The text of the overview of the share buyback program authorized by the shareholders at their Combined Ordinary and Extraordinary General Meeting of
Pursuant to Articles L.
LEI : 2138004KW8BV57III342.
Number of shares and fraction of capital held directly or indirectly by the issuer
Allocation of equity held on
- 167,500 shares allocated for encouraging the secondary market or liquidity of
- 23,328 shares allocated for payments or exchanges in connection with external growth transactions; and
- 3,524,601 shares allocated to allow allotment or sale of shares to employees and/or corporate officers of the Company and/or its Group.
Characteristics of the 2019-2020 share buyback program
Buyback program objectives
The objectives of the program authorized by the shareholders at their General Meeting of
- Allotting or selling shares to employees and/or corporate officers of the Company and/or of its Group, in accordance with the requirements and procedures prescribed by applicable statutes and regulations, in particular as part of a plan for sharing in the Company’s expansion, by allotting free shares or granting stock options, or through company savings plans or inter-company savings plans, or by any other method of compensation in shares;
- Delivering shares to honor obligations in connection with instruments or securities that may confer entitlement to equity rights, whether by redemption, conversion, exchange, presentation of a warrant or by any other means;
- Conserving and subsequently delivering shares as a means of exchange in merger or spin-off transactions or as a contribution, as payment in the case of external growth transactions;
- Encouraging the secondary market or the liquidity of
- Cancelling all or part of the shares thus acquired, in accordance with legal provisions in force, and pursuant to authorization granted by an extraordinary general shareholders’ meeting.
This program is also intended to enable the Company to trade in its own shares for any other purpose that is currently authorized or may be authorized in the future by the laws and regulations in force. In such a case, the Company will inform its shareholders by issuing a press release.
Maximum number of shares that may be acquired
The maximum number of shares that can be purchased must not at any time exceed 10% of the shares making up the share capital. This percentage shall apply to the share capital as adjusted to reflect transactions affecting the share capital carried out subsequent to this shareholders’ meeting.
The Company’s total amount used for share buyback under this authorization will not exceed one billion nine hundred ninety nine million six hundred twenty three thousand three hundred (1,999,623,300) euro net of costs.
Pursuant to the provisions of Article L. 225-209 of the French Commercial Code, when shares are redeemed to promote liquidity of the Company’s shares in accordance with the requirements of the general regulations of the AMF, the number of shares taken into account to calculate the 10% limit is equal to the number of shares purchased, less the number of shares resold during the authorization period. Moreover, the number of treasury shares held to be used for payment or exchange in merger or spin-off transactions or as a contribution will not exceed 5% of the capital as assessed on the date of the operation. In the event that the Company avails itself of this authorization it is specified that the number of treasury shares should be taken into account so that the Company always remains within the limit of a maximum number of treasure shares equal to 10% of share capital.
Maximum purchase price
The maximum unit purchase price will be eighty-five
In the event of a change in the par value of shares or any transaction having an impact on shareholders’ equity, the general shareholders’ meeting delegates to the Management Board the power to adjust the aforementioned purchase price in order to take into account the impact of such transactions on the share price.
Redemption terms and conditions
The Company will be entitled to purchase its own shares, and sell or transfer shares redeemed, directly or through an investment service provider, in one or more transactions, at any time and by any means authorized by the regulations in force, or that may come into force in the future, on regulated stock markets, multilateral trading facilities (MTFs), through systematic internalizers or over the counter, and, notably, by buying or selling blocks of shares (without limitation on the portion of the program that may be carried out in block transactions), sale and repurchase agreements, through takeover bids or securities exchange bids, by using option mechanisms, derivative financial instruments, warrants or, more generally, securities granting entitlement to shares in the Company. The Company may also be entitled to hold and/or cancel shares redeemed subject to authorization by an extraordinary general shareholders’ meeting, in compliance with applicable regulations.
The general shareholders’ meeting granted the Management Board all powers, including the right to sub-delegate its authority, as permitted by laws and regulations and in accordance with the Company’s Articles of Incorporation, to determine the modes and conditions of implementation, to allocate or reallocate the shares acquired to the various objectives in view in compliance with applicable laws and regulations, to execute all instruments, enter into all agreements, carry out all formalities, and, more generally, to do everything necessary to implement this resolution.
According to the 23th resolution adopted by shareholders at their General Meeting of
The program was authorized for a period of eighteen months as from
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