BIC : BIC : DESCRIPTION OF THE SHARE REPURCHASE PROGRAM
This translation is given for information only.
Only the French version shall be deemed authentic.
14, rue Jeanne d'Asnières - 92 611 Clichy Cedex (France)
Limited company capital: EUR 184,675,714.96
552 008 443 Registered in Nanterre (France)
DESCRIPTION OF THE SHARE REPURCHASE PROGRAM
I.Breakdown of owned shares by purpose as of June 10, 2013
Number of directly or indirectly owned shares: 1,494,615 i.e. 3.08% of share
Number of owned shares: 1,494,615:
Number of owned shares by purpose:
*Coverage of free grantsplans: 777,309
*Cancellation : 713,196
*Liquidity agreement: 4,110
II.New share repurchase program
*Authorization for the program: Annual Shareholders' Meeting of May 15,
*Shares concerned: ordinary shares
The shareholders have authorized the Board of Directors to buyback by any
means, once or several times, the shares of the Company:
1. Within the limit of a number of shares representing a maximum of 10% of
its share capital on the date of the Board of Directors' decision to buyback
· for a maximum amount of 600 million euros, under the conditions and limits
provided by the laws and regulations in force,
· for a maximum purchase price of 125 euros, exclusive of costs.
This authorization can be used by the Board of Directors in order to:
· provide liquidity and stimulate the market of the securities of the
Company through an investment service provider acting independently in the
name and on behalf of the Company, pursuant to a liquidity agreement compliant
with professional ethics standards recognized by the Paris Stock Exchange
· hold them in order to subsequently remit them as payment, as exchange or
otherwise, within the scope of potential external growth operations (with the
exception of mergers, demergers or contribution operations referred to in
paragraph 2 below) inaccordance with the market practices approved by the
Paris Stock Exchange Authority;
· remit them at the moment of the use of rights attached to the securities
giving access to the Company's share capital by reimbursement, conversion,
exchange, presentation of a bond or by any other means;
· allocate them to employees and managers under the conditions and according
to the methods prescribed by the law, notably within the scope of employees
profit sharing scheme, the stock option program, the free allocation of shares
plan or through an employee saving scheme;
· cancel them entirely or partly, according to the conditions provided by
the regulations in force, by reducing accordingly the share capital, within
the limit of 10% of the capital existing on the cancellation date, by periods
of 24 months;
· implement all market practices which may be authorized by the Paris Stock
2. Within the limit of a number of shares representing a maximum of 5% of its
share capital on the date of the Board of Directors' decision to buyback the
· for a maximum amount of 300 million euros,
· for a maximum purchase price fixed at 125 euros, exclusive ofcosts;
And in order to hold them and to subsequently remit them as payment or
exchange within the scope of a merger, demerger or contribution operation.
The limits provided in paragraphs 1 and 2 above are not cumulative and the
Company cannot at any time, directly or through a third party, hold more than
10% of the total number of its own shares forming the share capital.
The maximum purchase price per share, excluding cost, should not exceed that
of the last isolated transaction or, if it is higher, that of the highest
current isolated offer on the market where the purchase is made.
The acquisition of shares of the Company shall also comply with the rules
enacted by the Paris Stock Exchange Authority regarding the conditions and the
periods of intervention on the market. The Company shall abstain from buying
more than 25% of the daily average quantity of shares negotiated on the
regulated market where the purchase is made.
This authorization is given to the Board of Directors for a period of
18months starting from the date of this Shareholders' Meeting. This
authorization may not be used during public offers of the Company's shares,
except with the prior and express authorization given by the shareholders.
The CEO, duly authorized by the Board of Directors
Isin Code: FR0000120966 - Reuters Code: BICP.PA
Contact: Investor Relations: +33 1 45 19 52 26
DESCRIPTION OF THE SHARE REPURCHASE PROGRAM
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information contained therein.
Source: BIC via Thomson Reuters ONE
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