is designed to provide reasonable assurance that
objectives are reached in the following areas:
- effectiveness and efficiency of operations;
- reliability of financial and accounting information;
- compliance with the laws and regulations in force.

Internal control consists of all methods that management has implemented to provide reasonable
assurance that objectives are reached and to prevent the occurrence of damaging events.

2.5.2 Purposes and limits

Internal control ensures control of the company’s operations and protects it from various types of risks,
including:
- irregularities and fraud, including computer fraud;
- a material omission or inaccuracy in the processing of information and, therefore, in the
financial statements;
- failure to comply with the company’s legal and contractual obligations;
- destruction, damage or disappearance of assets, or incorrect valuation of assets.

An internal control system, however efficient the system is, can provide only reasonable assurance and
not an absolute guarantee as to the achievement of the company’s objectives, both because of the limits
inherent in any process implemented by human beings and because of the limits on resources which all
companies must take into account.

The Group relies on four types of financial and accounting information to guide its operations:
- the annual and interim parent company and consolidated financial statements;
- the quarterly statements (March and September – not published);
- the projected financial statements (not published).




2.5.3 Procedures for processing financial and accounting information

Systematic identification of risks is the first step in internal control. Mapping the Group’s risks presents
no specific problems and the main issues are as follows:
- control of raw materials purchases;
- environmental risks;
- protection of industrial assets and sites;



11
- control of the use of financial instruments and hedging foreign currency risk.

The financial and accounting procedures that are applied in the various Group companies may be
summarised as follows:
- preparation of projected financial statements;
- budget monitoring;
- monitoring of intercompany revenue;
- intercompany account reconciliations;
- monitoring of monthly and year-to-date interim operating statements;
- monthly and year-to-date cash position;
- composition and performance of the investment portfolio;
- monthly monitoring of the subsidiaries’ short- and medium-term financial commitments, with
transmission and control of operating working capital requirements.

The internal control of financial instruments is specifically monitored by senior management, with
regard to the types of instruments used as well as the maximum risk levels incurred, which are measured
daily.

These financial instruments (contracts or options) constitute a transaction that helps to reduce the risk
of a variation in the value of an asset or liability, an unrealised future transaction to which they relate,
or a future commitment.

The Group has no department dedicated to internal control that is responsible for conducting
verifications on its behalf (either in the parent company or in the companies it controls).
The transactions contributing to the corporate activities of the Group and their presentation in the
financial statements are verified, though not necessarily through the application of formalised
procedures, by senior management or by its authorised representatives or agents, with the general goal
of complying or ensuring compliance with the laws, regulations and standards in force, and of making
every effort to prevent the occurrence of losses that could affect the Group’s ability to continue
operations.

For processing financial and accounting information, the Group and its subsidiaries use the following
systems:
- SAP, Navision, Sage (accounting & finance);
- Uloa (tax management);
- EPM (consolidation);
- Zadig (personnel management).


3. POST-BALANCE SHEET EVENTS

There are no significant post-balance sheet events to report.


4. OUTLOOK

Commercial demand was weak in the first quarter of 2025 and the global economic uncertainty does not
offer much cause for optimism. Raw material prices are relatively stable and our energy costs are rising.
We expect 2025 earnings to be down on 2024.


5. RESEARCH AND DEVELOPMENT

The stationery companies are constantly working on technical solutions for certain product ranges or
client requests, via internal or external laboratories and machine testing. This technical development


12
work to improve paper quality is not the result of innovative development targeting new paper
manufacturing procedures or the market launch of completely new products. Our laboratories are
primarily focused on testing the quality of manufactured products, fibre category substitution analysis
and technical feasibility.
Processing companies regularly modify product design and new items are constantly being created. The
items are not covered by specific programmes and generally require little specific development.
One workshop is dedicated to developing specialist equipment that is not available on the market and is
designed exclusively for the Group.


6. EMPLOYMENT INFORMATION

The Exacompta Clairefontaine Group had 3,362 employees at 31 December 2024. The French
companies apply the collective agreement for the production of papers, cardboard and cellulose, or the
collective agreement for cardboard packaging.
The Group Works Council met on 25 June 2024 to comment on the Group’s business and the economic
and employment outlook for the year.


7. STATEMENT OF NON-FINANCIAL PERFORMANCE

The information required under Article L. 225-102-1 of the French Commercial Code is included in a
separate document entitled “Statement of non-financial performance”, which is an integral part of this
management report.
It provides information on the manner in which the Group takes into account the social and
environmental consequences of its activity as well as its commitments to society in favour of sustainable
development, the circular economy, combating discrimination and promoting diversity.


8. DRAFT RESOLUTIONS

8.1 APPROPRIATION OF EARNINGS

We propose the following appropriation:

Net income for 2024 ..................................................... €855,979.54
Withdrawal from other reserves .................................... €7,630,120.46
Total €8,486,100.00

Allocated as follows:
First dividend ............................................................... €226,296.00
Second dividend ........................................................... €8,259,804.00
Total dividends €8,486,100.00

As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50.

The following table shows the dividends paid for the last three years:

Year Dividend Number of shares
2021 3.68 1,131,480
2022 4.40 1,131,480
2023 6.70 1,131,480



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8.2 DIRECTORS’ FEES

Your Board proposes that you approve directors’ fees in the amount of €115,000 to be paid to the
directors of the company for the current year and past years.

8.3 DIRECTORS

Your Board proposes that you appoint the following directors, by separate resolutions:
- Ms Lorraine Nusse, residing in Paris 7th district;
- Mr Amaury de Monicault, residing in Paris 15th district;
- Mr Pierre Bordeaux Montrieux, residing in Paris 7th district;
- Mr Julien Nusse, residing in Paris 7th district.

These appointments, which are valid for six years, will terminate at the close of the Shareholders’
Meeting called to approve the financial statements for the year 2030.

8.4 VERIFICATION OF SUSTAINABILITY INFORMATION

Your Board proposes that you appoint our statutory auditors as verifiers of the compliance of
sustainability reporting with the requirements of Directive 2013/34/EU, namely:
- BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
- ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will
therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements
for the year 2025.




14
REPORT ON CORPORATE GOVERNANCE

1. List of offices and positions held by corporate officers

Charles Nusse
- Member of the Supervisory Board of Ets Charles Nusse
- Chairman, Exaclair Ltd (GB)
- Joint Managing Director, Ernst Stadelmann (AT)
- Joint Managing Director, Exaclair GmbH (DE)
- Manager, Rodeco (DE)
- Chairman of the Board of Directors and Managing Director, Exaclair SA (BE)
- Director, Biella Schweiz (CH)

François Nusse
- Chairman of the Executive Board of Ets Charles Nusse
- Chairman, Exacompta
- Chairman, Papeteries Sill
- Chairman, Claircell Ingénierie
- Joint Managing Director, Ernst Stadelmann (AT)
- Managing Director, Exaclair SA (BE)
- Chairman of the Board of Directors, Biella Schweiz (CH)

Frédéric Nusse
- Chairman, Papeteries de Clairefontaine
- Chairman, Papeterie de Mandeure
- Chairman, Everbal
- Director, Schut Papier
- Joint Managing Director, Exaclair GmbH (DE)

Guillaume Nusse
- Chairman, Clairefontaine Rhodia
- Chairman, CFR
- Chairman, Madly
- Chairman, Flock One
- Sole director, Exaclair SA (ES)
- Manager, Brause Produktion (DE)
- Manager, Publiday (MA)
- Director, Eurowrap Ltd (GB)
- Chairman, Eurowrap A/S (DK)
- Managing Director, TCPF (BE)

Jean-Marie Nusse
- Member of the Ets Charles Nusse Executive Board
- Director, Exaclair SA, and TCPF (BE)



15
Jérôme Nusse
- Chairman, AFA
- Chairman, Editions Quo Vadis
- Chairman, Exaclair Italia (IT)
- Chairman, Quo Vadis Japan (JP)
- Chairman, Quo Vadis Editions (US)
- Secretary, Quo Vadis International Limitée (CA)

Laurent Nusse
- Chairman, Lavigne
- Chairman, Photoweb

Monique Prissard
- Member of the Ets Charles Nusse Executive Board

Caroline Valentin
- Member of the Supervisory Board of Ets Charles Nusse

Louise de L’Estang du Rusquec
- Executive at Société Générale Equipment Finance

Céline Goblot
- Managing Director, Zadig Productions


2. Terms of office expiring at the end of the year stated in brackets

The Board of Directors comprises twelve directors appointed by the shareholders and two directors
representing the employees.

 Monique Prissard (2024)
 Louise de L’Estang du Rusquec (2024)
 François Nusse (2025)
 Frédéric Nusse (2027)
 Guillaume Nusse (2027)
 Jérôme Nusse (2027)
 Dominique Daridan (2028)
 Céline Goblot (2028)
 Caroline Valentin (2028)
 Gabriel Nusse – (2028)
 Laurent Nusse – (2028)
 Charles Nusse (2029)
 Emmanuel Renaudin, Director representing employees (2030)
 Caroline Tamponnet, Director representing employees (2030)

The Board does not currently hold any delegation of authority granted at the Shareholders’ Meeting for
the purposes of capital increases.



16
3. Corporate governance

The Board of Directors has not considered it necessary to refer to a Corporate Governance Code.
Likewise, no committees or other bodies have been set up to assist the Board of Directors.
The operation of the Board of Directors is governed by a set of internal procedural rules, amendments
to which are decided at Board meetings.
A Code of Conduct governing behaviour for the prevention and detection of corruption or influence-
peddling was approved by the Board of Directors in May 2017.


4. Agreements

There are no agreements governed by Article L. 225-38 of the French Commercial Code.
The fee equal to 0.2% of the prior year’s added value in respect of the assistance agreement between
Exacompta Clairefontaine and its wholly-owned subsidiaries is excluded, pursuant to the first paragraph
of Article L. 225-39 of the said Code, and the agreement is treated as an arm’s length agreement.
The most recent update of the agreement was approved by the Board of Directors on 26 March 2014.
The Board of Directors’ meeting of 27 May 2015 qualified it as an “ordinary transaction entered into
under arm’s length terms”.
This agreement has been in place in intent and amount since 2003, as detailed in the management report.

No agreement was entered into during the year ended between a subsidiary and an executive or
shareholder holding more than 10% of the voting rights of Exacompta Clairefontaine.




17
GROUP ORGANISATIONAL CHART


EXACOMPTA CLAIREFONTAINE

EXACOMPTA CLAIREFONTAINE RHODIA PAPETERIES DE CLAIREFONTAINE A.F.A. PHOTOWEB
Paris (75) Ottmarsheim (68) Etival-Clairefontaine (88) Paris (75) Saint-Egrève (38)
Papeterie scolaire, bureau,loisirs créatifs, Production de papiers, ramettes, formats,
Articles de bureau et classement Agendas et calendriers Photos, albums et calendriers - site web
beaux arts bobines… cahiers, copies, enveloppes

ROLFAX CFR Ile Napoléon PAPETERIE DE MANDEURE EDITIONS QUO VADIS INVADERS CORP
Breteuil (60) Ottmarsheim (68) Mandeure (25) Carquefou (44) Paris (75)

MANUCLASS MADLY
Ségré-en-Anjou-Bleu (49) Genas (69) EVERBAL RAYNARD FIZZER
Evergnicourt (02) La Guerche de Bretagne (35) Saint-Egrève (38)
COGIR FLOCK ONE
Château-Renault (37) Berck (62)
SCHUT PAPIER LAVIGNE DIGITAL VALLEY PORTUGAL
CARTOREL BRAUSE PRODUKTION Heelsum (Pays-Bas) Vélisy-Villacoublay (78) Lisbonne (Portugal)
Echiré (79) Köln (Allemagne)

CLAIRCELL THE CLAY AND PAINT FACTORY PAPIER TIGRE
Brou (28) Wandre (Belgique) Paris (75)

REGISTRES LE DAUPHIN I'D
Voiron (38) Wandre (Belgique)

RAINEX PUBLIDAY MULTIDIA
Houdan (78) Bouskoura (Maroc)

CLAIRCELL INGENIERIE
Brou (28) EUROWRAP A/S
Ringsted (Danemark)
PAPETERIES DU COUTAL
Terrasson-Lavilledieu (24)
EUROWRAP Ltd
ERNST STADELMANN Skelmersdale (Royaume-Uni)
Eferding (Autriche)

EXACLAIR Ltd
King's Lynn (Royaume-Uni) PAPETERIES SILL
Wizernes (62)
BIELLA SCHWEIZ
Brügg (Suisse)

FALKEN
Peitz (Allemagne)
EXACLAIR et RODECO ( DE )
DELMET PROD EXACLAIR (ES)
Buftea (Roumanie) Sociétés de commercialisation du groupe EXACOMPTA CLAIREFONTAINE à l'étranger : EXACLAIR (BE)
EXACLAIR (US) et Exaclair DC Inc
QUO VADIS : Canada - Italie - Japon




