Become a shareholder

SIDI – "SOLIDARITÉ INTERNATIONALE POUR LE DÉVELOPPEMENT ET L'INVESTISSEMENT" (International Solidarity for Development and Investment), is a French « société en commandite par actions à capital variable » (En., limited partnership by shares with variable capital) formally labelled a "Social Utility Solidarity Enterprise" (ESUS).

The "Social Utility Solidarity Enterprise" or "ESUS" label / authorisation is granted to social and solidarity economy enterprises (SSE) under Article L. 3332-17-1 of the French Labor Code, which falls within the framework of the French 2014 law on social and solidarity economy.

To benefit from this label / authorization, companies must comply with several cumulative requirements:

• Exercise primarily an activity of social utility for purposes rather than profit sharing
• Have a participatory governance
• Majority reinvestment of profits (at least 51%)
• Constitute mandatory non-distributable "ESUS" reserves (at least 20% of the net profits) in addition to legal reserves (at least 5% of the net profits)
• A social utility objective representing 2/3 of the income statement
• In case of liquidation, surplus reallocated to an SSE entity
• Prohibition on amortizing or reducing capital except to ensure business continuity (for commercial law enterprises)
• Framework for employee compensation
• Limited financial profitability

SIDI was created in 1983 by the public utility association called "Comité Catholique Contre la Faim et pour le Développement" (CCFD – Terre Solidaire), initially as a public limited company (société anonyme), then transformed into a limited partnership by shares (société en commandite par actions) in 2011, to ensure continuity of SIDI's social mission while enabling capital increases which are essential to the company's development.

As a limited partnership by shares (société en commandite par actions), SIDI brings together 2 categories of shareholders:

(i) The general partner – SIDIGestion SAS, which does not participate in share capital but has merchant status and is indefinitely liable for SIDI's corporate debts. In return for this commitment, the general partner benefits from two important prerogatives: appointing and removing company managers and being able to oppose decisions made by the shareholders' general meeting;

(ii) Limited shareholders, who have a status similar to shareholders of public limited companies (SA): they make contributions to the company's share capital and their liability for corporate liabilities is limited to these contributions. Limited shareholders of an SCA cannot, however, interfere in the actual management of the company. They exercise their control through General Meetings (approval of annual accounts, etc.) and the company's Supervisory Board, which is the body responsible for permanent control of management carried out by managers, in the same way as the statutory auditor.

SIDI implements an eminently democratic governance, with strong involvement of its individual shareholders being essential. Indeed, individual limited shareholders (natural persons), who represent nearly 40% of share capital, actively participate in corporate life: through General Meetings, their representation within the Supervisory Board and the Consultation and Orientation Committee (body in charge of the company's moral project, involved notably in developing the Strategic Plan and Ethics Charter, and monitoring their implementation), where two representatives of the "Épargne Solidarité et Développement" association sit, which brings together most of SIDI's individual shareholders.

The company's latest multi-year Strategic Plans have also been submitted for approval to the Shareholders' General Meeting.

SIDI deploys its activity in the field of international solidarity: with the objective of contributing to financial inclusion and thus improving the standard of living of populations in developing countries, mainly in Africa and Latin America, SIDI supports different types of structures ("partners") located in these regions:

1. Microfinance institutions (microcredit establishments, financial institutions that offer savings/credit services to poor rural populations, etc.)

2. Agricultural value chain actors (producers' organizations, as well as SMEs with social and environmental aims intervening in the valorisation, transformation and distribution of agricultural products)

3. Innovative actors in the fight against climate change, linked to SIDI's historical core businesses.

This support materializes in two ways:

(i) Financially, through:

a. Taking minority equity stakes in share capital or providing quasi-equity (subordinated debt, convertible bonds, etc.) of these entities,

b. Granting of short-term financing (pre-financing of agricultural campaigns) and medium-term (generally, 36 to 60 months for microfinance institutions),

c. Constituting guarantees generating leverage effect with other lenders when SIDI cannot intervene directly.

(ii) Non-financial support, such as technical assistance, implemented by the SIDI team and third parties, in different areas (governance support, improvement of organization and/or management, strengthening social and environmental performance, etc.).

