On this page of StockholderLetter.com we present the latest annual shareholder letter from XBP Europe Holdings, Inc. — ticker symbol CFFEU. Reading current and past CFFEU letters to shareholders can bring important insights into the investment thesis.

 •  7/15/2025 Letter Continued (Full PDF)
 •  4/29/2024 CFFEU Stockholder Letter
 •  More "Miscellaneous" Category Stockholder Letters

CFFEU Shareholder/Stockholder Letter Transcript:

2025
PROXY
STATEMENT
2024
ANNUAL
REPORT
xbpeurope.com

PROXY STATEMENT
& MEETING NOTICE
xbpeurope.com

PROXY STATEMENT
DATED 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 Delaware
corporation (   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 or
adjourned (the    Annual Meeting   ). The Company will be holding the Annual Meeting via a live webcast
at www.virtualshareholdermeeting.com/XBP2025.
The accompanying notice of the Annual Meeting and proxy statement describe the business the
Company will conduct at the Annual Meeting and provide information about the Company that you should
consider when you vote your shares. As more fully described in the accompanying proxy statement, which
is dated July 15, 2025, and is first being mailed to stockholders on or about July 15, 2025, the Annual Meeting
will 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 two
directors to serve on the board of directors until the 2028 annual meeting of stockholders or until
such earlier time as may result from the approval of Proposal 3C and until their respective
successors are duly elected and qualified (the    Director Election Proposal   );
(2) The Auditor Ratification Proposal (Proposal 2)     To consider and vote upon a proposal to ratify
the appointment of UHY LLP as the Company   s independent registered public accounting firm for
the year ending December 31, 2025 (the    Auditor Ratification Proposal   );
(3) Charter Amendment Proposals     To approve and adopt an amendment and restatement to the
second amended and restated certificate of incorporation of XBP (the    XBP Charter   ), as set out
in the draft third amended and restated version of XBP Charter appended to this proxy statement
as Annex A (the    Amended Charter   ), for the following amendments (collectively, the    Charter
Amendment Proposals   ):
(A) Name Change     To provide that the name of XBP shall be changed to    XBP Global
Holdings, Inc.    (Proposal 3A);
(B) Increase in Authorized Shares     To increase the number of authorized shares from
210,000,000, 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 preferred
stock, each with a par value of $0.0001 (   XBP preferred stock   ), to 420,000,000 consisting of
400,000,000 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 remove
the existing staggered board, (b) to reestablish the right for stockholders to vote by written
consent without a meeting except in the case of (i) the election of directors and (ii) the approval
of a merger, consolidation, conversion, or sale of all or substantially all assets, and (c) to
amend the existing corporate opportunities waiver to clarify the circumstances where the
waiver will not apply (Proposal 3C); and
(D) Amendment and Restatement of the XBP Charter     Conditioned upon the receipt of the
requisite vote on Proposals 3A to 3C, to approve the proposed Amended Charter in the form
attached 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 proposed
Amended 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, for
purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 88,432,239 newly
issued shares of XBP common stock plus any shares of our common stock that may be purchased
by ETI or its affiliates to satisfy certain funding obligations under the Plan, which amount will
be determined as described in more detail in the accompanying proxy statement (the    Nasdaq
Proposal   );
(5) The Reverse Stock Split Proposal (Proposal 5)     To adopt an amendment to the XBP Charter to
effect a reverse split of XBP   s outstanding common stock at a ratio in the range of 1-for-3 to 1-for15, to be determined at the discretion of XBP   s board of directors and publicly announced
during 2025, whereby each outstanding 3 to 15 shares would be combined, converted and changed
into 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 Europe
Holdings, Inc. 2024 Stock Incentive Plan to (i) increase the number of shares of common stock
authorized for issuance thereunder by a fixed amount of 5,000,000 shares and (ii) conditionally
increase the share reserve to ensure that, if Proposal 4 is approved, and the Restructuring (as defined
in and described in more detail in the accompanying proxy statement ) is consummated, the total
number of shares authorized under the Stock Plan equals 10% of the Company   s total common
stock outstanding immediately following the completion of the Restructuring (the    Stock Plan
Amendment Proposal   ); and
(7) The Adjournment Proposal (Proposal 7)     To consider and vote upon a proposal to adjourn the
Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient
votes to approve the Director Election Proposal, the Auditor Ratification Proposal, the Charter
Amendment Proposals, the Nasdaq Proposal, the Reverse Stock Split Proposal or the Stock Plan
Amendment Proposal. We refer to this Proposal 7 as the    Adjournment Proposal.   
If you have any questions or need assistance with voting your XBP common stock, please contact us at
investors@xbpeurope.com. The proxy statement and the notice of the Annual Meeting will be available at
www.virtualshareholdermeeting.com/XBP2025.
The proxy statement provides you with detailed information about the Proposals and other matters to
be considered at the Annual Meeting of XBP   s stockholders. We encourage you to carefully read the entire
proxy statement, including all annexes attached hereto.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the
Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon
as possible in the envelope provided. If your shares are held in    street name    or are in a margin or similar
account, you should contact your broker to ensure that votes related to the shares you beneficially own are
properly counted.
Whether or not you plan to attend the Annual Meeting, we urge you to read the accompanying proxy
statement, including the financial statements and annexes and other documents referred to therein, carefully
and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS
DISCUSSED UNDER    RISK FACTORS    BEGINNING ON PAGE 19 OF THE ACCOMPANYING
PROXY STATEMENT.
After careful consideration, XBP   s board of directors has determined that each of the Proposals is fair
to and in the best interests of XBP and its stockholders and has approved such proposals. The XBP Board
recommends that stockholders vote    FOR   :
    the Director Election Proposal;
    the Auditor Ratification Proposal;