18
Exacompta Clairefontaine S.A.
Parent Company Financial Statements for the year ended
31 December 2024




19
BALANCE SHEET AND INCOME STATEMENT

ASSETS (€000) 31/12/2024 31/12/2023
Intangible assets
Concessions, patents, licences, trademarks - -
Intangible assets in progress
Property, plant and equipment
Land 3,884 3,888
Buildings 6,657 7,336
Other PP&E 13 15
PP&E in progress - -
Non-current financial assets
Equity interests 279,570 291,570
Intercompany receivables 16,515 9,463
Loans 31,540 37,992
Other financial assets 507 507
TOTAL NON-CURRENT ASSETS 338,686 350,771
Inventories 198 198
Advances and progress payments made on orders 8 12
Receivables
Trade and intercompany receivables 1,683 1,609
Other receivables 73,857 82,959
Prepaid expenses 462 434
Cash and cash equivalents 41,540 14,492
TOTAL CURRENT ASSETS 117,748 99,704
Currency translation adjustment - 38
TOTAL ASSETS 456,434 450,513


LIABILITIES AND SHAREHOLDERS’ EQUITY (€000) 31/12/2024 31/12/2023
Share capital 4,526 4,526
Share, merger and contribution premiums 162,566 162,566
Revaluation surplus 485 485
Reserves
Statutory reserve 453 453
Other reserves 98,344 117,377
Retained earnings
Profit/(loss) for the year 856 (11,452)
Regulated provisions 2,226 2,139
SHAREHOLDERS’ EQUITY 269,456 276,094
Provisions
For contingent liabilities - 38
For charges 321 310
TOTAL PROVISIONS 321 348
Borrowings
Bank loans and borrowings 44,366 54,500
Operating payables
Trade payables 256 322
Taxes and social security contributions payable 963 5,167
Other payables 140,851 113,887
Deferred income 167 195
TOTAL PAYABLES 186,603 174,071
Currency translation adjustment 54
TOTAL LIABILITIES AND SHAREHOLDERS’
456,434 450,513
EQUITY



20
INCOME STATEMENT (€000) 31/12/2024 31/12/2023
Revenue 2,064 1,838
Operating subsidies
Reversals of depreciation, amortisation and provisions, expense
6,505 6,267
transfers
617 583
Other income
OPERATING REVENUE 9,186 8,688
Purchases and other supplies
Other purchases and external expenses 1,935 1,907
Taxes, duties and similar payments 205 205
Salaries and wages 3,939 3,494
Social security contributions 1,605 1,499
Increases in depreciation/amortisation of non-current assets 691 692
Provision charges 101 7
Other expenses 186 176
OPERATING EXPENSES 8,662 7,980
OPERATING INCOME 524 708
Financial income from equity investments 11,322 7,321
Income from other securities and receivables from non-current assets 350 414
Other interest and similar income 4,462 4,521
Reversals of provisions, expense transfers 38 26
Positive currency translation adjustments 482 117
Net profit on sales of marketable securities
FINANCIAL INCOME 16,654 12,399
Increases in depreciation, amortisation and provisions 12,000 18,038
Interest expense and similar expenses 5,813 5,209
Negative currency translation adjustments 273 266
Net expenses on sales of marketable securities
FINANCIAL EXPENSES 18,086 23,513
NET FINANCIAL INCOME/(EXPENSE) (1,432) (11,114)
INCOME/(LOSS) BEFORE TAXES (908) (10,406)
Extraordinary income
On operating transactions
On capital transactions 1 2
Reversals of provisions, expense transfers 57 60
EXTRAORDINARY INCOME 58 62
Extraordinary expenses
On operating transactions 2 40
On capital transactions - 2
Increases in depreciation, amortisation and provisions 144 146
EXTRAORDINARY EXPENSES 146 188
NET EXTRAORDINARY INCOME/(EXPENSE) (88) (126)
Income taxes (1,852) 920
NET INCOME/(LOSS) FOR THE YEAR 856 (11,452)




21
NOTES TO THE PARENT COMPANY FINANCIAL
STATEMENTS


1. KEY EVENTS OF THE YEAR
Notes to the balance sheet prior to earnings appropriation for the year ended 31/12/2024, for which:

• Total assets amounted to €456,433,554
• Net income amounted to €855,979.54

1.1. Accounting principles, rules and methods

General accounting conventions have been applied, in compliance with the principle of prudence, in
accordance with the following underlying assumptions:

• going concern;
• constant accounting methods from one year to the next;
• accruals concept, in accordance with the general rules regarding the preparation and presentation
of annual financial statements.

The basic method used to value the items recorded is the historical cost method.

The financial statements are prepared in accordance with French accounting standards authority (ANC)
Regulations 2014-03 et seq. regarding the French chart of accounts.

1.2. Comparability of the financial statements

The fiscal year is a period of 12 months that runs from 01/01/2024 to 31/12/2024.

1.3. Changes in accounting methods

There were no changes in the valuation and presentation methods applied to the parent company financial
statements for the fiscal year ended compared to the previous year.

1.4. Key events of the year

A €12 million investment write-down was recorded in the financial statements.

1.5. Post-balance sheet events

Exacompta Clairefontaine did not identify any significant post-balance sheet events.




22
2. ACCOUNTING RULES AND METHODS
2.1. Fixed assets

2.1.1 Intangible assets and property, plant and equipment

Valuation:

Fixed assets are valued at acquisition cost (purchase price excluding ancillary expenses) or production cost.

Depreciation and amortisation:

Depreciation and amortisation are calculated using the straight line method based on the estimated useful
life of each asset component, on the following bases:

 Software 1 to 3 years
 Buildings 25 to 40 years
 Fixtures and furnishings 10 to 20 years
 Office supplies and computer hardware 3 to 10 years

The difference between tax-related and economic depreciation/amortisation is recognised under accelerated
depreciation/amortisation.

Write-downs:

At the end of each year, the company assesses the value of its fixed assets to determine whether there are
indications of a loss in value. If so, the recoverable value of the asset is estimated. If the recoverable value
is less than the book value, a write-down is taken for the amount of the difference.

2.1.2 Non-current financial assets

The gross value consists of the purchase cost, excluding ancillary expenses.

If fair value is less than gross value, a write-down is taken for the amount of the difference.

The fair value of equity interests is assessed on the basis of the fair value of the shareholders’ equity, as
measured based on discounted future cash flows and net debt. The outlook of each subsidiary or group of
subsidiaries is taken into account, in which case consolidated data may be included in the assessment.

2.2. Inventories

Inventories include the purchase of resinous wood made in 1997.

2.3. Receivables and payables

Valuation and impairment:

Receivables and payables are valued at their nominal amount. A write-down is taken against receivables
when their fair value is less than their book value.




Receivables and payables denominated in foreign currencies:


23
These items are valued using the closing exchange rate on the balance sheet date.
Differences resulting from this valuation are recorded as currency translation adjustments, in assets or
liabilities. Provisions are recorded for unrealised foreign exchange losses recognised under assets.

2.4. Cash

Short-term cash:

Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate
determined at the moment of issue is paid on the commercial paper, which has a fixed maturity and a
maximum term of 365 days.
At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of
€125 million.

Lines of credit:

Lines of credit are in place with several banks for a total amount of €145 million, with maturities not
exceeding five years. The term of drawdowns ranges from 10 days to twelve months. As at 31 December
2024, none of these lines of credit had been used.

Marketable securities:

These are assets held for trading. The book value of €41,539,000 equals the market value at 31 December
2024. The book value is equal to the fair value.

2.5. Accelerated depreciation/amortisation

Accelerated depreciation consists of the difference between the depreciation calculated according to tax
practices and that calculated according to the straight line method based on the estimated useful life.
Accelerated depreciation totalled €2,226,000 at year-end.

2.6. Provisions for contingent liabilities and charges

2.6.1 Provisions for retirement indemnities

The method used to calculate the provision is the projected unit credit method.

The calculation is based on the following main assumptions:
• probability of retirement from the company, turnover, death
• total amount of benefits outstanding under the cardboard packaging (“Cartonnage”) collective
agreement
• retirement age: between 60 and 67 years of age depending on the employee’s year of birth and status
• social security contributions rate: 45%
• discount rate: 3.15%

A provision for the full amount of the retirement commitment – including social security contributions –
was taken at year-end and totalled €321,000.

2.6.2 Other provisions

Other provisions recorded correspond to foreign exchange losses resulting from currency translation
differences and are non-material at 31 December 2024.




24
3. OTHER INFORMATION
3.1. Parent company consolidating the company’s financial statements

Exacompta Clairefontaine is 80.46% owned by Ets Charles Nusse SA, a French limited company (société
anonyme) with an Executive Board and a Supervisory Board, with a share capital of €1,603,248, registered
at 138 Quai de Jemmapes 75010 Paris.

3.2. Staff

The average headcount of the company totalled 31 persons in 2024 (1 administrative manager and 30 sales
staff).

3.3. Tax consolidation

A tax consolidation agreement has been signed with all the French companies except Flock One. This
agreement is automatically renewed every year.
The parent company of the tax group is Exacompta Clairefontaine.
The reported tax expense is the expense that would have been incurred in the absence of tax consolidation,
subject to the following provisions:

• no limit on the profit against which loss carryforwards may be applied
• refunding of tax credits not applied by the company when these credits may be applied by the parent
company

The tax savings realised by the parent company are returned to the subsidiaries when they become profitable
and can charge their own losses.
The tax group incurred tax income of €1,927,000 for 2024.

3.4. Remuneration of administrative and management bodies

The members of the Board of Directors receive no remuneration from the company.
The total amount of director’s fees to be shared among the directors for 2024 is €100,000 and was awarded
by a decision of the 25 May 2023 Shareholders’ Meeting.

3.5. Related party transactions

No material non-arm’s length transactions involving related parties were executed.

3.6. Off-balance sheet commitments

The companies that head sub-groups (Exacompta, Papeteries de Clairefontaine, Clairefontaine Rhodia,
AFA and Photoweb) guarantee all repayments of their subsidiaries that borrow from their parent company.
Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect
of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.




25
4. BALANCE SHEET AND INCOME STATEMENT DATA
Share capital

Number of shares Par value (€)

At 1 January 1,131,480 €4
At 31 December 1,131,480 €4



Change in shareholders’ equity (€000)

Shareholders’ equity at 31/12/2023 276,094

Dividends distributed (7,581)
Change in regulated provisions +87
Net loss for fiscal year 2024 856

Shareholders’ equity at 31 December 2024 269,456



Change in gross non-current assets

Gross value Gross value
€000 Purchases Sales Decreases
b/fwd c/fwd
Concessions, patents, licences 260 260
Intangible assets 260 260
Land 3,929 3,929
Buildings and fixtures 25,038 25,038
Other PP&E 151 6 17 140
PP&E in progress - -
Property, plant and equipment 29,118 6 17 29,107
Equity interests 352,570 352,570
Intercompany receivables 9,463 7,057 5 16,515
Loans 37,992 6,452 31,540
Other financial assets 507 507
Non-current financial assets 400,532 7,057 6,457 401,132



Change in depreciation/amortisation of non-current assets

Amounts Reversals Provisions
€000 Additions
b/fwd and outflows c/fwd
Concessions, patents, licences 260 260
Intangible assets 260 260
Land 41 4 45
Buildings and fixtures 17,702 679 18,381
Other PP&E 136 8 17 127
Property, plant and equipment 17,879 691 17 18,553




26
Table of subsidiaries and equity interests (€000)

Share capital Shares Revenue
Dividends
Subsidiaries Shareholders’ % interest gross value Loans
received
excluding
equity net value tax
PAPETERIES DE CLAIREFONTAINE
91,200 103,001
88480 Etival Clairefontaine 100% 6,897 284,114
255,913 103,001
SIREN no. 402 965 297
EXACOMPTA
2,160 115,693
75010 Paris 100% 16,087 3,150 152,348
127,171 100,693
SIREN no. 702 047 564
AFA
1,440 49,633
75010 Paris 100% 18,785
37,994 12,933
SIREN no. 582 090 452
CLAIREFONTAINE RHODIA
22,500 40,912
68490 Ottmarsheim 100% 15,453 1,275 96,525
43,631 40,912
SIREN no. 339 956 781
PHOTOWEB
40 43,330
38120 Saint-Egrève 100% 35,273
16,338 22,030
SIREN no. 428 083 703

Equity interests

Forestry cooperative 3
variable
FORÊT & BOIS DE L’EST 3




Change in provisions and write-downs

Amounts Reversals Reversals Provisions
€000 Additions
b/fwd (used) (not used) c/fwd
Accelerated depreciation/amortisation 2,139 144 57 2,226

