BUREAU VERITAS - Description of the share buyback program authorized by the Combined Shareholders’ Meeting of Bureau Veritas SA of June 22, 2023
July 04 2023 - 12:00PM
BUREAU VERITAS - Description of the share buyback program
authorized by the Combined Shareholders’ Meeting of Bureau Veritas
SA of June 22, 2023
Regulated information
Description of the share buyback program
authorized by the Combined Shareholders’ Meeting ofBureau Veritas
SA of June 22, 2023
Pursuant to Articles
241-1 et seq. of the General Regulations of the French stock
exchange regulatory authority, the Autorité des marchés financiers
(AMF), the purpose of this description is to describe the
objectives and terms of the share buyback program by Bureau Veritas
SA (the "Company") of its own shares.
The share buyback
program is also available to shareholders in the 2022 Universal
Registration Document published on the Company's website
(https://group.bureauveritas.com).
The Company's shares
are listed on Euronext Paris (ISIN Code: FR0006174348).
1. Shareholders’ Meeting
authorizing the share buyback program
The share buyback program was approved by the
Shareholders’ Meeting held on June 22, 2023, in its fifteenth
resolution.
2. Characteristics of the
share buyback program
Securities |
Shares |
Maximum percentage of capital that may be acquired |
10% |
Maximum number of shares that may be acquired |
45,244,445 shares1 |
Maximum purchase price per share |
€45 (excluding transaction costs) |
Maximum total amount of the program |
€2,039,000,025 |
Duration of the program |
18 months, i.e. from June 22, 2023 until December 21, 2024
(included) |
3. Objectives of the share
buyback program
The objectives of this program are:
- To ensure the
liquidity of and make a market in the Company’s shares via an
investment services provider acting independently and on behalf of
the Company without being influenced by the Company, under a
liquidity agreement that complies with a Code of Ethics recognized
by the AMF, or any other applicable law or regulation, and/or
- To implement any
Company stock option plan under the provisions of articles L.
225-177 et seq. and L. 22-10-56 et seq. of the French Commercial
Code or any similar plan, any share grant or transfer to employees
as part of a profit-sharing plan or any company or group savings
plan (or similar scheme) in accordance with the law and
particularly articles L. 3332-1 et seq. of the French Labor Code
(Code du travail) or any similar plan, any free share grants under
the provisions of articles L. 225-197-1 et seq. and L. 22-10- 59 et
seq. of the French Commercial Code or any similar plan, and to
carry out any hedging to cover these transactions under applicable
legal and regulatory conditions, and/or
- To remit shares
in the event of the issue or exercise of the rights attached to
securities giving immediate and/or future access to the share
capital of the Company by redemption, conversion, exchange,
presentation of a warrant or any other manner, and/or
- To hold and
subsequently remit shares (for exchange, payment or other) as part
of acquisitions, mergers, spin-offs or contributions, it being
understood that in such a case, the bought back shares may not at
any time exceed 5% of the share capital of the Company, this
percentage being applied to a share capital figure adjusted to
reflect any transactions that take place after the Shareholders’
Meeting of June 22, 2023, that affect total capital, and/or
- To cancel all or
some of the ordinary shares purchased under the conditions set out
in article L. 22-10-62 of the French Commercial Code and pursuant
to the authorization to reduce the share capital granted by the
Shareholders’ Meeting of June 25, 2021 in its 30th resolution or in
the 28th resolution of the Shareholders’ Meeting of June 22, 2023,
which replaces the authorization previously given, and/or
- To implement any
market practice that is or may be allowed by market authorities,
and/or
- To carry out
transactions for any other purpose that is or may be authorized by
the laws or regulations in force. In such a case, the Company will
inform the shareholders by way of a press release or any other form
of communication required by the regulations in force.
4. Number of shares and
percentage of capital held by the Company as of June
22,
2023
As of June 22, 2023, the share capital comprised
452,584,910 shares2.
At the date of implementation of the share
buyback program, the Company held 235,562 treasury shares, i.e.,
0.05% of the above-mentioned share capital.
5. Distribution of
treasury shares held by the Company as of June
22,
2023
On these 235,562 treasury shares:
- 226,644 were
held in treasury through EXANE under the liquidity agreement;
- 8,918 shares
were held with the purpose of delivering employee profit-sharing
plans.
Neuilly-sur-Seine, France – June 22, 2023
1 i.e. 10% of the share capital as of December
31, 2022.
2 including the new shares issued in Euroclear
as a result of the exercise of stock options since January 1,
2023
- BV_Description of the share buyback program SM 2023 (0.19
Mo)
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