Jacquet Metals : 2023 Universal Registration Document

2023

Universal Registration Document

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available at jacquetmetals.com

A major player in the distribution of special metals

Table of contents

A message from the Chairman	04
A major player in the distribution of special metals	05
1 Overview of the Group	06
1	History of the Group	07
2	Information on the Group's business *	09
3	Other information *	15
4	Organizational chart *	18
2 Corporate governance *	19
1	Corporate governance principles and framework	20
2	Administrative and management bodies	20
3	Compensation paid to corporate officers	34
4	Additional information on corporate governance	44
3 Risk management *	51
1	Risk assessment	52
2	Main risk factors	52
3	Insurance and risk coverage	63
4	Internal control and risk management	63
4 Corporate Social Responsibility ("CSR") *			69
nfs
1	CSR approach			70
2	Environmental responsibility	74
3	Societal responsibility	78
4	Ethics and compliance	81
5	Application of the European Taxonomy to Group activities	82
6	Independent third party's report on consolidated non-financial statement	87
5 2023 Results - Group *	91
1	Group's activity report	92
2	Consolidated financial statements	102
3	Statutory auditors' report on the consolidated financial statements	145
6 2023 Results - JACQUET METALS SA *	151
1	JACQUET METALS SA activity report	152
2	JACQUET METALS SA financial statements	156
3	Statutory auditors' report on the financial statements	171
7 Shareholders and Company information	176
1	Information about the Company and main information about the bylaws *	177
2	Information on capital *	180
3	Operations on securities *	182
4	Stock market information and dividends *	186
5	Financial communication schedule	187
6	Person responsible for financial reporting and investor relations	187
8 Other information	188
1	Statement by the person responsible for the Universal Registration Document	189
2	including the annual financial report *	190
Publicly accessible documents
3	Descriptive information - ESEF	190
Appendices	191
1	Universal Registration Document cross-reference table	192
2	Annual financial report cross-reference table	194
3	Management report cross-reference table	194

Detailed section contents can be found at the beginning of each section.

* This information forms an integral part of the annual financial report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.

A message from the Chairman

The good 2023 performance highlights JACQUET METALS' ability to adapt to changes in the economic environment.

In an environment characterized by low demand and a decline in prices, corresponding to a slowdown in industrial activities in all our markets, notably in Germany, the Group posted full-year sales of €2.2 billion, EBITDA of €134 million and operating cash flow of €210 million.

We pursued our development strategy based on geographic expansion and the complementary of our special metals.

The Group invested €102 million, mainly dedicated to increasing existing distribution center capacities and pursuing external growth operations.

As a result, the JACQUET division consolidated its network in North America and Germany, STAPPERT set up operations in Italy and IMS group strengthened its positions in Central and Eastern Europe.

Together, these operations generated full-year sales of around €150 million in 2023.

In 2024, amid a highly uncertain environment, JACQUET METALS will focus on managing its working capital and costs while continuing to implement its capital expenditure and development policy backed by its strong financial position.

2024 will also be dedicated to improving the Group's positionning on societal and environmental areas. In this respect, I will shortly be proposing the creation of a CSR Committee within the Board of Directors. The challenges are important and this will also be an opportunity for JACQUET METALS to further strengthen its image among employees, customers and suppliers.

Éric Jacquet

Chairman & Chief Executive Officer

4

A major player in the distribution of special metals

North America 7% Other 2%

Other Europe 23%

Spain 7%

Sales

€2.2bn

EBITDA

€134m

Operating cash flow

€210m

CAPEX

and external growth

€102m

Shareholders' equity

€681m

Gearing

31%

Germany 37%

France 10%

The Netherlands 7% Italy 7%

3,339

employees

27

countries

Europe. Asia and North America

123

distribution centers

75%

of metals supplied

by the Group come from

the recycling industry

Carbon footprint

Upstream activities 97.8%

Group Activities 1.2%

Downstream activities 1%

percentage of total

greenhouse gas emissions

5

1 Overview of the Group

1	History of the Group	7
2	Information on the Group's business *	9
3	Other information *	15
	3.1	IT systems	15
	3.2	Digital transformation	15
	3.3	Developments	16
	3.4	Capital expenditure policy	16
	3.5	Infrastructure	17
4	Organizational chart *	18

* This information forms an integral part of the annual financial report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.