Regulated provisions 2,139 144 57 2,226

Foreign exchange losses 38 38 -
Pensions and similar obligations 310 101 28 62 321
Other expenses
Provisions for contingent liabilities and
348 101 28 100 321
charges
Equity interests 61,000 12,000 73,000

Write-downs 61,000 12,000 73,000



Increases and reversals
o operating 101 90
o financial 12,000 38
o extraordinary 144 57

Total 12,245 185




27
Receivables schedule

Gross
Receivables due (€000) < 1 year > 1 year
amounts

Non-current receivables
Intercompany receivables 16,515 16,515
Loans 31,540 6,517 25,023
Other financial assets 507 507
Current receivables
Trade receivables 1,683 1,683
Personnel and related 5 5
Income taxes 2,600 2,600
Value added tax 24 24
Group and associates 71,226 71,226
Other receivables 2 2
Prepaid expenses 462 462
Total 124,564 82,519 42,045



Payables schedule

Gross
Payables due (€000) < 1 year 1-5 years > 5 years
amounts
Bank loans and borrowings 44,366 19,396 24,255 715
Trade payables 256 256
Personnel and related 477 477
Social security organisations 389 389
Income taxes - -
Value added tax 44 44
Other taxes, duties and similar items 53 53
Group and associates 140,232 140,232
Other payables 619 619
Deferred income 167 167
Total 186,603 161,633 24,255 715



Breakdown of prepaid expenses and deferred income

€000 Prepaid expenses Deferred income

Operating income/expenses 224
Financial transactions 238 167
Total 462 167




28
Breakdown of accrued expenses and accrued income

€000 Accrued expenses Accrued income

Invoices not received/to be issued 106 16
Tax and social security
478 -
payables/receivables
Financial transactions 9 5

Total 593 21



Breakdown of expense transfers

€000 Expense transfers

Transfer of external expenses 1,306
Transfer of personnel expenses 4,934
Transfer of taxes & duties 176

Total 6,416



Extraordinary income and expenses

€000 2024 2023

Sale of property, plant and equipment 1 2
Reversal of accelerated depreciation 57 60
Other income - -
Total extraordinary income 58 62
Sale of property, plant and equipment - 2
Increase in accelerated depreciation 144 146
Other expenses 2 40
Total extraordinary expenses 146 188



Breakdown of income taxes

Income Net income
Breakdown – €000 Taxes owed
before tax after tax
Net income/(loss) from ordinary
(908) 102 (1,010)
activities
Net extraordinary income/(expense) (88) (22) (66)

Tax expense
 tax consolidation gain (1,927) 1,927
 other tax effects (5) 5

Total (996) (1,852) 856




29
Deferred and future tax position

€000 (at corporate income tax rate of 25%) Amount

Tax on:
Accelerated depreciation/amortisation 556

Total increases 556

Prepaid tax on:
Paid holiday 63
Other 93

Total reductions 156

Net deferred tax position 400



Tax loss carryforwards 0

Net future tax position 0




30
Exacompta Clairefontaine S.A.
Reports of the Statutory Auditors


 Report on the parent company financial statements

 Special report on regulated agreements




31
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY


REPORT OF THE STATUTORY AUDITORS ON THE PARENT COMPANY
FINANCIAL STATEMENTS

Year ended 31 December 2024


To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,


1. Opinion

In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the
parent company financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31
December 2024, which are appended to this report.

We hereby certify that the parent company financial statements are, with regard to French accounting
rules and principles, in order and accurate and fairly present the results of operations for the past year
and the financial position, assets and liabilities of the company at the end of that year.


2. Basis of the opinion

Audit standards

We performed our audit in accordance with the professional standards applicable in France. We believe
that the evidence we have gathered provides a reasonable basis for our opinion.

Our responsibilities pursuant to these standards are set forth in the section of this report entitled
“Responsibilities of the Statutory Auditors relating to the audit of the parent company financial
statements”.

Independence

We have performed our audit in compliance with the rules of independence provided for in the French
Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1
January 2024 to the date of issue of our report.


Bases of assessments

Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the
justification of our assessments, we draw your attention to the following assessments which, in our
professional judgement, have been the most significant for the audit of the parent company financial
statements.




32
The assessments carried out are part of our audit of the parent company financial statements, taken as a
whole, and formed our opinion, which is expressed above. We do not express an opinion on individual
items of these financial statements.


Valuation of equity interests and related receivables

Equity interests and related receivables, which are carried at a net amount of €296 million on the 31
December 2024 balance sheet, are initially recognised at cost and written down on the basis of their fair
value.

As stated in Note 2.1.2 to the financial statements, the fair value is assessed on the basis of the fair value
of the shareholders’ equity, as measured based on discounted future cash flows and net debt. The outlook
of each subsidiary or group of subsidiaries is taken into account, in which case consolidated data may
be included in the assessment.

The estimated fair value of these equity interests, based in particular on projected discounted future cash
flows, requires the use of assumptions and estimates and the exercise of judgement by management.

Our work consisted in assessing the reasonableness of the estimated fair value of equity interests, based
on information provided to us. Our work consisted mainly in verifying that the estimation of these values
by management is based on an appropriate justification of the measurement method and figures used.


3. Specific verifications

We also performed the specific verifications required by law and regulations, in accordance with
professional standards applicable in France.

Information provided in the Board of Directors’ management report and other documents addressed to
the shareholders concerning the financial position and the parent company financial statements

We have no comments to make about the accuracy and consistency with the parent company
financial statements of the information provided in the management report of the Board of
Directors and in the documents addressed to the shareholders concerning the financial position
and the annual financial statements.

We hereby confirm the accuracy and the consistency with the parent company financial statements of
the information on late payments referred to in Article D. 441-6 of the French Commercial Code.

Information on corporate governance presented in the management report

We hereby certify that the section on corporate governance in the Board of Directors’ management
report contains the information required by Article L. 225-37-4 of the French Commercial Code.

Responsibilities of senior management and of those charged with corporate governance relating
to the parent company financial statements

It is the management’s responsibility to prepare the parent company financial statements representing a
true and fair view in accordance with the French accounting rules and principles and to establish the
internal control that it deems necessary for the preparation of the parent company financial statements
free of material misstatements, whether due to fraud or error.




33
During the preparation of the parent company financial statements, it is the responsibility of
management to assess the company’s ability to continue as a going concern, to present in these financial
statements, if applicable, the necessary information on the going concern basis and to apply the standard
accounting policy for a going concern, unless it is planned to wind up the company or discontinue
operations.

The parent company financial statements were approved by the Board of Directors.


Responsibilities of Statutory Auditors relating to the audit of the parent company financial
statements

It is our responsibility to prepare a report on the parent company financial statements. Our objective is
to obtain reasonable assurance that the parent company financial statements, taken as a whole, are free
of material misstatements. Reasonable assurance is a high level of assurance, without however
guaranteeing that an audit performed in accordance with the professional standards applicable would
systematically detect all material misstatements. Misstatements may be due to fraud or errors and are
considered as material when it is reasonable to expect that they can, taken separately or together,
influence the economic decisions that users of the financial statements take based on them.

As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the
certification of the financial statements does not consist in guaranteeing the viability or quality of your
company’s management.

As part of an audit performed in accordance with auditing standards applicable in France, the statutory
auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:

- identifies and evaluates the risk of the annual financial statements containing material
misstatements, whether due to fraud or error, develops and implements audit procedures in response
to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of
non-detection of a material misstatement due to a fraud is more serious than that of a material
misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions,
misrepresentations or the circumvention of internal control;

- obtains an understanding of the aspects of internal control that are relevant to the audit in order to
develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the
internal control system;

- assesses the appropriateness of the accounting methods used and the reasonableness of the
accounting estimates made by the management, as well as of the related information provided in the
annual financial statements;

- assesses the appropriateness of the management’s use of the going concern principle in accounting
and, according to the evidence obtained, the existence or otherwise of material uncertainty
connected with events or situations likely to cast significant doubt on the capacity of the company
to continue its operations. This assessment is based on the evidence gathered up to the date of the
auditor’s report, it being noted however that subsequent circumstances or events could compromise
the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor
draws the reader’s attention within their report to the disclosures provided in the parent company
financial statements regarding this uncertainty or, if such disclosures are not provided or are not
relevant, issues a qualified opinion or refuses to issue an opinion;

- appraises the overall presentation of the parent company financial statements and assesses whether
said statements reflect the transactions and underlying events and thus provide a true and fair view
thereof.


34
Paris and Nancy, 28 April 2025



Statutory Auditors

ADVOLIS BATT AUDIT



Hugues de Noray Nicolas Aubrun Isabelle Sagot




35
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY


SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED
AGREEMENTS

Year ended 31 December 2024


To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,


In our role as the statutory auditors of your company, we hereby present to you our report on regulated
agreements.

It is our responsibility to inform you, on the basis of the information provided to us, of the essential
characteristics and terms of the agreements of which we have been informed or which we have
discovered during the course of our audit, as well as the reasons justifying the company’s interest in said
agreements, without having to express an opinion on their usefulness or appropriateness or to seek out
the existence of other agreements. It is your responsibility, pursuant to Article R. 225-31 of the
French Commercial Code, to assess the interest attached to entering into these agreements with
a view to their approval.

It is also our responsibility, where appropriate, to provide you with the information stipulated in Article
R. 225-31 of the French Commercial Code in relation to the performance, during the past year, of
agreements already approved by the Shareholders’ Meeting.

We have carried out the procedures that we judged necessary pursuant to the professional policies of the
Compagnie Nationale des Commissaires aux Comptes (National Institute of Statutory Auditors) relating
to this assignment.

Agreements submitted to the Shareholders’ Meeting for approval

We have not been informed of any agreement authorised and entered into during the past year and
requiring to be submitted to the Shareholders’ Meeting for approval pursuant to the provisions of Article
L. 225-38 of the French Commercial Code.

Agreements already approved by the Shareholders’ Meeting

We hereby inform you that we have not been informed of any agreement already approved by the
Shareholders’ Meeting and whose performance continued during the past year.

Paris and Nancy, 28 April 2025
Statutory Auditors

ADVOLIS BATT AUDIT



Hugues de Noray Nicolas Aubrun Isabelle Sagot



36
Exacompta Clairefontaine S.A.
Consolidated financial statements for the year ended
31 December 2024




37
1. Consolidated financial statements
Consolidated financial position

€000 31/12/2024 31/12/2023 Notes

NON-CURRENT ASSETS 358,007 361,502
Goodwill 34,703 34,223 (2.1.4)

Intangible assets 20,882 21,114 (2.1.4)

Property, plant and equipment 296,292 300,188 (2.1.5)

Financial assets 5,167 5,217 (2.1.6)

Deferred taxes 963 760 (2.4)

CURRENT ASSETS 593,509 574,582
Inventories 269,190 272,571 (2.2.1)

Trade and other receivables 129,701 132,510 (2.2.2)

Advances 2,470 2,292
Taxes receivable 2,652 111
Cash and cash equivalents 189,496 167,098 (2.2.3)

TOTAL ASSETS 951,516 936,084



SHAREHOLDERS’ EQUITY 536,108 512,467
Share capital 4,526 4,526
Consolidated reserves 500,126 464,825
Net income – Group share 31,456 43,116
Shareholders’ equity – Group share 536,108 512,467
Minority interests - -
NON-CURRENT LIABILITIES 198,791 194,768
Non-current loans and borrowings 126,803 112,844 (2.6)

Lease liabilities (IFRS 16) 28,392 38,331 (2.6)

Deferred taxes 24,279 24,174 (2.4)

Provisions 19,317 19,419 (2.5)

CURRENT LIABILITIES 216,617 228,849
Trade payables 81,765 79,901
Current loans and borrowings 40,937 43,165 (2.6)

Lease liabilities (IFRS 16) – short term 13,215 14,359 (2.6)

Provisions 5,345 6,226 (2.5)

Tax liabilities 1,950 5,561
Other payables 73,405 79,637 (2.9)

TOTAL SHAREHOLDERS’ EQUITY AND
951,516 936,084
LIABILITIES




38
Consolidated income statement

€000 2024 2023 Notes

Revenue 831,274 843,249
- Sales of products 813,135 821,802
- Sales of services 18,139 21,447
Other operating income 17,380 40,504
(2.1.4 to
- Reversal of depreciation/amortisation 120 14 2.1.6)
- Subsidies 5,403 7,404
- Other income 11,857 33,086
Change in inventories of finished products and work-in-progress (11,413) (7,009) (2.2.1)

Goods and materials used (396,914) (399,306)
External expenses (126,083) (122,906)
Personnel expenses (197,213) (199,971) (2.10)

Taxes and duties (8,631) (8,576)
(2.1.4,
Depreciation/amortisation (52,638) (50,173) 2.1.5)
Other operating expenses (10,501) (23,749)
Operating income – before goodwill impairment 45,261 72,063
(2.1.1,
Goodwill impairment / badwill gain (2,000) (11,996) 2.1.4)
Operating income – after goodwill impairment 43,261 60,067
Financial income 7,086 4,772
Financial expenses (7,091) (7,987)
Net financial items (5) (3,215) (2.8)

