from ACCOR (EPA:AC)
ACCOR - Description of own share buyback programme
Regulated information
Accor S.A.
A French Société Anonyme whose share capital amounts to €727,098,372
Registered office: 82, rue Henri Farman, 92130 Issy-les-Moulineaux Listed in the Nanterre Companies Register - No. 602 036 444
(the "Company")
DESCRIPTION OF OWN SHARE BUYBACK PROGRAMME APPROVED BY THE SHAREHOLDERS’ MEETING OF THE COMPANY ON MAY 31, 2024
In accordance with Articles 241-1 et seq. of the French Financial Markets Authority (AMF) General Regulation, the purpose of this description is to set out the objectives, terms and conditions of the programme for the buyback by the Company of its own shares. This programme was submitted to the Company's Shareholders’ Meeting on May 31, 2024, for approval.
I. Date of the Shareholders’ Meeting authorising the share buyback programme
The share buyback programme was approved by the shareholders during the Shareholders’ Meeting held on May 31, 2024, in its eleventh resolution.
II. Objectives of the share buyback programme
The objectives of this programme are as follows:
• Subsequent cancellation of ordinary shares acquired, as part of a capital reduction decided or authorized pursuant to the seventeenth resolution of the Shareholders' Meeting of May 17, 2023, or any other resolution having the same purpose that may be passed at another Shareholders' Meeting of the Company,
• Implementation of any employee share plan, in particular free share grant plans made under Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French Commercial Code, employee savings (or similar) plans under Articles L. 3332-1 et seq. of the French Labor Code, and stock option plans under Articles L. 225-177 et seq. and L. 22-10-56 et seq. of the French Commercial Code,
• Allocation of shares on the conversion, redemption, exchange or exercise of securities carrying rights to redeem, convert, exchange, present a warrant or any other means of granting ordinary shares in the Company,
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• To hold and subsequently transfer, either for payment with respect to external growth transactions, or in exchange with respect to merger, share split or contribution, within the limit of 5% of the Company’s capital,
• To make a market in the Company’s shares via a liquidity service provider under a liquidity contract that complies with market practices recognized by the French securities regulator (Autorité des marchés financiers – AMF),
• To perform any market transaction or practice permitted, now or hereafter, under the laws or regulations in force or by the AMF, in which case, the Company will issue a press release informing its shareholders.
III. Maximum share of capital available for acquisition, maximum number of shares and characteristics of the shares available for acquisition under the share buyback programme
As of May 31, 2024, the Company’s share capital amounted to €727,098,372, divided into 242,366,124 shares of a nominal value of €3.
The Shareholders’ Meeting held on May 31, 2024, set at 10% of the share capital the maximum number of shares that may be acquired, at any time, representing for information purpose on May 31, 2024, 26,236,612 shares.
The maximum purchase price set by the Shareholders’ Meeting held on May 31, 2024, is €70 per share excluding acquisition costs, bringing the total maximum amount allocated to the share buyback programme under this authorisation to €1.76 billion.
IV. Duration of the share buyback programme
This approval has been granted for a period of 18 months as from May 31, 2024, i.e., until November 31, 2025, and terminated any prior authorization with the same purpose.
V. Number of shares and the share of capital owned by the Company
As of May 31, 2024, the number of shares held directly or indirectly by the Company amounted to 17,500, representing 0.00722% of the share capital.
VI. Allotment by objective of the shares owned by the Company
The 17,500 shares held by the Company as of May 31, 2024, are allocated to the implementation of the liquidity contract in force, in the perspective to make a market in Accor shares.
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