1

History of the Group

1962 - 2010

JACQUET METALS

1962

Foundation of Établissements JACQUET, a company specializing in custom metal cutting, by Michel Jacquet in Lyon.

1994

Éric Jacquet becomes the majority shareholder.

Éric Jacquet founds

JACQUET INDUSTRIES, which controls 100% of the Group.

1997

JACQUET INDUSTRIES is listed on the Paris Stock Exchange.

1991 - 2006

The Group expands into Europe (The Netherlands, Poland, UK, Italy and Finland)

2006

JACQUET INDUSTRIES becomes JACQUET METALS.

2006 - 2010

JACQUET establishes its first operations in Asia (Shanghai, China) and the USA (Philadelphia, Houston, Chicago and Los Angeles).

2008 -2009

Éric Jacquet and JACQUET METALS acquire a 33.19% stake in IMS.

IMS

1977

Foundation of

"International Metal Service", which includes the Creusot-Loire steel manufacturer's " commercial companies".

1983

Usinor acquires full control of IMS.

1987

IMS is listed on the Paris Stock Exchange.

1996 - 2002

IMS group expands into Europe (Poland, Italy, Spain, France).

2004

Arcelor sells its interest

and the Chequers Capital Fund acquires control of IMS.

2005

Acquisitions in Central Europe (Hungary, Czech Republic and Slovakia).

2006

Acquisition of Hoselmann (Germany); Chequers Capital sells its interest: market placement of the IMS shares.

2007

Acquisition of the Cotubelgroup.

2008

Sale of the Astralloy subsidiary in the USA.

2010

JACQUET METALS launches a public exchange offer (PEO) for IMS (including the IMS group, Stappert and Abraservice businesses).

Merger by absorption between JACQUET METALS and IMS. IMS becomes Jacquet Metal Service.

1 Overview of the Group

7

2011 - 2024

JACQUET METALS

2011 - 2012

Disposal of IMS France's aluminum and non-ferrous metals businesses

and of Euralliage (France), Produr (France), Venturi (Italy) and Breccia Acciai (Italy).

2013 - 2014

Acquisition of Finkenholl (Germany) by the IMS group division.

Acquisition of Rolark (Canada) by the JACQUET division.

2015 - 2017

Acquisition and integration of Schmolz+Bickenbach Distribution

(Germany, The Netherlands, Belgium and Austria) by the IMS group division.

2018

Sale of IMS TecPro (Germany) and Calibracier (France).

2019

Sale of the Abraservice group specializing in the distribution of wear-resistant steels

(located in 11 countries with 10 distribution centers).

2020

Jacquet Metal Service becomes JACQUET METALS.

2022

Acquisition of Fidelity PAC Metals (Canada) by the JACQUET division.

2023

Acquisition of DELTA ACCIAI (Italy) by the STAPPERT division.

Acquisition of COMETAL Metallhalbzeuge (Germany) by the IMS group division.

Acquisition of 11 distribution centers (Czech Republic, Poland, Slovakia,

Hungary, Lithuania, Estonia and Latvia) by the IMS group division.

Acquisition of SISO (France) by the IMS group division.

2024

Acquisition of Commerciale Fond (Italy) by the IMS group division.

1 Overview of the Group

8

2 Information on the Group's business

The market and competitive positioning

The business

In 2023, the global steel market amounted to around

1.85 billion tons, of which specialty steels accounted for around 8%.

JACQUET METALS is a major player in the distribution of special metals.