Income taxes (11,800) (13,736) (2.4)

CONSOLIDATED NET INCOME 31,456 43,116


Net income – minority share - -
Net income – Group share 31,456 43,116

Net income for the period 31,456 43,116
Number of shares 1,131,480 1,131,480 (2.3)

Earnings per share (basic and diluted) 27.80 38.11




39
Comprehensive income statement

€000 2024 2023
Net income/(loss) 31,456 43,116
Actuarial gains/losses on post-employment benefits 324 634
Tax on items not reclassified to profit or loss (81) (158)
Items not reclassified to profit or loss 243 476
Currency translation differences arising from foreign entities’
(408) 3,175
financial statements
- -
Tax on items reclassified to profit or loss
Items reclassified to profit or loss (408) 3,175
Items of other comprehensive income - -
Total comprehensive income 31,291 46,767
Attributable to:
- the Group 31,291 46,767
- minority interests - -



Statement of changes in consolidated shareholders’ equity




Total – Group
Share capital




shareholders
consolidated


gains/losses




adjustments
Additional




translation
Currency
Actuarial




’ equity
Reserves




minority
interests
Total –
paid-in
capital




share




Total
and




€000



Shareholders’ equity at 31/12/2022 4,526 92,745 367,818 619 5,661 471,369 - 471,369

Dividends distributed (4,979) (4,979) (4,979)
Net income for the period 43,116 43,116 43,116
Items of other comprehensive income 476 3,175 3,651 3,651
Reclassification of actuarial gains/losses 619 (619) - -
Other restatements (690) (690) (690)

Shareholders’ equity at 31/12/2023 4,526 92,745 405,884 476 8,836 512,467 - 512,467

Dividends distributed (7,581) (7,581) (7,581)
Net income for the period 31,456 31,456 31,456
Items of other comprehensive income 243 (408) (165) (165)
Reclassification of actuarial gains/losses 476 (476) - -
Other restatements (69) (69) (69)

Shareholders’ equity at 31/12/2024 4,526 92,745 430,166 243 8,428 536,108 - 536,108




40
Statement of consolidated cash flows

€000 2024 2023 Notes

Total consolidated net income 31,456 43,116
• Depreciation, amortisation and provisions 53,772 64,750 (2.1.4 to
• Gains or losses on sales (117) (10,431) 2.1.6, 2.5)
(537) (228) (2.4)
• Currency translation adjustments

Cash flow before cost of borrowings and tax 84,574 97,207

• Cost of borrowings 4,000 3,190
• Tax charge for the period and deferred taxes 11,800 13,736

Cash flow after cost of borrowings and tax 100,374 114,133
Balance
• Change in operating working capital (12,731) 12,304 sheet

(1) Net cash flow from operating activities 87,643 126,437

• Purchases of fixed assets (49,034) (52,964) (2.1.4 to
2.1.6)
• Sales of fixed assets 2,066 25,930
• Changes in consolidation (3,249) (4,174)

(2) Net cash flow from investing activities (50,217) (31,208)

• New borrowings 42,379 27,940
• Loans repaid (30,140) (33,297)
(2.6)
• Lease liability payments (14,971) (14,483)
• Change in interest paid (3,786) (2,980)
• Dividends paid (7,581) (4,979)

(3) Net cash flow from financing activities (14,099) (27,799)

(4) Currency effect on cash (93) 1,303

(1+2+3+4) Total cash flow 23,234 68,733


Opening cash 155,165 86,432
Closing cash 178,399 155,165

Change in cash 23,234 68,733



Change in cash

€000 31/12/2024 31/12/2023 Change
Reported cash and cash equivalents 189,496 167,098 22,398
Bank overdrafts (11,097) (11,933) 836
Net cash and cash equivalents 178,399 155,165 23,234




41
Presentation of the consolidated financial statements
1- General principles – statement of compliance

The EXACOMPTA CLAIREFONTAINE Group consolidated financial statements are prepared in
accordance with IFRS (International Financial Reporting Standards), as adopted within the European
Union.
The Exacompta Clairefontaine Group consolidated financial statements have been approved by the Board
of Directors. They will not be final until they have been approved by the Shareholders’ Meeting.
No changes were made compared to the accounting rules and methods applied to the 2023 full-year
consolidated financial statements.

2- Adoption of international standards

Standards, amendments and interpretations mandatory from 1 January 2024

- Amendments to IAS 1 – Classification of liabilities as current or non-current and non-current
liabilities with covenants
- Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements
- Amendment to IFRS 16 – Lease liability in a sale and lease-back

The application of these amendments did not have a material impact on the Group’s financial statements.

Standards, amendments and interpretations mandatory after 2024

In 2024, the Group did not opt for the early application of any standard, amendment or interpretation
approved by the European Union.

3- Changes in consolidation scope

On 27 February 2024, the Group acquired a controlling interest in Flock One, which generated revenue of
€4 million for the nine-month 2024 fiscal year. Recorded goodwill amounted to €2.5 million.
The identifiable assets acquired and liabilities assumed were recognised at their acquisition date fair value.

4- Bases of preparation of the financial statements

The financial statements are presented in euros, rounded to the nearest one thousand euros.
They are prepared on the basis of historical cost, with the exception of financial instruments, which are
stated at fair value.

The preparation of financial statements under IFRS requires the exercise of judgement by management in
making estimates and assumptions that have an impact on the application of the accounting policies and on
the amounts of the assets, liabilities, income and expenses.

The underlying estimates and assumptions are made based on past experience and other factors deemed
reasonable in view of the circumstances. They also form the basis for the exercise of judgement required
for determining the book values of assets and liabilities that cannot be obtained directly from other sources.
Real values may differ from the estimated values.
The estimates and underlying assumptions are reviewed on an ongoing basis. The impact of changes in
accounting estimates is recorded during the period in which the change occurs and all subsequent periods
affected.
The accounting methods described below have been applied on a consistent basis to all the periods
presented in the consolidated financial statements. Furthermore, said methods have been applied uniformly
to all Exacompta Clairefontaine Group entities.


42
5- Consolidation of subsidiaries

The consolidated financial statements include the financial statements of the parent company, Exacompta
Clairefontaine, and those of the entities controlled by the parent company (the “subsidiaries”).
Control means the power to direct, directly or indirectly, the financial and operating policies of the entity
in order to obtain benefits from its activities.
The financial statements of the subsidiaries are included in the consolidated financial statements from the
date on which control was obtained until the date on which control is no longer held.

The balances shown in the balance sheet, unrealised losses and gains, and the income and expenses resulting
from Group transactions are eliminated in the consolidation.
Unrealised gains arising from transactions with affiliates are eliminated in proportion to the Group’s equity
interest. Unrealised losses are eliminated in the same way, but only if they do not represent a loss in value.

6- Foreign currencies

The individual financial statements of each of the Group’s entities are presented in the currency of the
economic environment in which the entity operates. For the purposes of the consolidated financial
statements, the profit or loss and the financial position of each entity are stated in euros, which is the
functional currency of Exacompta Clairefontaine S.A. and the currency in which the consolidated financial
statements are presented.

Transactions in foreign currency are recorded at the exchange rate in effect on the date of the transaction.
Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are converted to
euros at the closing rate. The currency translation differences resulting from this conversion are recorded
in the income statement as financial income or expense, as applicable.

The assets and liabilities of each individual entity that engages in its activity abroad are converted to euros
at the exchange rates in effect at the balance sheet date. Income and expenses are converted at the average
exchange rates for the period, which is a sufficient approximation of the rates on the transaction dates.
The currency translation differences resulting from the conversion are recorded under currency translation
adjustments as a separate shareholders’ equity account.

7- Business combinations

Business combinations are accounted for using the acquisition method.
- Acquisition cost corresponds to the fair value of assets obtained, equity instruments issued, where
applicable, and liabilities incurred or assumed.
The costs related to the acquisition are recorded as expenses.
- Assets acquired and liabilities transferred are recognised at their acquisition date fair value.

Where applicable, the non-controlling interest in the acquired entity is measured either at fair value or at
the share of the fair value of assets and liabilities of the subsidiary acquired. This option is available at each
business combination and cannot be changed subsequently.

In the case of a step acquisition, the share of the interest held prior to the acquisition date is measured at its
fair value. The related profit or loss is recorded in income.

If a business combination takes place under favourable conditions, the purchaser records the corresponding
profit under income as at the acquisition date.




43
A business combination involving a number of entities under common control is a grouping in which all of
the entities or operations that are grouped are ultimately controlled by the same party, both before and after
the combination, and where this control is not temporary.
In the absence of specific provisions in the accounting standards, the Group applies the book value method
to all transactions involving the entities under common control.

8- Goodwill

Goodwill arising from a business combination is valued as the excess of the consideration transferred over
the net balance, as at the acquisition date, of identifiable assets acquired and liabilities assumed, measured
at fair value.
The initial valuation of the business combination can be adjusted against goodwill if there is new
information on circumstances existing at the acquisition date. The adjustment period in respect of the initial
valuation is limited to 12 months from the acquisition date.

Subsequent changes in the percentage of the equity interest that do not impact the control of the acquired
company are considered transactions between shareholders. The difference between the purchase (or
disposal) value and the book value of the share acquired (or sold) is recognised under equity.

Goodwill is initially valued at cost and recorded as an asset in accordance with the principles set out in
section 7 above. It is thereafter valued at cost, less accumulated impairment.

For the purposes of impairment testing, goodwill is allocated to the cash generating units (CGU) represented
by the Group’s five departments: Paper; Office and filing articles; School stationery, fine arts and crafts;
Diaries and calendars; Digital photography. They are comprised of subsidiaries or groups of subsidiaries
with synergies and no independent cash flows.
These CGUs are largely independent of the consolidated Group and are smaller than the operating segments
defined by IFRS 8 Operating segments.

Impairment tests are carried out on all cash generating units to which goodwill is allocated; these tests are
performed annually, and at each account statement date if there is an indication of impairment.

The recoverable value of the CGUs is the higher of the market value and the value in use resulting from a
discounted cash flow (DCF) analysis carried out as follows in accordance with IAS 36:

 Discount rate equal to the expected market return for an equivalent investment, regardless of the
financing sources. This discount rate is a post-tax rate applied to post-tax cash flows. Its use leads to the
determination of recoverable values identical to those obtained by using a pre-tax rate applied to pre-tax
cash flows.
 3-year business plans approved by management.
 Extrapolation of cash flow from operations beyond three years based on a growth rate specific to the
industry.

If the recoverable value of the cash generating unit is less than that unit’s book value, the loss in value is
first allocated to reducing the book value of any goodwill allocated to that cash generating unit, and then to
other assets of the unit, pro rata to the book value of each asset in the unit.
Impairment of goodwill recorded in the income statement is not reversed in a subsequent period.

9- Property, plant and equipment

Group land and buildings are intended for use in the production or supply of goods and services, or for
administrative purposes.
The Group does not hold any material real estate that should be classified as an investment. The industrial
facilities and other equipment are operating assets for the production or supply of goods and services.



44
All Group property, plant and equipment is recorded at historical purchase cost, less accumulated
depreciation and impairment.
Property, plant and equipment under construction comprises assets intended for use in production and is
recorded at cost, less any impairment identified.
When items of property, plant and equipment have different useful lives, they are recorded as separate
assets. All ongoing service and maintenance costs are recorded as expenses at the time they are incurred.

Depreciation is recognised as expenses using the straight line method, without any residual value. The
depreciation is calculated based on the estimated useful life of each component of fixed assets on the
following bases and by year:

- Land not depreciated
- Buildings 25 to 40 years
- Fixtures and furnishings 10 to 20 years
- Plant and equipment 10 to 20 years
- Other office supplies and computer hardware 3 to 10 years

The useful life of the main assets is reviewed when the accounts are closed. Any change in the useful life
is recorded on a prospective basis as a change in an accounting estimate.

10- Leases and right-of-use assets

Recognition of operating leases

All operating leases are recognised pursuant to a single model that records a leasing liability corresponding
to the sum of the discounted future lease payments and a right-of-use asset amortised over the residual term
of the lease.

Lease types

The leases are mainly real estate leases, with the remainder primarily corresponding to vehicles and
handling equipment.
For the specific case of commercial leases, the term used for these leases is the generally enforceable period.

Interest rate

As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental
borrowing rate to measure the lease liability.
It is established by reference to the interest rates of loans, whether taken out or not, that have similar
maturities and payment profiles. In particular, the interest rate is established based on 7-10 year maturities
applicable to real estate leases, which account for the majority of right-of-use assets.

