Christian Dior: Description of the Share Repurchase Program Approved by the
Combined Shareholders’ Meeting on October 26, 2012
PARIS -- December 21, 2012
Christian Dior (Paris:CDI):
This document is a free translation into English of the original French
“Descriptif du programme de rachat d’actions autorisé par l’Assemblée générale
mixte des actionnaires du 26 octobre 2012”. It is not a binding document. In
the event of a conflict of interpretation, reference should be made to the
French version, which is the authentic text.
Pursuant to the provisions of article L. 451-3 of the French Monetary and
Financial Code (Code monétaire et financier), Article 241-2 of the General
Regulations of the French Financial Markets Authority (Autorité des Marchés
Financiers), and to the Commission Regulation (EC) N° 2273/2003 of
December22,2003, this description aims to set out the objectives and
procedures for the program relating to the repurchase by Christian Dior (the
“Company”) of its own shares, as approved by the Combined Shareholders’
Meeting of October 26, 2012.
The program described here replaces the share repurchase program approved by
the Combined Shareholders’ Meeting of April 5, 2012, the description of which
has been published on August 22, 2012.
I. Date of the Shareholders’ Meeting when authorisation for the program was
Combined Shareholders’ Meeting of October 26, 2012.
II. Number of shares held by the Company and analyse by purpose
As of December 21, 2012 the Company’s share capital was comprised of
181,727,048 shares, all of the same class, of which 2,289,206 shares,
representing approximately 1.26% of its issued share capital, were held by the
Company, broken down as follows:
*2,269,674 shares (1.25% of the Company’s issued share capital) held in
connection with current or future stock option plans, bonus shares plans
and other stock-related plans;
*19,532 shares (0.01% of the Company’s issued share capital) corresponding
to prior share repurchases made within the aim of stabilizing the share
The Company has not used derivatives.
III. Objectives of the share repurchase program approved on October 26, 2012
The objectives of the share repurchase program approved by the Combined
Shareholders’ Meeting of October 26, 2012 are as follows:
*to provide liquidity to the market (through purchases or sales of the
Company’s shares) by enlisting an independent investment services
provider, under a liquidity contract set up in accordance with the Code of
Conduct of AMAFI (the French association of financial market
*to hold shares in connection with stock option plans, bonus shares plans,
or any other form of stock-related plans or share-based payment schemes
set up in favour of employees or company officers of the Company or of any
other affiliated undertaking as defined in the French Commercial Code
(Code de commerce), notably under articles L.225-180 and L.225-197-2;
*to hold shares as a hedge to cover any securities issued by the Company
giving access to the Company’s capital, in particular by way of
conversion, tendering of a warrant or a right, repayment or exchange;
*to cancel shares pursuant to the authorization to this effect given to the
Board of Directors at the Combined Shareholders’ Meeting; or
*to hold shares for subsequent remittance in exchange or in payment in the
context of potential external growth transactions.
IV. Maximum limit of share capital, maximum number of shares, share
characteristics and maximum purchase price
*Maximum limit of share capital that can be repurchased – Share
The share repurchase program approved by the Combined Shareholders’ Meeting on
October 26,2012 applies to the ordinary shares of Christian Dior (ISIN code:
FR0000130403), admitted for trading on Compartment A of the regulated market
of NYSE Euronext in Paris.
The maximum percentage of shares that can be repurchased under the program
approved by the Combined Shareholders’ Meeting of October 26, 2012 is 10% of
the issued share capital of the Company on the date of the repurchase
transaction, with the understanding that the Company cannot hold, at any point
of time, a total number of shares in excess of 10% of its issued share
Notwithstanding the above, the number of shares that may be owned by the
Company for remittance in payment or in exchange in the context of a merger,
spin-off, or any other type of corporate combination, cannot exceed 5% of the
company’s issued share capital at the time of the transaction.
For information, as of December 21, 2012, the threshold of 10% of the
Company’s issued share capital represents 18,172,074 shares. As a result, and
after taking into account the number of treasury shares held by the Company on
this date (2,289,206 shares), the maximum number of the Company’s shares that
can be repurchased by the Company amounts to 15,883,498 shares, equivalent to
8.74% of its issued share capital as of this date.
*Maximum purchase price
The maximum purchase price approved by the Combined Shareholders’ Meeting of
December 20, 2012 is 200 euros per share. The cumulative amount set aside for
these purchases cannot exceed 3.7 billion euros.
However, in the case of a capital increase through the capitalization of
reserves and the allotment of bonus shares, as well as in cases of a stock
split or reverse stock split, the purchase price indicated above will be
adjusted by a ratio equal to the number of shares representing the share
capital of the Company before such transaction divided by the number of shares
representing the share capital of the Company after such transaction.
V. Duration of the share repurchase program
The share repurchase program runs for 18 months from the date of its approval
by the Combined Shareholders’ Meeting of October 26[,] 2012, and thus expires
on April 25, 2014.
The present document is available on the Company’s website
(www.dior-finance.com) in the “Regulated information” section.
+ 33 1 44 13 22 22
Press spacebar to pause and continue. Press esc to stop.