Unlike most of the competitors in the Group's markets, which have a significant regional or national presence, the Group's divisions operate on a European scale (and even a global scale for the JACQUET division).

Sources regarding the Group's competitive positioning stem from in-house knowledge of the individual markets of the 80 operating subsidiaries located across 27 countries and of the Group's position as largest buyer among a considerable number of suppliers.

As the special metals market covers a large number of product niches, geopolitical situations and types of distribution role, there is no quantified exhaustive information of an official nature available.

Specialty steels have chemical and mechanical properties suited to environments such as corrosion and changes in temperature and pressure and engineering specifications. Delivery times are longer than for general usage steels and generally range from 2 to 12 months.

The Group's main business activity consists in purchasing specialty steels in large quantities from producers, storing them and serving a very broad industrial customer base (60,000 active customers in 60 countries) within very short deadlines (below 1 week).

JACQUET METALS provides the following value-added between the producer and the end-customer:

• a wide range of products stored and delivered within short timeframes (order books rarely exceed a few weeks);
• security of supply and product traceability;
• managing requirements on a just-in-time basis
  (customized inventory, defined supply strategies);
• competitive sale prices;
• managing price fluctuations on the customer's behalf;
• cutting and finishing services.

In addition to selling its standard product range, the Group also offers a range of customized initial processing operations designed to meet end-user specifications. These services, which are performed at the Group's distribution centers, vary according to the products sold but usually involve light cutting, straight- ening and bending, folding or drilling operations. They provide a major commercial advantage, which enables the Group to increase customer loyalty by positioning itself as a single contact point, thereby avoiding the use of a sub-contractor.

The Group buys large quantities of steel from specialty steel producers: 20 suppliers account for around 50% of Group purchases with lead times ranging from 2 to 12 months, and sells them to a fragmented customer base: 60,000 active customers, average invoice less than €3,000.

1 Overview of the Group

9

Business model

The Group's business model is also explained in §1.4 of the 4-CorporateSocial Responsibility.

Suppliers	→	JACQUET METALS	→	Customers
- 20 suppliers:		- Purchase prices		- 60,000 customers
50% of purchases		- Storage of special metals		- Average invoice: < €3,000
- Delivery time:		- Managing price fluctuations		- Delivery time: ± 1 week
2 to 12 months		- Finishing services

Purchases

Purchasing terms and conditions are negotiated between the main specialty steel producers' management teams and the JACQUET METALS SA managers, working together with the division managers.

By aggregating the volumes for each division, JACQUET METALS provides producers with greater visibility on their business volumes and on the organization of their production schedule. The Group benefits from optimal purchasing terms and conditions in return. The " framework terms and conditions " obtained in this way are passed on to the subsidiaries involved, which place their orders with the producers directly.

The Group is not dependent on a specific supplier and only uses sub-contractors on an occasional basis. A given supplier is only in a position to provide a limited number of stock items. In the case of so-called specialty products distributed on niche markets, the number of suppliers is also limited.

For certain niche products, the Group purchases its supplies primarily from producers with which it has a close relationship (VDM for nickel alloys, etc.). The Group also has exclusive agreements for some products and in certain countries.

Customers

Specialty steels are used for specific applications by a wide variety of industries. Larger end-users such as automotive manufacturers are supplied directly by producers.

Conversely, JACQUET METALS's core target market consists of a local network of small businesses operating in a wide variety of industrial sectors.

The Group supplies over 60,000 active customers operating in around 100 countries, while its commercial relationships are based on a large quantity of small orders (less than €3,000 on average). Accordingly, the Group is not dependent on any specific customer. Customers place their orders directly with the Group companies, with no call for tender process. Every customer order is invoiced once the products have been dispatched. Over 90% of sales are insured by various credit insurance companies.

The commercial relationships are recurring and involve a large quantity of small orders, which account for most of the Group's sales. The order book represents around one month's sales.

1 Overview of the Group

10