11- Intangible assets

Research and development costs

Research costs are recorded as expenses in the year in which they are incurred.
Development expenses are recorded as a non-current asset if the costs can be reliably measured and if the
Group can demonstrate the technical and commercial feasibility of the product or procedure, the existence
of probable future economic benefits and its intention, as well as the availability of sufficient resources, to
complete the development of and use or sell the asset.
When the requirements for recording development expenses in assets are not met, they are recognised as
expenses for the year in which they are incurred.




45
Trademarks

Trademarks are recorded as intangible assets at fair value as at the purchase date. In the absence of a
foreseeable limit on their capacity to generate net cash flows, the useful life of the trademarks used by the
Group is considered to be indefinite.
They are not amortised but undergo an impairment test once a year and at each balance sheet date if there
is an indication of any loss in value. The recoverable value is determined based on expected discounted
cash flows.

Expenses for internally generated trademarks are expensed as incurred.

Other intangible assets

Other intangible assets purchased by the Group are recorded at cost less amortisation and accumulated
impairment.
Amortisation is recognised as an expense under the straight line method over the estimated useful life, on
the following bases and by year:

- Patents, licences and software 3 to 8 years
- Other intangible assets 5 to 10 years

12- Impairment of property, plant and equipment and intangible assets (excluding goodwill and
trademarks)

At the end of each period, the Group reviews the book values of property, plant and equipment and
intangible assets in order to determine whether there is any indication that an asset has suffered impairment.
If it has, the recoverable value of the asset is estimated in order to determine the potential impairment.

The recoverable value of an asset is the higher of the fair value less costs to sell and the value in use. The
value in use is estimated using the discounted future cash flows method. If the recoverable value is
estimated to be less than the book value, impairment is recognised immediately in expenses in the income
statement.

Impairment recorded for an asset during a prior period may be reversed if there has been a change in the
estimates used to determine the recoverable value. However, any book values that have been increased
following a reversal of impairment may not exceed the book value that would have been determined after
depreciation or amortisation, if no impairment had been recorded. Impairment reversals are recorded in the
income statement.


13- Financial assets

Unconsolidated equity interests are classified as assets available for sale and are measured at fair value;
changes in fair value are recorded under shareholders’ equity.
If the fair value cannot be reliably estimated, equity interests continue to be measured at purchase cost. In
the event of a write-down, the loss in value is recorded in the income statement.

Intercompany receivables and other non-current financial assets are measured initially at fair value and
subsequently at amortised cost.




46
14- Trade and other receivables

Trade and other receivables are measured initially at fair value and subsequently at amortised cost. Any
losses in value are recorded in the income statement when the recoverable value is less than the book value.
Impairment is established based on the credit losses expected over their useful life.
No one client individually accounts for more than 10% of the Group’s consolidated revenue.

15- Inventories

Inventories are valued at their purchase or production cost or, if lower, at their net realisable value. The net
realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of
completion and the estimated costs necessary to make the sale.
The cost of inventories includes direct raw materials costs, direct labour costs and directly attributable
general expenses incurred to put the inventories in place in their existing condition. In general, the cost is
calculated using the weighted average cost method.

Greenhouse gas emission rights

Three of the Group’s paper mill subsidiaries are subject to the European regulation on greenhouse gas
emissions. An allowance is a unit of account that represents the emission of one tonne of carbon dioxide.
The fourth phase of the EU Emissions Trading Scheme (EU ETS) covers the 2021-2030 period.
The recognition methods applied by the Group are those derived from ANC Regulation 2012-03. Pursuant
to the regulation, the Group applies the “production” model, in which the holding of allowances is linked
to a production process that generates greenhouse gas emissions. The allowances are used in order to
comply with the requirement to surrender them to the State.

The main features of the model applied by the Group are as follows:

 The allowances are recorded under inventories.
- Allowances allocated by the State are recorded at zero value. They are treated purely in terms of
volume.
- Purchased allowances are recorded at purchase cost.
 Balance sheet valuation
- An impairment charge is recorded when the present value of inventories is lower than the book
value.
- No specific valuation is carried out in the case of allocated allowances, as they are recorded at zero
value.

 Inventory withdrawal
- The allowances are withdrawn from inventories on an ongoing basis in line with actual CO2
emissions. Allocated allowances have no impact on the financial statements.
- Any gains or losses arising from the sale of emission allowances are recorded under operating
income.
 Requirements related to greenhouse gas emissions
- The basic requirement to surrender the CO2 emission allowances in accordance with emissions
produced remains unchanged from the previous allocation periods.
- At the end of each reporting period, if the Group lacks a sufficient number of allowances [allocated
+ purchased] to meet its obligation to surrender allowances to the State, a liability representing the
value of missing allowances to be purchased is recorded.

16- Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank balances and short-term investments in money
market instruments.


47
These investments are immediately convertible into a known amount of cash or, depending on their
nature, within a maximum period of 32 days with a negligible risk of a change in value.
Financial assets held for trading (marketable securities) are assets valued at fair value through profit or
loss.
Bank overdrafts repayable on demand and current borrowings, which are an integral part of the Group’s
cash management, are included in cash and cash equivalents for the purposes of the cash flow statement.

17- Derivative financial instruments

The Group no longer holds any derivative financial instruments for the purpose of limiting its exposure to
interest rate risks.
The Group does not apply hedge accounting (cash flow and fair value hedges). The corresponding
derivative financial instruments are included in financial assets and liabilities measured at fair value through
profit or loss. The profit or loss resulting from subsequent measurements of the fair value is recorded
immediately in income.

18- Loans

All interest-bearing loans are measured initially at fair value and subsequently at amortised cost.
Transaction costs are included in the initial measurement of financial instruments that are not measured at
fair value through profit or loss. The transaction costs are the marginal costs directly attributable to the
purchase or issuance of a financial instrument and do not include internal administration costs.

All loan expenses are recorded as expenses for the period in which they are incurred.

Put options granted to third-party minority shareholders of controlled subsidiaries constitute a financial
liability. The liability is measured on the basis of the contracts and may be remeasured based on the results
achieved by the entity. The Group records these put options as financial liabilities at the present value of
the exercise price of these options after deduction of the related minority interests with an offsetting entry
to shareholders’ equity, Group share. Subsequent changes in the liability are treated in the same manner.



19- Employee benefits

Defined contribution plans

Payments to a defined contribution plan are recorded as expenses at the time they are incurred.

Post-employment benefits

The Group’s net liability for defined benefit plans is estimated separately for each scheme by estimating
the amount of the future benefits acquired by personnel in exchange for services rendered during the present
and prior periods.
This amount is discounted to determine its present value and is reduced by the fair value of the plan assets.
The discount rate is determined by referring to a market rate on the closing date based on the obligations
of leading companies. The calculations are performed using the projected unit credit method.
Actuarial gains and losses are recorded under items of other comprehensive income and are not reclassified
to profit or loss.




48
20- Provisions

A provision is recorded in the balance sheet when the Group has a current legal or constructive obligation
resulting from a prior event and it is probable that an outflow of resources representing economic benefits
will be necessary to satisfy the obligation.
A restructuring provision is recorded when a transaction is approved by the Group and has been the subject
of a notification.
The amount recorded in provisions is the best estimate of the expense that will be required to satisfy the
obligation. The amount is discounted when the impact is material.

21- Income and expenses

Revenue from contracts with customers

Sales of products and services are measured at the fair value of the consideration received or receivable,
net of trade discounts and sales taxes.

Sales of goods are recorded in the income statement at the time of delivery of the goods and transfer of
ownership to the buyer, who takes on their risks and benefits.
Income obtained from the provision of services is recorded in the income statement based on the percentage
of completion of the service at the balance sheet date and is valued based on the work performed.
The contracts entered into by the Group do not provide for variable considerations or payment terms over
1 year.

Public subsidies

The public subsidies that offset some expenses incurred by the Group are, with some exceptions, recorded
as income in the income statement, for the period in which the expenses are incurred. The exceptions relate
to public schemes targeted for the compensation of identified expenses, such as furlough schemes.

The subsidies that cover all or part of the costs of an asset are deducted from this asset to determine its cost
price.
The subsidy is recorded as income over the useful life of the asset and can be amortised through a decrease
in the depreciation expense.

Operating income

Operating income and expenses are classified by accounting type and not based on whether they are current
or non-current.

Net financial items

Net financial items include interest payable on loans and cash liabilities, interest receivable on investments,
foreign exchange gains and losses, and gains and losses on financial instruments that are recorded in the
income statement.

22- Income tax

Income taxes include current tax expense or income and deferred tax expense or income. The tax is recorded
in income unless it is related to items posted directly to shareholders’ equity, in which case it is recorded
in shareholders’ equity.
The Cotisation sur la Valeur Ajoutée des Entreprises (CVAE – French business value added tax) is not
classified as an income tax. The contributions are recorded under operating expenses.




49
Current tax is the estimated tax due on taxable income for a period and any adjustment of the amount of
current tax for prior periods.

Deferred tax is determined using the balance sheet liability method for all temporary differences between
the book value of the assets and liabilities and their tax bases, based on tax rates that were adopted or
substantially adopted at the balance sheet date.

No deferred tax is posted in respect of the following items:
- Goodwill not deductible for tax purposes;
- Initial recording of an asset or liability that affects neither accounting income nor taxable income
(except in the case of a business combination).

A deferred tax asset is not recorded unless it is probable that the Group will have future taxable income
against which this asset can be charged. Deferred tax assets are reduced or not recorded when there is
uncertainty as to whether sufficient taxable income will be available to recover them.
There are no tax losses that can be recognised as assets at the level of the Exacompta Clairefontaine tax
group.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and
liabilities due, when they involve taxes on income withheld by the same tax authority and the Group intends
to pay them based on their net amount.

23- Management of financial risk

Generally, the Exacompta Clairefontaine Group does not engage in any complex financial transactions.
However, it is exposed to certain risks related to the use of financial instruments in the context of its
activities.
Risk management is performed by the operating units, in accordance with the policy established by senior
management.


Market risks

Exposure to market risks involves mainly exchange rate and interest rate risks.

 Foreign exchange risk

The Group operates internationally. Risks related to commercial transactions denominated in a currency
other than the respective functional currencies of Group entities are related mainly to purchases of raw
materials denominated in US dollars. In order to manage this foreign exchange risk, the Group may use
options contracts to hedge forecast transactions in this currency.

 Interest rate risk

The Group previously contracted a number of interest rate swaps in respect of loans initially issued at
floating rates, which exposed the Group to cash flow fluctuation risk.
Due to the current low fixed rates, it was not considered appropriate to use new derivative financial
instruments.

Liquidity risk

The Group’s approach to managing this risk is to ensure that it always has sufficient liquid assets to meet
its liabilities as they fall due without incurring unacceptable losses or damaging its reputation.
To this effect, short-term financing (maturities of less than one year) is provided by commercial paper on
which a fixed rate is paid.


50
The Group also has lines of credit to cover medium-term maturities.

The Group has conducted a specific review of its liquidity risk and deems that it will be able to meet future
maturities.

Credit risk

Credit risk represents the risk of financial loss for the Group if a client or counterparty to a financial
instrument fails to perform its contractual obligations.

 Trade and other receivables

The credit risk remains spread over a large number of clients even though there is a concentration of
distributors of our products. The risk of default by business sector and by country in which the clients
engage in their activities does not have a significant influence on credit risk.

The Group has implemented tools to monitor outstandings that enable it to ensure that its clients have an
appropriate credit history. Clients that do not satisfy solvency requirements cannot carry out transactions
with the Group without making advance payments.
Credit risk is also limited by taking out credit insurance policies.
The Group determines a level of write-downs that represents its estimate of losses that will be incurred in
respect of trade and other receivables.
Impairment charges correspond to specific losses related to individual risks. The amounts presented in the
balance sheet are net of impairment recorded.


 Investments

The Group limits its exposure to credit risk from investments, short-term deposits and other cash
instruments by investing only in liquid securities.
As the counterparties are leading banks, the Group does not expect that any of them will default.

24- Segment information

The operating segments are based on the Group’s internal organisation and are defined by area of activity.

The Group’s operating segments corresponding to its main areas of activity are as follows:

- Paper: production, finishing and formatting of paper
- Processing: manufacture of stationery, office and filing items and digital photos.

Transactions between the different operating segments are carried out on arm’s length terms.

Segment information by geographic area is also presented and is divided by sales-to-customer area in
respect of revenues and by the area in which the consolidated companies are located in respect of other
information.




51
2. Notes to the consolidated financial statements
2.1 Non-current assets

2.1.1 Intangible assets and goodwill

Trademarks

“Concessions, licences, trademarks and similar rights” includes trademarks totalling a net amount of
€5,367,000.

Goodwill

Goodwill mainly pertains to the businesses of the digital department (€13.2 million) and the manufactured
papers department (€19.6 million).

The annual impairment test of CGUs was performed in 2024 based on the cash flow value-in-use method,
by discounting the future cash flows generated by the continuous use of each CGU.
The methods used for determining the value in use in 2024 are similar to those used in 2023.