    each of the Charter Amendment Proposals;
    the Nasdaq Proposal;
    the Reverse Stock Split Proposal;
    the Stock Plan Amendment Proposal; and
    the Adjournment Proposal, if it is presented at the Annual Meeting.
When you consider the recommendation of the XBP board of directors of these proposals, you should
keep in mind that directors and officers of XBP have interests that may conflict with your interests as a
stockholder. Our Executive Chairman, Mr. Par Chadha, is also the Executive Chairman of Exela
Technologies, Inc. (   ETI   ), which indirectly holds approximately 26.9% of the Allowed Notes Claims (as
defined within). ETI is expected to beneficially own between approximately 15.9% and 27.9% of XBP common
stock upon the conclusion of the Restructuring (taking into account shares issuable upon cash exercise of
a warrant to be issued in connection with the Restructuring, but without taking into account any shares of our
common stock that may be purchased by ETI or its affiliates to satisfy certain funding obligations as
described in the accompanying proxy statement). Messrs. Chadha and Andrej Jonovic, our CEO and director,
could be deemed to be affiliated with shareholders that together control ETI, and Mr. Chadha is
Mr. Jonovic   s father-in-law. Mr. Jonovic, our CEO, shall remain on our board of directors following the
Restructuring in accordance with the Plan. Two of our existing board members, Messrs. J. Coley Clark and
James G. Reynolds, also serve on the board of the BPA Group (as defined within). Each of our directors
holds capital stock in both ETI and XBP, and each of our directors will receive a release of claims from the
Debtors as part of the Plan (as such terms are defined within). All of our directors other than Mr. Jonovic
were at one time directors of ETI. Our executive officers, Messrs. Jonovic, Avramovic and Robu may be
entitled to enhanced severance benefits under our Severance Plan (as defined herein) for 24 months
following the Restructuring.
As of the date hereof, BTC International Holdings, Inc. (   BTC   ) owns approximately 60.7% of the
issued and outstanding shares of XBP common stock. BTC has informed us it intends to vote the shares of
XBP common stock owned by BTC in favor of the Proposals. XBP   s directors and executive officers, who
collectively own approximately 10.5% of the issued and outstanding shares of XBP common stock have also
informed us they intend to vote in favor of the Proposals. Because shares owned by BTC and such directors
and officers collectively represent approximately 71.2% of the issued and outstanding shares of XBP
common stock, we believe that the approval of all of the Proposals (other than Proposal 3C, which requires
the vote of 75% of the outstanding shares of XBP common stock) is effectively assured.
The Notice of Annual Meeting and accompanying proxy statement, a proxy or voting instruction card
and our 2024 Annual Report to Stockholders will be first mailed to you and to other stockholders of record
commencing on or about July 15, 2025.
On behalf of the XBP board, I would like to thank you for your support and look forward to a
successful Annual Meeting.
Very truly yours,
Par Chadha
Executive Chairman
XBP Europe Holdings, Inc.
July 15, 2025



 7/15/2025 Letter Continued (Full PDF)