All of SIDI's activities are carried out outside France/EU.

We invite you to consult the last three annual activity reports following this link.

The funds arising from the payment of the shared subscribed to SIDI's capital are entirely dedicated to deploying its social utility activity: developing its portfolio and non-financial support services for the benefit of local structures in Africa, Middle East, Latin America, in accordance with the Strategic Plan approved by the General Meeting and SIDI SCA's internal policies and procedures.

The average financing provided by SIDI to local organizations is approximately €400,000: €550,000 on average for microfinance institutions and €300,000 for agricultural value chain actors.

Examples of impact:

Subscribing to 2,000 (two thousand) shares (of a value of €152 each) would allow financing an agricultural campaign of coffee, cocoa, etc. of an African or Latin American cooperative, or granting medium-term financial support to a microfinance institution benefiting nearly 80,000 people otherwise excluded from bank financing.

Subscribing to approximately 1,000 (one thousand) shares (of a value of €152 each) would result in SIDI providing equity or quasi-equity capital that would contribute to the empowerment or consolidation of a microfinance institution, increasing its credibility and attractiveness to other financiers/investors.

Subscribing to approximately 28,950 shares (of a value of €152 each), corresponding to SIDI's current capital increase annual ceiling (+€4.4 million), would ensure support for about ten SIDI partners, potentially reaching up to one million final beneficiaries locally.

SIDI is one of the pioneers of international solidarity finance. The microfinance sector has been growing strongly since the 1990s and is becoming increasingly mature and competitive: in-depth work is regularly carried out on impact evaluation (sector benchmarks), networks have been created at national (FAIR ex. Finansol), European (FEBEA), African (MAIN), and Latin American levels.

These developments require SIDI to be increasingly demanding in its practices and to enrich the nature and scope of its reporting, in particular.

On the other hand, inequalities continue to intensify in emerging countries, the harmful effects of global warming are increasingly felt in these areas, confirming the relevance and growing importance of solidarity intervention by actors like SIDI.

SIDI has not carried out any fundraising before September 2023. In accordance with the company's Articles of Association, since its transformation into a variable capital SCA, this capital has been progressively increased following subscriptions made at the initiative and request of shareholders. You are invited to click on the following link to access:

• The graph summarizing the evolution of SIDI SCA's capital since its transformation into a variable capital company
• Reports of the statutory auditor(s) carried out during the last three financial years (including financial statements)
• Strategic Plan July 2023 – December 2026 approved by the Ordinary General Meeting of June 14, 2023
• The 5-year debt schedule table
• Forward-looking elements on activity
• The organizational chart of the group to which SIDI belongs and its position within it
• The curriculum vitae of the company's legal representatives
• The organizational chart of the employee team

A copy of the reports of corporate bodies for the attention of general meetings of the last financial year and the current financial year can be obtained on request at the following address: i.krauch [at] sidi.fr

(i) Political/country risk: SIDI provides financial support to entities located mostly in countries considered "risky" due notably to difficult socio-economic and geopolitical contexts and their vulnerability to climate change. The viability/sustainability of SIDI's partners is therefore likely to be impacted by local or regional events/factors, altering their ability to honour financial obligations toward SIDI (resulting in non-repayment risk/counterparty risk). Political and regulatory contexts may also generate non-transfer or non-convertibility risk of currencies (difficulties or even blocking during repatriation of funds to France).

(ii) Counterparty risk: SIDI's additionality/specificity manifests in its willingness to go "where others do not go," by supporting mainly/primarily fragile organizations toward their empowerment/consolidation. These less stable economic models, for exogenous reasons (sector/market, crises/regional context, etc., cf. above) or endogenous (small organizations, not very mature, in structuring phase, with economic viability to strengthen, etc.), imply higher counterparty risk (non-repayment), which SIDI seeks to reduce by complementing its financial offer with non-financial support aimed at strengthening the organization, its governance, its processes, its economic model.

(iii) Exchange rate risk: To best support its partners, SIDI adapts its offer notably by proposing financing in local currency or in USD. In this case, SIDI incurs unfavourable exchange rate differential risk that can materialize at the time of repayment or interest payment.

