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 of
Bureau 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/orTo 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
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