XBP Europe Holdings Inc 2024年度报告

2024 ANNUALREPORT xbpeurope.com PROXY STATEMENT& MEETING NOTICE PROXY STATEMENTDATED JULY 15, 2025 XBP EUROPE HOLDINGS, INC. To the Stockholders of XBP Europe Holdings, Inc.: You are cordially invited to attend the 2025 Annual Meeting of XBP Europe Holdings, Inc., a Delawarecorporation (“XBP” or the “Company”), which will be held on July 25, 2025, at 10:00 a.m., Eastern Time,or at such other time, on such other date and at such other place to which the meeting may be postponed oradjourned (the “Annual Meeting”). The Company will be holding the Annual Meeting via a live webcastat www.virtualshareholdermeeting.com/XBP2025. The accompanying notice of the Annual Meeting and proxy statement describe the business theCompany will conduct at the Annual Meeting and provide information about the Company that you shouldconsider when you vote your shares. As more fully described in the accompanying proxy statement, whichis dated July 15, 2025, and is first being mailed to stockholders on or about July 15, 2025, the Annual Meetingwill be held for the purpose of considering and voting on the following proposals (collectively, the“Proposals”): (1)The Director Election Proposal(Proposal 1)—To consider and vote upon a proposal to elect twodirectors to serve on the board of directors until the 2028 annual meeting of stockholders or untilsuch earlier time as may result from the approval of Proposal 3C and until their respectivesuccessors are duly elected and qualified (the “Director Election Proposal”); (2)The Auditor Ratification Proposal(Proposal 2) — To consider and vote upon a proposal to ratifythe appointment of UHY LLP as the Company’s independent registered public accounting firm forthe year ending December 31, 2025 (the “Auditor Ratification Proposal”);(3)Charter Amendment Proposals— To approve and adopt an amendment and restatement to thesecond amended and restated certificate of incorporation of XBP (the “XBP Charter”), as set outin the draft third amended and restated version of XBP Charter appended to this proxy statementasAnnex A(the “Amended Charter”), for the following amendments (collectively, the “CharterAmendment Proposals”):(A)Name Change— To provide that the name of XBP shall be changed to “XBP GlobalHoldings, Inc.” (Proposal 3A);(B)Increase in Authorized Shares— To increase the number of authorized shares from210,000,000, consisting of 200,000,000 shares of common stock, each with a par value of$0.0001 (“XBP common stock” or “our common stock”), and 10,000,000 shares of preferredstock, each with a par value of $0.0001 (“XBP preferred stock”), to 420,000,000 consisting of400,000,000 shares of XBP common stock, and 20,000,000 shares of XBP preferred stock(Proposal 3B);(C)75% Approval Provisions— To amend certain provisions in the XBP Charter (a) to removethe existing staggered board, (b) to reestablish the right for stockholders to vote by writtenconsent without a meeting except in the case of (i) the election of directors and (ii) the approvalof a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) toamend the existing corporate opportunities waiver to clarify the circumstances where thewaiver will not apply(Proposal 3C); and(D)Amendment and Restatement of the XBP Charter— Conditioned upon the receipt of therequisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the formattached as Annex A hereto, which includes the approval of all other changes in the proposed Amended Charter in connection with replacing the existing XBP Charter with the proposedAmended Charter and making any conforming amendments should any proposal fail to pass(Proposal 3D). (4)The Nasdaq Proposal(Proposal 4) — To consider and vote upon a proposal to approve, forpurposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newlyissued shares of XBP common stock plus any shares of our common stock that may be purchasedby ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount willbe determined as described in more detail in the accompanying proxy statement (the “NasdaqProposal”); (5)The Reverse Stock Split Proposal(Proposal 5) — To adopt an amendment to the XBP Charter toeffect a reverse split of XBP’s outstanding common stock at a ratio in the range of 1-for-3 to 1-for-15, to be determined at the discretion of XBP’s board of directors and publicly announcedduring 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changedinto 1 share of XBP common stock (the “Reverse Stock Split Proposal”); (6)The Stock Plan Amendment Proposal(Proposal 6) — To adopt an amendment to the XBP EuropeHoldings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stockauthorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionallyincrease the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as definedin and described