The key assumptions used for determining the recoverable amounts are the discount rate and the growth
rate used to determine the terminal value.

 The cash flow discount rates used for CGUs were estimated based on the weighted average cost of
capital, giving a pre-tax rate of between 10.17% and 12.12% for the four departments of the
processing division and 14.48% for the paper department. They include a medium-term inflation rate
of 2% in respect of a specific premium.
 The long term perpetual growth rates of the CGUs range from 0% to 1.5%.

The assessment of the risk of impairment losses led to the recognition of a €2 million goodwill impairment
charge for the Diaries & Calendars CGU.
The CGU has lost value due to a deterioration in expected cash flows resulting from the shrinking of its
markets. It is also strongly influenced by seasonal factors, as most of its sales are made towards the end of
the year, which explains the lack of indication of impairment at 30 June 2024.

In light of the impairment charge for part of this CGU’s goodwill, any changes in criteria, whether negative
(e.g. performance and perpetual growth rate) or positive (discount rate) would lead to further impairment.

With regards to sensitivity to changes in key assumptions under the other tests, there is no reasonably likely
change that could lead to significant impairment of other CGUs, given their margins and the tests
conducted.

2.1.2 Property, plant and equipment

The useful life of the principal assets has been reviewed by the Group. No changes in useful life leading to
a material change in the accounting estimates were identified during the period.

IFRS 16 – Leases

As it is not possible to determine the interest rates implicit in the leases, the Group uses its incremental
borrowing rate to measure the lease liability. Real estate leases account for nearly 90% of leases in terms
of right-of-use asset value.




52
Lease categories at 31/12/2024

Industrial
€000 Real estate Other Total
equipment
Right-of-use assets 88,600 4,694 4,836 98,130
Depreciation 51,727 2,426 2,708 56,861
Net amount 36,873 2,268 2,128 41,269


The income statement shows a right-of-use asset depreciation expense of €15,007,000 and lease interest
payments totalling €363,000.
Leases are aggregated in the tables of changes in property, plant and equipment.


2.1.3 Financial assets

Unconsolidated equity interests and other long-term investments are stated at cost if there is no reliable fair
value.

Intercompany receivables, loans and other financial assets are valued at amortised cost. The book value is
equal to the fair value.
Other receivables mainly comprise deposits and guarantees totalling €3,817,000.



2.1.4 Intangible assets and goodwill
Concessions,
licences, Total intangible
At 31 December 2024 (€000) Goodwill Other
trademarks and assets
similar rights
Gross value b/fwd 53,219 66,781 9,208 75,989
Purchases 2,480 5,546 39 5,585
Sales (11,397) (73) (11,470)
Changes in consolidation scope 61 61
Currency translation adjustments (372) 29 (343)
Transfers and other changes 280 (3,227) (2,947)
Gross value c/fwd 55,699 60,899 5,976 66,875
Amortisation and write-downs b/fwd 18,996 47,574 7,301 54,875
Sales (11,388) (73) (11,461)
Changes in consolidation scope 54 54
Amortisation 5,399 462 5,861
Write-downs 2,000
Reversals
Currency translation adjustments (353) 17 (336)
Transfers and other changes (3,000) (3,000)
Amortisation and write-downs c/fwd 20,996 41,286 4,707 45,993
Net book value b/fwd 34,223 19,207 1,907 21,114
Net book value c/fwd 34,703 19,613 1,269 20,882




53
Concessions,
licences, Total intangible
At 31 December 2023 (€000) Goodwill Other
trademarks and assets
similar rights
Gross value b/fwd 51,266 60,995 11,249 72,244
Purchases 1,953 1,530 5,187 6,717
Sales (3,772) (323) (4,095)
Changes in consolidation scope 144 144
Currency translation adjustments 888 35 923
Transfers and other changes 6,996 (6,940) 56
Gross value c/fwd 53,219 66,781 9,208 75,989
Amortisation and write-downs b/fwd 7,000 45,648 7,147 52,795
Sales (3,770) (307) (4,077)
Changes in consolidation scope 72 72
Amortisation 4,818 422 5,240
Write-downs 11,996
Reversals (2) (2)
Currency translation adjustments 808 39 847
Transfers and other changes
Amortisation and write-downs c/fwd 18,996 47,574 7,301 54,875
Net book value b/fwd 44,266 15,347 4,102 19,449
Net book value c/fwd 34,223 19,207 1,907 21,114



2.1.5 Property, plant and equipment

Advances and
At 31 December 2024 (€000) Land and Plant and
Other PP&E PP&E in Total
Incl. IFRS 16 right-of-use assets buildings equipment
progress
Gross value b/fwd 290,690 588,649 65,862 24,270 969,471
Purchases 6,183 17,518 3,615 17,159 44,475
Sales (1,884) (32,040) (6,248) (40,172)
Changes in consolidation scope 145 205 66 416
Currency translation adjustments 726 237 (5) 958
Transfers and other changes 2,320 10,999 (284) (13,088) (53)
Gross value c/fwd 298,180 585,568 63,006 28,341 975,095
Depreciation and write-downs b/fwd 163,959 453,692 51,632 0 669,283
Sales (1,241) (30,550) (6,071) (37,862)
Changes in consolidation scope 35 156 38 229
Depreciation 18,510 23,743 4,524 46,777
Write-downs
Reversals (118) (2) (120)
Currency translation adjustments 421 87 (11) 497
Transfers and other changes 91 347 (439) (1)
Depreciation and write-downs c/fwd 181,775 447,357 49,671 0 678,803
Net book value b/fwd 126,731 134,957 14,230 24,270 300,188
Net book value c/fwd 116,405 138,211 13,335 28,341 296,292




54
Advances and
At 31 December 2023 (€000) Land and Plant and
Other PP&E PP&E in Total
Incl. IFRS 16 right-of-use assets buildings equipment
progress
Gross value b/fwd 330,450 577,941 65,817 12,736 986,944
Purchases 29,511 14,880 3,750 23,599 71,740
Sales (78,194) (12,162) (5,463) (95,819)
Changes in consolidation scope 2,968 18 294 44 3,324
Currency translation adjustments 1,473 1,457 371 24 3,325
Transfers and other changes 4,482 6,515 1,093 (12,133) (43)
Gross value c/fwd 290,690 588,649 65,862 24,270 969,471
Depreciation and write-downs b/fwd 210,909 439,800 50,805 0 701,514
Sales (66,101) (9,814) (4,654) (80,569)
Changes in consolidation scope 505 17 167 689
Depreciation 17,633 22,674 4,598 44,905
Write-downs 28 28
Reversals (13) (13)
Currency translation adjustments 1,013 1,393 322 2,728
Transfers and other changes (406) 407 1
Depreciation and write-downs c/fwd 163,959 453,692 51,632 0 669,283
Net book value b/fwd 119,541 138,141 15,012 12,736 285,430
Net book value c/fwd 126,731 134,957 14,230 24,270 300,188



2.1.6 Financial assets

Unconsolidated
At 31 December 2024 (€000) Loans Other receivables Total
equity interests

Gross value b/fwd 1,348 1,075 4,004 6,427
Purchases 34 166 200
Sales (11) (128 (61) (200)
Changes in consolidation scope 1 1
Currency translation adjustments 1 (10) (9)
Transfers and other changes
Gross value c/fwd 1,337 982 4,100 6,419
Write-downs b/fwd 1,210 0 0 1,210
Purchases/sales
Changes in consolidation scope
Write-downs 42 42
Reversals
Currency translation adjustments
Transfers and other changes
Write-downs c/fwd 1,252 0 0 1,252
Net book value b/fwd 138 1,075 4,004 5,217
Net book value c/fwd 85 982 4,100 5,167




55
Unconsolidated
At 31 December 2023 (€000) Loans Other receivables Total
equity interests

Gross value b/fwd 1,337 908 1,824 4,069
Purchases 122 2,163 2,285
Sales (35) (118) (153)
Changes in consolidation scope 11 80 33 124
Currency translation adjustments 102 102
Transfers and other changes
Gross value c/fwd 1,348 1,075 4,004 6,427
Write-downs b/fwd 1,168 0 0 1,168
Purchases/sales
Changes in consolidation scope
Write-downs 42 42
Reversals
Currency translation adjustments
Transfers and other changes
Write-downs c/fwd 1,210 0 0 1,210
Net book value b/fwd 169 908 1,824 2,901
Net book value c/fwd 138 1,075 4,004 5,217




2.1.7 Table of maturities of other financial assets

At 31 December 2024 (€000) < 1 year 1-5 years > 5 years Total

Loans 119 224 639 982
Other financial assets 763 2,140 1,197 4,100
Financial assets and receivables 882 2,364 1,836 5,082


At 31 December 2023 (€000) < 1 year 1-5 years > 5 years Total

Loans 184 234 657 1,075
Other financial assets 637 2,176 1,191 4,004
Financial assets and receivables 821 2,410 1,848 5,079



2.2 Current assets

2.2.1 Inventories by type

Semi-finished and
At 31 December 2024 (€000) Raw materials Work-in-progress Total
finished goods

Gross value b/fwd 112,984 30,356 149,110 292,450
Change 7,562 (780) (9,599) (2,817)
Changes in consolidation scope 720 149 869



56
Gross value c/fwd 121,266 29,576 139,660 290,502
Write-downs b/fwd 11,428 1,646 6,805 19,879
Additions 10,981 1,461 7,209 19,651
Reversals (10,423) (1,572) (6,321) (18,316)
Currency translation adjustments and other
41 (3) 60 98
changes
Write-downs c/fwd 12,027 1,532 7,753 21,312
Net book value b/fwd 101,556 28,710 142,305 272,571
Net book value c/fwd 109,239 28,044 131,907 269,190


Semi-finished and
At 31 December 2023 (€000) Raw materials Work-in-progress Total
finished goods

Gross value b/fwd 124,870 29,052 156,241 310,163
Change (11,920) 1,304 (7,263) (17,879)
Changes in consolidation scope 34 132 166
Gross value c/fwd 112,984 30,356 149,110 292,450
Write-downs b/fwd 9,631 1,221 6,345 17,197
Additions 10,750 1,544 6,326 18,620
Reversals (8,968) (1,126) (5,884) (15,978)
Currency translation adjustments and other
15 7 18 40
changes
Write-downs c/fwd 11,428 1,646 6,805 19,879
Net book value b/fwd 115,239 27,831 149,896 292,966
Net book value c/fwd 101,556 28,710 142,305 272,571


2.2.2 Write-down of other current assets

Changes in
Write-downs consolidation Write-downs
€000 Additions Reversals
b/fwd scope and other c/fwd
differences
Trade receivables 2,250 579 (577) 28 2,280
Other receivables 241 241

Total 2,491 579 (577) 28 2,521



Statement of maturities of trade and other receivables



€000 < 1 year 1-5 years > 5 years Total

Trade and similar receivables 111,007 111,007
Taxes and social security contributions receivable 14,975 14,975
Other receivables 2,889 2,889
128,871 128,871
Impairment (2,521)
Financial assets 126,350



57
Prepaid expenses 3,351
Reported trade and other receivables 129,701



2.2.3 Cash and cash equivalents

€000 31/12/2024 31/12/2023 Change

Cash at bank 62,608 64,654 (2,046)
Cash equivalents 126,888 102,444 24,444
Total 189,496 167,098 22,398

Financial assets held for trading (marketable securities) are assets valued at fair value through profit or loss.
The book value of €126,888,000 equals the market value at 31 December 2024. The book value is equal to
the fair value.


2.3 Shareholders’ equity

The parent company’s share capital consists of 1,131,480 shares with a par value of 4 euros each, totalling
€4,525,920, and did not change during the period. A double voting right is granted to each fully paid-up
share which has been registered for at least two years in the name of the same shareholder.
The Group has not implemented any specific capital management policy.

ETABLISSEMENTS CHARLES NUSSE holds 80.46% of the share capital.

2.4 Deferred taxes

The principal sources of deferred taxes are trademarks, regulated provisions, public subsidies, internal
profits on inventories and provisions.

