DESCRIPTION OF THE SHARE REPUCHASE PROGRAM AUTHORIZED BY THE
COMBINED GENERAL SHAREHOLDERS’ MEETING OF APRIL 22, 2021 AND
IMPLEMENTED PURSUANT TO A DELEGATION FROM THE BOARD OF DIRECTORS’
MEETING OF APRIL 22, 2021
This description was prepared in accordance with
Articles 241-1 and 241-2 of the General Regulations of the Autorité
des marchés financiers and in accordance with the provisions of
Delegated Regulation (EU) 2016/1052 of March 8, 2016.
1. DATE OF THE GENERAL
SHAREHOLDERS' MEETING THAT AUTHORIZED THE SHARE REPURCHASE PROGRAM
AND ITS IMPLEMENTATION
The authorization for Kering to purchase its own
shares under the share repurchase program was granted by the
Combined General Shareholders’ Meeting of April 22, 2021
(fourteenth resolution). It is implemented pursuant to a delegation
from the Board of Directors’ meeting of April 22, 2021.
2. NUMBER OF SECURITIES
AND PROPORTION OF SHARE CAPITAL HELD DIRECTLY OR
INDIRECTLY
As of April 22, 2021, the number of shares held
by Kering, directly or indirectly, was 267,723, i.e., 0,2% of the
share capital.
3. OBJECTIVES OF THE
SHARE REPURCHASE PROGRAM
The objectives of the share repurchase program
approved by the General Shareholders’ Meeting of April 22, 2021 are
as follows:
- ensure the liquidity or support the
secondary market of the shares through an investment services
provider, acting independently pursuant to a liquidity agreement
that complies with the Professional Code of Conduct recognized by
the Autorité des marchés financiers; or
- use all or a portion of the shares
acquired to meet obligations related to stock option plans,
existing free share grant plans, share grants pursuant to employee
profit-sharing schemes and any other share grants to employees or
executive corporate officers, including the implementation of
company savings plans for employees and executive corporate
officers of the Company and/or companies, in France and/or outside
France, that are or will be related to it under the terms and
conditions provided for by law, and to sell or grant shares to them
in accordance with French or foreign laws and regulations; or
- allow the completion of investments
or financing through the subsequent delivery of shares (in
exchange, as payment or otherwise) in connection with external
growth transactions, mergers, spin-offs or contributions; or
- deliver shares upon the exercise of
rights attached to securities granting a right to the allocation of
shares in the Company by redemption, conversion, exchange,
presentation of a warrant or in any other manner; or
- cancel all or a portion of the
shares acquired under the conditions and within the limits provided
for by Article L. 22-10-62 of the French Commercial Code.
4. MAXIMUM PROPORTION OF
SHARE CAPITAL, MAXIMUM NUMBER, CHARACTERISTICS AND MAXIMUM PURCHASE
PRICE OF SHARES AND MAXIMUM MONETARY AMOUNT ALLOCATED TO THE
PROGRAM
As of April 22, 2021, Kering's share capital
amounted to €500,071,664, divided into 125,017,916 shares.
The General Shareholders’ Meeting of April 22,
2021 set the maximum proportion of share capital that Kering may
hold at any time at 10% of the number of shares making up the share
capital, i.e., to date, a maximum of 12,501,791 shares. Given the
number of Kering treasury shares held as of April 22, 2021, Kering
could acquire 9,8% of its own shares.
The maximum purchase price set by the General
Shareholders’ Meeting is €700 per share, excluding acquisition
costs, bringing the total maximum amount allocated to the share
repurchase program to €8,751,253,700.
5. TERM OF THE SHARE
REPURCHASE PROGRAM
The term of the program is set at 18 months as
from the Annual General Shareholders’ Meeting of April 22, 2021,
i.e., until October 22, 2022.
6. OVERVIEW OF THE
PREVIOUS REPURCHASE PROGRAM
Under the previous share repurchase program
authorized by the General Shareholders' Meeting of June 16, 2020
(sixteenth resolution), the Board of Directors decided to implement
a share repurchase program for up to 10% of the share capital, over
a period of 18 months, at a maximum unit purchase price of €600.
Under this program, 389,802 shares were repurchased at an average
price of €556,93 per share, representing 0,31% of the share
capital, and 125,579 shares were sold at an average price of
€561,09 per share, representing 0,10% of the share capital.
In addition, 1,261,406 shares were canceled on
December 18, 2020. These shares were purchased between October 29,
2018 and July 31, 2019 pursuant to the previous authorizations
granted at the Annual General Meetings of April 26, 2018 (tenth
resolution) and April 24, 2019 (tenth
resolution).7. LIQUIDITY
AGREEMENT
Kering entered into a liquidity agreement that
came into force on February 13, 2019 for a 12-month period and was
renewed every year by tacit agreement. This liquidity agreement
complies with the regulations relating to liquidity agreements and
with the Professional Code of Conduct established by the
Association Française des Marchés Financiers (AMAFI), approved by
the Autorité des marchés financiers.
8. OPEN POSITIONS ON
DERIVATIVE PRODUCTS
As of April 22, 2021, Kering did not hold any
call options on its shares.
***
In accordance with Article 241-2, II of the
General Regulations of the Autorité des marchés financiers, during
the implementation of the repurchase program, any significant
change in any of the information listed in paragraphs 3, 4 and 5
above will be brought to the public’s attention as soon as possible
in accordance with the procedures set out in Article 221-3 of such
General Regulations.
About Kering
A global Luxury group, Kering manages the
development of a series of renowned Houses in Fashion, Leather
Goods, Jewelry and Watches: Gucci, Saint Laurent, Bottega Veneta,
Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, DoDo,
Qeelin, Ulysse Nardin, Girard-Perregaux, as well as Kering Eyewear.
By placing creativity at the heart of its strategy, Kering enables
its Houses to set new limits in terms of their creative expression
while crafting tomorrow’s Luxury in a sustainable and responsible
way. We capture these beliefs in our signature: “Empowering
Imagination”. In 2020, Kering had over 38,000 employees and revenue
of €13.1 billion.
Contacts
Press |
|
|
Emilie Gargatte |
+33 (0)1 45 64 61 20 |
emilie.gargatte@kering.com |
Marie de Montreynaud |
+33 (0)1 45 64 62 53 |
marie.demontreynaud@kering.com |
|
|
|
Analysts/investors |
|
|
Claire Roblet |
+33 (0)1 45 64 61 49 |
claire.roblet@kering.com |
Laura Levy |
+33 (0)1 45 64 60 45 |
laura.levy@kering.com |
www.kering.comTwitter: @KeringGroupLinkedIn:
KeringInstagram: @kering_officialYouTube: KeringGroup
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