This program would also enable the Company to deal in its own shares for any other purpose that is authorized or compliant or that would become authorized or compliant or any other market practice that is currently authorized or accepted or may be authorized or accepted in the future by the laws and regulations in force. In such a case, the Company would inform its shareholders through a press release.
The maximum number of shares that can be purchased during the buyback program must not exceed 10% of the shares making up the Company’s share capital on the date of each repurchase. This percentage will apply to the share capital as adjusted to reflect transactions affecting the share capital carried out subsequent to this General Shareholders’ Meeting. In accordance with the provisions of article L. 22-10-62 of the French Commercial Code, when the shares are repurchased to promote liquidity under the conditions defined by the AMF General Regulation, the number of shares taken into account for the calculation of the 10% limit will correspond to the number of shares purchased, less the number of shares sold during the term of the authorization.
The number of shares purchased with a view to their retention or future delivery in connection with merger, spin-off or contribution transactions will not exceed 5% of the Company’s share capital.
The maximum unit purchase price will be euro one hundred (100), excluding acquisition costs, it being specified that this price will not apply to share buyback used for allocating free shares to employees and/or corporate officers of the Company and the Groupe or when they exercise stock options. The Company’s total amount used for share buyback under this authorization will not exceed euro two billion one hundred and fifty-four million four hundred and thirty thousand four hundred and seventy-six and fifty cents (2,154,430,476.50) net of costs. In the event of a change in the par value of the Company’s shares or in the event of transactions affecting its share capital, the aforementioned purchase price may be adjusted to take into account the impact of these transactions on the value of the share.
The Company will be entitled to purchase its own shares, and sell or transfer shares redeemed, directly or through an investment service provider, in one or more transactions, at any time and by any means authorized by the regulations in force, or that may come into force in the future, on regulated stock markets, multilateral trading facilities (MTFs), through systematic internalizers or over the counter, and, notably, by buying or selling blocks of shares (without limitation on the portion of the buyback program that may be carried out in block transactions), sale and repurchase agreements, through takeover bids or securities exchange bids, by using option mechanisms, derivative financial instruments, warrants or, more generally, securities granting entitlement to shares in the Company. The Company may also hold the shares purchased and/or cancel them subject to authorization by an Extraordinary General Shareholders’ Meeting and in compliance with the applicable regulations.
The General Shareholders’ Meeting grants the Management Board all powers, including the right to sub-delegate its authority, as permitted by laws and regulations and in accordance with the Company’s Articles of Incorporation, to determine the modes and conditions of implementation, to allocate or reallocate the shares acquired to the various objectives in view in compliance with applicable laws and regulations, to execute all instruments, enter into all agreements, carry out all formalities and file all declarations with any organization, and, more generally, to do everything necessary to implement the 18th resolution put to vote at the General Shareholders’ Meeting of May 31, 2023.
The program would run for 18 months from the approval of the resolution presented to the General Shareholders’ Meeting of May 31, 2023, i.e., until November 31, 2024.
The General Shareholders’ Meeting of May 26, 2021, in its 21st resolution, authorized the Management Board, for a period of 26 months, i.e., until July 26, 2023, to reduce the share capital by cancelling, on one or more occasions, within the limit of 10% of the share capital authorized by law (this limit applies to an amount of the Company’s share capital which will, if necessary, be adjusted to take into account transactions affecting the Company’s share capital subsequent to this Meeting), for periods of 24 months, of all or part of the Publicis Groupe SA shares acquired under the share purchase programs authorized by the General Shareholders’ Meeting.
This authorization granted to the Management Board by the General Shareholders’ Meeting of May 26, 2021, expiring on July 26, 2023, it will be proposed to the shareholders to approve the draft of the 19th resolution of the General Shareholders’ Meeting of May 31, 2023 and to authorize the Management Board again to reduce the share capital by cancelling treasury shares.