To anticipate and limit risks associated with its activity, SIDI constitutes adequate provisions in its accounts, whose amounts are reviewed annually. It also benefits from an internal security mechanism ("Development Incentive Fund") funded by certain historical shareholders, which absorbs part of the losses generated by the materialization of these risks. As of December 31, 2024, the FID amounts to €4,470,046, or about 10% of SIDI's portfolio outstanding at the same date, while the FID together with SIDI reserves dedicated to portfolio risk coverage amount to €6,238,487, representing about 13% of the portfolio at the end of 2024.

(iv) Risks related to share capital variability

In accordance with its Articles of Association, SIDI SCA's share capital is variable and can therefore increase or decrease following subscriptions or possible withdrawals by shareholders. However, the stability of SIDI's economic model relies heavily on its "patient and solidarity" capital. Also, a significant decrease in share capital would represent an important risk for its financial balance and would harm the continuation of its activities.

To prevent such a situation, a maximum withdrawal threshold of €500,000 (five hundred thousand euros) per shareholder per financial year and a minimum authorized "floor" capital (capital subscribed at N-1 minus €1 million, with an absolute minimum of €15 million) have been defined in the Articles of Association.

(v) Risk related to SIDI SCA's financial situation

Currently, the company has sufficient net working capital to meet its obligations and cash flow needs for developing its portfolio. But a decrease in its capital (significant withdrawal) or non-renewal of its loans would cause liquidity risk and harm the continuation of its activities.

You are invited to click on the following link to access a presentation of forecast financing sources for the next 6 months.

(vi) Reputational risk

Pioneer of solidarity finance, SIDI has a history and reputation that are guarantees of trust with its shareholders and partners, employees and volunteer consultants, but also with various public actors (ministries, French and foreign development agencies, etc.), and private ones (sector counterparts notably).

Negative events/illegal behaviours: acts of corruption, abuse of trust or integrity, involvement in a controversial project or a crisis on social networks could affect its image, with possible repercussions on the continuity of its activity.

To prevent these risks, SIDI has adopted an ethics charter instituting firm commitments, a code of conduct stipulating behavioural lines necessary for respecting said ethical principles and has implemented a whistle-blowing system accessible to any interested person. This is complemented by a solid foundation of internal procedures aimed at limiting any possible deviation.

(vii) Risk of non-renewal of ESUS label/ authorisation

Thanks to its ESUS label (granted uninterruptedly since 2005), SIDI has access to financing from solidarity savings funds and banks. Non-renewal of the ESUS authorization would result in the withdrawal of these shareholders representing about 24% of share capital in June 2025 and suspension of financing by promissory notes granted.

Since this risk can only materialize at the end of 2028, it should be recalled that SIDI complies with all requirements conditioning said authorization renewal. Furthermore, withdrawals are statutorily limited as mentioned in point (v) above.

Finally, SIDI is among the first French companies approved "ESUS"; its authorization has been systematically renewed since then, every 5 years.

SIDI has two supervisory bodies:

– externally, the Statutory Auditor that SIDI's General Assembly chose to maintain after the reform of company law by the PACTE law, which is responsible for verifying the authenticity of the company's accounts, but also other compliance aspects such as the regularity of operation validation, customer due diligence/anti-money laundering, etc.

– internally, the Supervisory Board which is the statutory body responsible for permanent control of management carried out by managers, involving both account verification and assessment of management opportunity. The Supervisory Board, composed solely of limited shareholders, plays a key role, on one hand in prevention, management and monitoring of risks faced by the company, and on the other hand, in ensuring the counter-power essential to SIDI's democratic governance.

Over time, new risks may appear and those presented may evolve.

The company has not issued securities or granted other rights giving access to its share capital.

In accordance with Article 7 paragraph 2 of SIDI SCA's Articles of Association, the share capital is variable: it is subject (i) to increase through successive subscriptions by existing limited shareholders or admission of new limited shareholders, within the limit of the "ceiling capital" and (ii) to decrease through total or partial exits, within the limit of the "floor capital."

The company's management is therefore authorized to receive subscriptions for new shares within the ceiling capital limit.