Change in deferred taxes

€000 31/12/2024 31/12/2023 Change

Deferred tax assets 963 760 203
Deferred tax liabilities 24,279 24,174 105
Net deferred tax 23,316 23,414 (98)

Breakdown of tax charge

€000 2024 2023

Current tax (11,881) (17,695)
Deferred taxes 81 3,959
Tax income/(charge) (11,800) (13,736)




58
Tax proof

€000 2024 2023

Consolidated net income after tax 31,456 43,116
Goodwill impairment, net of badwill gain 2,000 11,996
Income taxes 11,881 17,695
Deferred taxes (81) (3,959)
Consolidated tax base 45,256 68,848
Statutory tax rate applicable to parent company 25% 25%
Theoretical tax charge 11,314 17,212
Tax base differences at subsidiaries’ effective rate 237 (7,049)
Tax base differences at subsidiaries’ deferred tax rate (347) 292
Unrecognised tax assets on foreign companies 573 399
Tax rate differences 243 319
Impact of special tax provisions (80) 2,714
Other effects (140) (151)
Actual tax charge 11,800 13,736


Income taxes 11,881 17,695
Deferred taxes (81) (3,959)
Reported tax charge 11,800 13,736



2.5 Provisions


Provisions Other Provisions
€000 b/fwd
Additions Reversals
changes c/fwd


Post-employment benefits 19,419 1,709 (1,569) (242) 19,317

Non-current provisions 19,419 1,709 (1,569) (242) 19,317
Provisions for contingent
4,098 1,502 (2,655) 22 2,967
liabilities
Other provisions for charges 2,128 2,274 (2,050) 26 2,378

Current provisions 6,226 3,776 (4,705) 48 5,345


Provisions for post-employment benefits are provisions for pensions and similar obligations. The other
changes correspond to actuarial adjustments recorded under comprehensive income.

Post-employment benefits mainly consist of retirement indemnities.
They are calculated at each closing date according to the following main parameters:
 probability of retirement, staff turnover and mortality;
 projected salary increases;



59
 discounting the resulting liability at 3.15%.
The amounts paid to insurance organisations are deducted from provisions.


Change in the provision for post-employment benefits

€000 2024 2023

Liability b/fwd 19,419 20,269

Cost of services rendered 1,964 1,281
Financial expense 1,150 622
Changes for the period (2,892) (2,119)
 o/w new recruits 38 44
 o/w departures during the period (2,930) (2,163)
Liability excluding actuarial gains and losses 19,641 20,053
Actuarial gains and losses under comprehensive
(324) (634)
income
Liability c/fwd 19,317 19,419


The recorded liability includes €15,631,000 of obligations under the plan applicable to French companies
and €3,686,000 under plans applicable to foreign companies.


2.6 Loans, borrowings and lease liabilities

Statement of liquidity risk

€000 < 1 year 1-5 years > 5 years Total

Loans from financial institutions 27,641 60,657 15,146 103,444
Lease liabilities 13,215 24,251 4,141 41,607
Other borrowings 4 4
Bank loans and overdrafts 11,097 11,097
Subtotal 51,957 84,908 19,287 156,152
Shareholder loan accounts (credit balance) 2,021 51,000 53,021
Accrued interest 174 174
Total 54,152 84,908 70,287 209,347

Estimated interest to maturity 5,989

Medium and long-term financing excluding IFRS 16 lease liabilities consists of loans negotiated at fixed
rates.
The fair value of borrowings is equal to the book value.




60
Change in borrowings

Non-cash items

€000 31/12/2023 Cash flows Changes in Foreign 31/12/2024
consolidation New leases exchange
scope losses
Bank loans and overdrafts 11,933 (836) - - - 11,097
Loans from financial institutions 104,803 (1,473) 131 - (17) 103,444
Lease liabilities 52,690 (15,751) - 4,764 (96) 41,607
Total bank borrowings 169,426 (18,060) 131 4,764 (113) 156,148
Shareholder loans 39,021 14,000 - - - 53,021
Other payables 69 (65) - - - 4
Total other borrowings 39,090 13,935 - - - 53,025
Accrued interest 183 (9) - - - 174
Total borrowings 208,699 (4,134) 131 4,764 (113) 209,347



2.7 Issuance & financial instruments programmes

Commercial paper

Short-term needs are financed by commercial paper issued by Exacompta Clairefontaine. A fixed rate
determined at the moment of issue is paid on the commercial paper, which has a maximum term of 365
days.
At the balance sheet date, the amount issued by the Group was €10 million out of an authorised limit of
€125 million.


Lines of credit

Lines of credit are in place with several banks for a total amount of €145 million, with maturities not
exceeding five years. Lines of credit are indexed to Euribor and the average commitment fee charged is
0.23%. Drawdowns are charged on the basis of the amount and the maturity date of each line of credit.
The term of drawdowns ranges from 10 days to twelve months. As at 31 December 2024, none of these
lines of credit had been used. The related covenants are respected.

Financial instruments

The Group may use options contracts to hedge forecast transactions, in particular for purchases of raw
materials in US dollars which constitute its main exposure to currency risk. The Group implemented no
currency hedging arrangements during the year ended. Other transactions performed to hedge exchange
rate risks are non-material.


2.8 Financial income and expenses

€000 2024 2023
Income from other receivables and marketable
3,249 1,866
securities
Other financial income 686 389
Reversal of provisions and write-downs - -




61
Foreign exchange losses 3,151 2,517

Total financial income 7,086 4,772
Increase in provisions and write-downs 342 42
Interest and financial expenses 4,362 3,619
Foreign exchange losses 2,372 4,295
Other financial expenses 15 31

Total financial expenses 7,091 7,987



2.9 Other current liabilities

€000 31/12/2024 31/12/2023

Advances and down payments received 641 444
Taxes and social security contributions payable 45,196 47,963
Fixed asset payables 4,918 8,520
Other liabilities 20,261 20,387
Deferred income 2,389 2,323
Total 73,405 79,637



2.10 Group headcount

Average headcount 2024 2023

Management 539 538
Employees 1,132 1,142
Labourers and other salaried workers 1,691 1,795
Total 3,362 3,475

Expenses recorded for defined
49,034 47,605
contribution schemes (€000)



2.11 Off-balance sheet commitments

Greenhouse gas emission allowances

The principles applied by the Group are set forth in Note 15 of the presentation of the consolidated financial
statements. The allowances allocated for 2024 amounted to 57,767 tonnes, while CO2 emissions totalled
74,230 tonnes.
The number of allowances due for phase 4 of the EU Emissions Trading Scheme for the 2021-2025 period
is 57,767 tonnes.

Sureties and guarantees

Exacompta Clairefontaine jointly and severally guarantees payment to Exeltium of all liabilities in respect
of purchases of blocks of electricity contracted by Papeteries de Clairefontaine.


62
Financial guarantees given amounted to €38,803,000, while guarantees received totalled €1,729,000.


2.12 Related parties

Transactions carried out by the Group with Etablissements Charles Nusse.

31/12/2024 31/12/2023
€000
(12 months) (12 months)
Balance sheet
Current account balances:
Financial liabilities 51,000 37,000
Financial liabilities (short-term) 2,000 2,000
Income statement
Financial expenses 1,619 1,204
Fees 1,836 1,735
Leases excluding expenses 9,045 8,508


Group companies benefit from the leadership provided by Ets Charles Nusse and pay a fee equal to 0.6%
of the added value for the previous year.
Manufacturing, logistics and office facilities are leased to certain Group companies on arm’s length terms.
These leases have been adjusted following the application of IFRS 16.

Remuneration of the corporate officers

Total remuneration received by corporate officers in 2024 amounted to €1,828,000 compared to €1,797,000
in 2023. The directors of Exacompta Clairefontaine received directors’ fees totalling €100,000.


2.13 Statutory auditors’ fees

ANC Regulation 2016-09 of 2 December 2016 on disclosures in the notes to consolidated financial
statements prepared in accordance with international standards.

€000 2024 2023

BATT AUDIT 306 296
ADVOLIS 232 169
SEREC AUDIT 81 139
PWC 70 68
KBHT 70 44
LUFIDA 39 41
RCGT - 61
Other auditors 137 170
Total - certification of financial statements 935 988
PWC 21 23
Total - other services 21 23




63
Other auditors mainly include statutory auditors of foreign subsidiaries, comprising 9 firms for 10
subsidiaries in 2024.
The other services are delivered to the foreign subsidiaries of the Eurowrap group.


3. Segment information
As in the financial statements, segment information is presented for the prevailing consolidation scope at
each balance sheet date.

Correspondence with the consolidated financial position:
- “Other assets allocated” includes inventories and advances;
- “Unallocated assets” consists of tax receivable and deferred tax assets.



 Segment information by business – 31/12/2024 (12 months)

Inter-segment
€000 Paper Processing Total
transactions

Segment income statement
Revenue 357,118 601,223 (127,067) 831,274
Depreciation/amortisation (net of
15,191 37,327 52,518
reversals)
Write-downs and provisions 484 (235) 249
Operating income/(loss) (excl. goodwill
29,885 11,352 4,024 45,261
impairment)
Impairment of goodwill and badwill (2,000) (2,000)

Segment assets
Net PP&E and intangible assets 129,586 187,588 317,174
o/w capex 21,930 23,366 45,296
Goodwill 34,703 34,703
Trade receivables 45,593 88,146 (23,012) 108,727
Other receivables 6,737 14,989 (752) 20,974
Balance sheet total 50,330 103,135 (23,764) 129,701
Other assets allocated 102,626 171,224 (2,190) 271,660
Unallocated assets 3,615
Total assets 282,542 496,650 (25,954) 756,853

Segment liabilities
Current provisions 1,419 3,926 5,345
Trade payables 36,634 68,146 (23,015) 81,765
Other payables 30,317 43,836 (748) 73,405
Unallocated liabilities 1,950
Total liabilities 68,370 115,908 (23,763) 162,465




64
 Segment information by geographic area – 31/12/2024 (12 months)

€000 France Europe Outside Europe Total



Revenue 424,092 377,564 29,618 831,274


Net PP&E and intangible assets 269,682 36,336 11,156 317,174
o/w capex 39,501 4,480 1,315 45,296
Goodwill 17,558 17,145 34,703
Trade receivables 78,864 28,925 938 108,727
Other receivables 16,649 2,444 1,881 20,974
Balance sheet total 95,513 31,369 2,819 129,701
Other assets allocated 235,066 27,447 9,147 271,660
Unallocated assets 3,615
Total assets 617,819 112,297 23,122 756,853


 Segment information by business – 31/12/2023 (12 months)

Inter-segment
€000 Paper Processing Total
transactions

Segment income statement
Revenue 368,579 613,229 (138,559) 843,249
Depreciation/amortisation (net of
14,234 35,924 50,158
reversals)
Write-downs and provisions 3,519 1,391 4,910
Operating income/(loss) (excl. goodwill
46,205 26,292 (434) 72,063
impairment)
Impairment of goodwill and badwill (11,996) (11,996)

Segment assets
Net PP&E and intangible assets 122,596 198,706 321,302
o/w capex 23,689 31,479 55,168
Goodwill 34,223 34,223
Trade receivables 43,428 90,285 (22,770) 110,943
Other receivables 6,729 15,628 (790) 21,567
Balance sheet total 50,157 105,913 (23,560) 132,510
Other assets allocated 92,604 188,464 (6,205) 274,863
Unallocated assets 871
Total assets 265,357 527,306 (29,765) 763,769

Segment liabilities
Current provisions 3,231 2,995 6,226
Trade payables 33,737 68,934 (22,770) 79,901
Other payables 33,227 47,201 (791) 79,637
Unallocated liabilities 5,561
Total liabilities 70,195 119,130 (23,561) 171,325




65
 Segment information by geographic area – 31/12/2023 (12 months)

€000 France Europe Outside Europe Total



Revenue 438,130 374,674 30,445 843,249


Net PP&E and intangible assets 271,071 39,525 10,706 321,302
o/w capex 46,966 2,863 5,339 55,168
Goodwill 17,079 17,144 34,223
Trade receivables 82,972 26,593 1,378 110,943
Other receivables 16,409 3,140 2,018 21,567
Balance sheet total 99,381 29,733 3,396 132,510
Other assets allocated 235,948 29,653 9,262 274,863
Unallocated assets 871
Total assets 623,479 116,055 23,364 763,769


4. Consolidated entities

All companies are fully consolidated and wholly owned.