As from January 1, 2023, the ceiling capital for a given year is equal to the floor capital of the year N-1 increased by five million four hundred thousand euros (€5,400,000) (meaning four million four hundred thousand euros (€4,400,000) "flat"), without the ceiling capital falling below nineteen million nine hundred thousand euros (€19,900,000).

With effect from January 1, 2023, the minimum capital for a given year is equal to the subscribed capital at December 31 of the previous year, less one million euros (€1,000,000), but may not be less than fifteen million euros (€15,000,000).

You are invited to click on the following link to access:

– the table describing the distribution of the company's shareholding,

– information on rights and conditions attached to all issued shares giving access to SIDI's share capital: articles 7 to 13bis of SIDI SCA's articles of association (as amended by the EGM of 01.06.2022);

IV.1 – Rights Attached to Shares Offered for Subscription

Shares are indivisible with regard to the Company.

Ownership of a share automatically entails adherence to the articles of association and decisions of general meetings.

Each share gives the right to a share in profits and corporate assets, proportional to the quota of capital it represents.

Shareholders are only liable for losses up to the amount of their contributions.

Rights and obligations attached to a share follow the title wherever it passes.

Limited shareholders have the right to participate in collective decisions, implying the right of access to shareholders' general meetings and the right to vote there.

In general meetings, each shareholder has as many votes as they own shares.

Any shareholder may vote by correspondence or electronically using a form established and sent to the Company under conditions set by law.

Each shareholder has a permanent right to information on the company's economic and financial situation.

This right is exercised mainly on a permanent basis, and prior to general meetings, through communication of corporate documents (management reports, annual accounts, even forecasts) and through the possibility of asking written questions to management.

Limited shareholders may also be elected by the general meeting to SIDI SCA's Supervisory Board, the body responsible for permanent control of the company's management, in the same way as the Statutory Auditor.

You are invited to click on the following link to access comprehensive information on rights and conditions attached to the securities offered to you:

– articles 7 to 13bis of SIDI SCA's articles of association (modified by the EGM of 01.06.2022)

– article L. 225-117 Commercial Code

IV.2 – Conditions Related to Subsequent Transfer of Shares Offered for Subscription

> Share subscription as well as share transfer to a third-party non-shareholder, except spouse, ascendant or descendant, or liquidation of a succession or community property of spouses, are subject to management approval, communicated within three months following notification of the subscription request. Management's decision does not need to be justified and, in case of refusal, cannot give rise to any claim.

> Any limited shareholder may withdraw from the Company by notifying their decision to management, by registered letter with acknowledgment of receipt, at least one month before the closing date of the current financial year, under conditions set by art. 13bis of the Articles of Association.

The future shareholder is invited to click on the following link to access examples^[1] of application of these liquidity clauses and comprehensive stipulations governing the liquidity of financial securities offered:
Articles 7, 8, 12, 13bis and 33 of SIDI SCA's articles of association (as amended by the EGM of 01.06.2022)

IV.3 – Risks Attached to the Shares Offered for Subscription

Investment in unlisted companies involves specific risks:

– risk of total or partial loss of invested capital: A specific risk exists due to share capital variability: the associate who withdraws from the company will remain liable for five years, toward shareholders and toward third parties, for all obligations existing at the time of their withdrawal (art L. 231-6 al 3 C.com.), without prejudice to the limitation of shareholders' liability for corporate liabilities up to their capital contribution.

– illiquidity risk: Withdrawals are free and take effect from their notification to Company Management. Nevertheless, to allow, if necessary, determination of the sum to be retained from the outgoing limited partner shareholder for their participation in losses, withdrawals only take pecuniary effect on the closing date of the financial year during which they occur. In all cases, a shareholder's withdrawal cannot have the effect of lowering share capital to the floor capital (capital N-1 minus €1 million); in such a case, withdrawals would take successive effect by order of seniority and only to the extent that new subscriptions or capital increase would allow recovery of outgoing limited partner shareholders' contributions. Furthermore, the withdrawal right per shareholder is limited to €500,000 (five hundred thousand euros) per financial year.

– risk related to control transfer: investors do not benefit from a clause allowing them to transfer their shares under financial conditions equivalent to those of the shareholder who would transfer control of the company.

– uncertainty of return on investment: Historically, SIDI SCA shareholders have opted for systematic retention and reemployment of recorded profits, and no dividend distribution or share value appreciation has ever been made. In any case, due to its ESUS label/authorization, SIDI must annually increase its legal reserves as well as the special "ESUS" reserve, by respectively 5% and 20% of recorded profit and allocate at least 50% of its positive net result to these reserves or to retained earnings. These legal provisions significantly limit SIDI's ability to distribute dividends or revalue its shares. Finally, SIDI's ability to generate positive results each year depends heavily on risks related to the nature of its activities, as well as subsidized resources provided by its founding shareholders (whose shareholder current accounts play a role as a guarantee mechanism called "FID"), as previously explained.

– risk relating to share value evolution: In accordance with SIDI SCA's articles of association, the withdrawal value for a financial year is determined by management. Until now, this value has been €152 per share. As mentioned above, SIDI's ability to generate positive results each year and constitute distributable reserves is very limited due to "ESUS" regulatory constraints and risks related to the nature of its activities. However, SIDI has succeeded over the years in consolidating its equity, which has always allowed it until now to ensure a share withdrawal value identical to the purchase value even in years when it recorded losses. If its equity were to decrease significantly following several loss-making financial years, this would constitute a risk for the subscriber of acquiring securities at too high a price, notably due to the absence of their valuation by an "independent expert."

– risks related to political rights less advantageous than those of other shareholders: Limited shareholders of a limited partnership by shares cannot interfere in company management; therefore, they cannot participate in the appointment/removal of management, nor be personally managers of SIDI SCA. These shareholders are however represented within the Supervisory Board, statutory body responsible for permanent management control which has the same powers as the statutory auditor for this purpose. Also, decisions of limited shareholders are only binding after verification of their concordance with the will expressed by the general partner (or general partners) with general meeting deliberations.

IV.4 – Modification of Issuer's Capital Composition Related to the Offer

Please refer to the table summarizing the distribution of capital and voting rights before and after completion of subscriptions within the annual ceiling capital limit and according to proportions defined in the adjusted Strategic Plan July 2023 – December 2026. The table presents in decreasing numerical order of importance the weight of shareholders in SIDI's capital.

Shareholder relations are handled by Ms. Céline Vidal: tel. 01 40 46 00 00, email c.vidal [at] sidi.fr.

Shareholding certificates are issued after approval by management and validation of each subscription. Copies of these certificates can be provided on request addressed to the company's headquarters at 12 rue Guy de la Brosse, 75005 PARIS or by mail or telephone to Ms. C. Vidal (coordinates above).

Subscription is recorded in a share subscription form that must be transmitted to the company according to one of the following methods:

o by completing and signing electronically the form available at this link: Become a shareholder

o by requesting the share subscription form from Céline VIDAL, 01 40 46 70 00 or by email at c.vidal [at] sidi.fr, form to be returned duly completed and signed to SIDI company headquarters: 12 rue Guy de la Brosse, 75005 PARIS.

Subscriptions will be received within the ceiling capital limit, calculated according to the formula provided in art. 7 of the Company's Articles of Association: capital subscribed on December 31 of the previous financial year increased by four million four hundred thousand euros (€4,400,000).

Subscriptions requests are revocable until notification of Management approval.

Key steps in processing and confirming subscription:

1. Receipt by SIDI of the subscription form duly completed and signed according to one of the above methods, accompanied by expected documents (for natural persons, except special cases: valid identity document and proof of residence less than 3 months old) and payment for the value of subscribed shares (payment by credit card online, transfer or check).
2. Confirmation of file completeness internally (within one week from step 1).
3. Management approval (within 2 weeks from step 1).
4. Communication by mail and email of subscription registration and securities holding certificate (approximately 3 weeks from step 1).

In the event that SIDI's management does not approve the requested subscription, this refusal will be communicated to you and the amount paid will be refunded within fifteen days of this decision. If your subscription request could not be received due to reaching the ceiling capital in a financial year, we would contact you to renew your request the following financial year (your subscription would then be recorded as a priority).