Name Address

EXACOMPTA CLAIREFONTAINE 88480 ETIVAL CLAIREFONTAINE

A.F.A. 132 Quai de Jemmapes - 75010 PARIS

CARTOREL 384 Rue des Chênes Verts - 79410 ECHIRE

CFR Ile Napoléon RD 52 - 68490 OTTMARSHEIM

PAPETERIES DE CLAIREFONTAINE 19 Rue de l’Abbaye - 88480 ETIVAL CLAIREFONTAINE

CLAIREFONTAINE RHODIA RD 52 - 68490 OTTMARSHEIM

CLAIRCELL ZI – Rue de Chartres - 28160 BROU

COGIR 10 Rue Beauregard - 37110 CHATEAU-RENAULT

REGISTRES LE DAUPHIN 27 Rue George Sand - 38500 VOIRON

MADLY 6 Rue Henri Becquerel - 69740 GENAS

EVERBAL 2 Route d’Avaux - 02190 EVERGNICOURT

EXACOMPTA 138-140 Quai de Jemmapes - 75010 PARIS

LAVIGNE 6 Rue Dewoitine - 78140 VELISY-VILLACOUBLAY

PAPETERIE DE MANDEURE 14 Rue de la Papeterie - 25350 MANDEURE

MANUCLASS ZI d’Etriché - 49500 SEGRE-EN-ANJOU-BLEU

CLAIRCELL INGENIERIE ZI – Rue de Chartres - 28160 BROU

EDITIONS QUO VADIS 14 Rue du Nouveau Bêle - 44470 CARQUEFOU

RAYNARD 6 Rue de la Peltière - 35130 LA GUERCHE DE BRETAGNE

RAINEX Lieudit Saint-Mathieu – ZI - 78550 HOUDAN

ROLFAX ZI Route de Montdidier - 60120 BRETEUIL




66
PAPETERIES SILL Rue du Moulin - 62570 WIZERNES

PAPETERIE DU COUTAL ZI du Coutal - 24120 TERRASSON-LAVILLEDIEU

PHOTOWEB 1 Rue des Platanes - 38120 SAINT-EGREVE

INVADERS CORP 144 Quai de Jemmapes - 75010 PARIS

FIZZER 1 Rue des Platanes - 38120 SAINT-EGREVE

FLOCK ONE Parc d’activité de la Vigogne - 62600 BERCK

PAPIER TIGRE 5 Rue des Filles du Calvaire - 75003 PARIS

DIGITAL VALLEY PORTUGAL Rua Saraiva de Carvalho 1, n°1C - 1250-240 LISBOA

BRAUSE PRODUKTION (Germany) 51149 KÖLN

EXACLAIR GmbH (Germany) 51149 KÖLN

RODECO (Germany) 51149 KÖLN

PUBLIDAY MULTIDIA (Morocco) Parc industriel de Bouskoura, lot n°4 - 20180 BOUSKOURA

ERNST STADELMANN (Austria) Bahnhofstrasse 8 - 4070 EFERDING

EXACLAIR (Spain) 08110 MONTCADA I REIXAC

EXACLAIR (Belgium) Boulevard Paepsem, 18D - 1070 ANDERLECHT

EXACLAIR Inc. (USA) 143 West 29th Street - NEW YORK

EXACLAIR DC Inc. (USA) 120 Elmview Avenue - HAMBURG, NY 14075-3770

EXACLAIR Ltd (UK) Oldmedow Road - KING’S LYNN, Norfolk PE30 4LW

QUO VADIS International Ltd (Canada) 240 Rue Amand-Majeau – Saint-Roch-de-l’Achigan - QUEBEC J0K 3H0

EXACLAIR Italia Srl (Italy) Via Soperga 36 - 20127 MILANO

QUO VADIS Japon Co Ltd (Japan) Sangenjaya Combox 4F 1–32–3 Kamjuma Setagaya-Ku, TOKYO

SCHUT PAPIER (Netherlands) Kabeljauw 2 - 6866 HEELSUM

BIELLA SCHWEIZ (Switzerland) Erlenstrasse 44 - 2555 BRÜGG

FALKEN (Germany) Am Bahnhof 5 - 03185 PEITZ

DELMET PROD (Romania) Industriei 3 - 070000 BUFTEA

EUROWRAP A/S (Denmark) Odinsvej 30 - 4100 RINGSTED

EUROWRAP Ltd (UK) Unit 2 Pikelaw Place, West Pimbo Industrial Estate - SKELMERSDALE WN8 9PP

TCPF (Belgium) 3 Rue du Dossey - 4020 WANDRE

I’D (Belgium) 3 Rue du Dossey - 4020 WANDRE




67
Exacompta Clairefontaine S.A.

Statutory auditors’ report
on the consolidated financial statements


 



Resolutions submitted to the Ordinary Shareholders’
Meeting




68
ADVOLIS BATT AUDIT
Statutory Auditor Statutory Auditor
Member of the Paris Institute of Statutory Auditors Member of the Nancy Institute of Statutory Auditors
38 Avenue de l’Opéra 58 Boulevard d’Austrasie
75002 PARIS 54000 NANCY


REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS


Year ended 31 December 2024


To the Shareholders’ Meeting of EXACOMPTA CLAIREFONTAINE,


Opinion

In accordance with the assignment entrusted to us by your Shareholders’ Meeting, we have audited the
consolidated financial statements of EXACOMPTA CLAIREFONTAINE for the year ended 31
December 2024, which are appended to this report.

We hereby certify that the consolidated financial statements are, with regard to the IFRS adopted within
the European Union, in order and accurate and fairly present the results of operations for the year ended
as well as the financial position and the assets and liabilities, at the year-end, of the persons and entities
included in the consolidation.


Basis of the opinion

Audit standards

We performed our audit in accordance with the professional standards applicable in France. We believe
that the evidence we have gathered provides a reasonable basis for our opinion.

Our responsibilities pursuant to these standards are set forth in the section of this report entitled
“Responsibilities of the statutory auditors relating to the audit of the consolidated financial statements”.

Independence

We have performed our audit in compliance with the rules of independence provided for in the French
Commercial Code and the French Code of Ethics for statutory auditors for the period running from 1
January 2024 to the date of issue of our report.


Bases of assessments

Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code on the
justification of our assessments, we draw your attention to the following assessments which, in our
professional judgement, have been the most significant for the audit of the consolidated company
financial statements.




Valuation of the recoverable value of goodwill and other intangible assets



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As at 31 December 2024, the consolidated financial statements include goodwill and other intangible
assets with a net book value of €34,703,000 and €20,882,000 respectively (€34,223,000 and
€21,114,000 at 31 December 2023). Notes 8. “Goodwill”,
11. “Intangible assets” and 12. “Impairment of property, plant and equipment and intangible assets
(excluding goodwill and trademarks)” to the consolidated financial statements set out the accounting
rules and methods for the measurement of goodwill and other intangible assets. The Group performs a
goodwill impairment test at least once a year, whether or not there is an indication of impairment loss.
We made certain that the assumptions used, considering the condition of the assets concerned, are
reasonable and that appropriate information is disclosed in the notes to the consolidated financial
statements.

These assessments formed part of our audit of the consolidated financial statements, taken as a whole,
and contributed to the formation of our opinion expressed above. We do not express an opinion on
individual items of these consolidated financial statements.


Specific verifications

In accordance with the professional standards applicable in France, we also performed the specific
verifications required by statutory and regulatory provisions relating to information on the Group
contained in the Board of Directors’ management report.

We have no comments to make about the accuracy and conformity thereof with the consolidated
financial statements.

We hereby confirm that the consolidated statement of non-financial performance provided for by Article
L.225-102-1 of the French Commercial Code is included in the Group information provided in the
management report, on the understanding that, in accordance with the provisions of Article L.823-10 of
the said Code, we have not verified the accuracy of the information contained in this statement, nor its
consistency with the consolidated financial statements, which are covered by a report drawn by an
independent third party.

Responsibilities of senior management and of those charged with corporate governance relating
to the consolidated financial statements

It is management’s responsibility to prepare consolidated financial statements representing a true and
fair view in accordance with IFRS (International Financial Reporting Standards), as adopted within the
European Union, and to establish the internal control that it deems necessary for the preparation of
consolidated financial statements free of material misstatements, whether due to fraud or error.

During the preparation of the consolidated financial statements, it is the responsibility of management
to assess the company’s ability to continue as a going concern, to present in these financial statements,
if applicable, the necessary information on the going concern basis and to apply the standard accounting
policy for a going concern, unless it is planned to wind up the company or discontinue operations.

The consolidated financial statements have been approved by the Board of Directors.

Responsibilities of the statutory auditors relating to the audit of the consolidated financial
statements

It is our responsibility to prepare a report on the consolidated financial statements. Our objective is to
obtain reasonable assurance that the consolidated financial statements, taken as a whole, are free of
material misstatements. Reasonable assurance is a high level of assurance, without however
guaranteeing that an audit performed in accordance with the professional standards applicable would


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systematically detect all material misstatements. Misstatements may be due to fraud or errors and are
considered as material when it is reasonable to expect that they can, taken separately or together,
influence the economic decisions that users of the financial statements take based on them.

As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the
certification of the financial statements does not consist in guaranteeing the viability or quality of your
company’s management.

As part of an audit performed in accordance with auditing standards applicable in France, the statutory
auditor exercises their professional judgement throughout the audit. Furthermore, the auditor:

- identifies and evaluates the risk of the consolidated financial statements containing material
misstatements, whether due to fraud or error, develops and implements audit procedures in response
to these risks, and gathers sufficient and appropriate evidence for the auditor’s opinion. The risk of
non-detection of a material misstatement due to a fraud is more serious than that of a material
misstatement due to an error, since fraud may involve collusion, forgery, wilful omissions,
misrepresentations or the circumvention of internal control;

- obtains an understanding of the aspects of internal control that are relevant to the audit in order to
develop appropriate audit procedures, and not to express an opinion as to the effectiveness of the
internal control system;

- assesses the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by management, as well as the disclosures on these provided in the
consolidated financial statements;

- assesses the appropriateness of the management’s use of the going concern principle in accounting
and, according to the evidence obtained, the existence or otherwise of material uncertainty
connected with events or situations likely to cast significant doubt on the capacity of the company
to continue its operations. This assessment is based on the evidence gathered up to the date of the
auditor’s report, it being noted however that subsequent circumstances or events could compromise
the going concern basis. If the auditor concludes that there is a significant uncertainty, the auditor
draws the reader’s attention within the audit report to the disclosures provided in the consolidated
financial statements regarding this uncertainty or, if such disclosures are not provided or are not
relevant, issues a qualified opinion or refuses to issue an opinion;

- assesses the overall presentation of the consolidated financial statements and assesses whether the
consolidated financial statements reflect the underlying transactions and events in such a way as to
give a true and fair view;

- regarding financial information on persons and entities included in the consolidation, the auditor
gathers evidence that the auditor deems sufficient and appropriate to express the auditor’s opinion
on the consolidated financial statements. The auditor is responsible for the management, supervision
and conduct of the audit of the consolidated financial statements and for the opinion expressed on
these financial statements.


Paris and Nancy, 28 April 2025
Statutory Auditors

ADVOLIS BATT AUDIT



Hugues de Noray Nicolas Aubrun Isabelle Sagot


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RESOLUTIONS SUBMITTED
TO THE ORDINARY SHAREHOLDERS’ MEETING OF 27 MAY 2025


FIRST RESOLUTION

That, following a reading by the Board of Directors and the statutory auditors of their respective reports,
the Meeting approve these reports in their entirety, as well as the operations described therein, and
approve the parent company financial statements for the year ended 31 December 2024.

SECOND RESOLUTION

That, following a reading by the Board of Directors and the statutory auditors of their respective reports,
the Meeting approve these reports in their entirety, as well as the operations described therein, and
approve the consolidated financial statements for the year ended 31 December 2024.

THIRD RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to distribute
and appropriate earnings for the year as follows:

Net income for 2024 ................................................................ €855,979.54
Withdrawal from other reserves .............................................. €7,630,120.46
Total €8,486,100.00

Allocated as follows:
First dividend .......................................................................... €226,296.00
Second dividend ..................................................................... €8,259,804.00
Total dividends €8,486,100.00


As the share capital is divided into 1,131,480 shares, each share would receive a total dividend of €7.50.

The following table shows the dividends paid for the last three years:

Year Dividend Number of shares
2021 3.68 1,131,480
2022 4.40 1,131,480
2023 6.70 1,131,480


FOURTH RESOLUTION

That, following a reading of the statutory auditors’ special report, the Shareholders’ Meeting formally
note the absence in 2024 of any operations related to Article L. 225-38 of the French Commercial Code.




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FIFTH RESOLUTION

That the Shareholders’ Meeting called to approve the recommendation of the Board of Directors set the
amount of directors’ fees for the current fiscal year and subsequent fiscal years at €115,000.

SIXTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint
Ms Lorraine Nusse, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting
called to approve the financial statements for fiscal year 2030.

SEVENTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint
Mr Amaury de Monicault, residing in Paris 15th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting
called to approve the financial statements for fiscal year 2030.

EIGHTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint
Mr Pierre Bordeaux Montrieux, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting
called to approve the financial statements for fiscal year 2030.

NINTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting resolve to appoint
Mr Julien Nusse, residing in Paris 7th district, as a director of the company.
This appointment, which is valid for six years, will terminate at the close of the Shareholders’ Meeting
called to approve the financial statements for fiscal year 2030.

TENTH RESOLUTION

That, at the recommendation of the Board of Directors, the Shareholders’ Meeting appoint the statutory
auditors as verifiers of the compliance of sustainability reporting with the requirements of Directive
2013/34/EU, namely:
- BATT AUDIT, 58 Boulevard d’Austrasie – 54000 Nancy, France
- ADVOLIS, 38 Avenue de l’Opéra – 75002 Paris, France
This appointment coincides with the aforementioned firms’ appointments as statutory auditors and will
therefore terminate at the end of the Shareholders’ Meeting called to approve the financial statements
for the year 2025.




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