Marie Brizard Wine & Spirits_Description of the share buyback programme authorised by the Ordinary General Meeting of 27 June 2024
Marie Brizard Wine & Spirits
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Marie Brizard Wine & Spirits
Charenton-le-Pont, 2 July 2024
DESCRIPTION OF THE SHARE BUYBACK PROGRAMME AUTHORISED BY THE ORDINARY GENERAL MEETING OF 27 JUNE 2024
In accordance with the provisions of Articles 241-2 et seq. of the AMF General Regulation, as well as EU Regulation 596/2014 of 16 April 2014, this description outlines the objectives and terms of the of the Marie Brizard Wine & Spirits share buyback programme under the authorisation granted by the eleventh resolution of the Combined General Meeting held on 27 June 2024.
Breakdown of equity securities held by the Company by objective
On 27 June 2024, the Company held 100,781 treasury shares, out of 111,989,823 shares making up the Company’s share capital, i.e. a total of 0.09%, allocated in part to the implementation of the stock option plan and the allocation of bonus shares (40,166 shares), and the remaining shares to the liquidity agreement (60,615 shares).
Objectives of the share buyback programme
The purpose of the buyback programme is to enable the following to be performed:
promote liquidity in transactions and stability of prices of the Company’s shares under a liquidity agreement entered into with an investment services provider, acting in accordance with market practices approved by the French Financial Markets Authority (AMF),
retain shares that are bought back and subsequently put them back on the market or use them as consideration in potential external growth transactions, within the limits set by applicable regulations,
cover stock option plans or bonus share plans and other forms of share allocation to employees and/or corporate officers of the Company and its Group companies, in particular under the profit-sharing scheme and Company Savings Plan, under the conditions set out by law and market authorities, and at the times the Board of Directors or the person acting on behalf of the Board of Directors considers appropriate,
enable (i) the delivery of Company shares upon exercise of rights attached to securities giving access, immediately or in the future, by way of redemption, conversion, exchange, presentation of a warrant or in any other way, to the allocation of Company shares and (ii) any hedging transactions related to the issue of such securities, under the conditions set by market authorities and at such times as the Board of Directors or the person acting on behalf of the Board of Directors may consider appropriate,
cancel the shares in full or in part by reducing the share capital.
The share buyback programme also lets the Company trade in its own shares for any other purpose authorised under applicable laws and regulations, now or in the future, or recognised as a market practice by the AMF. In such case, the Company would inform its shareholders thereof in a press release.
Maximum proportion of share capital, maximum number and characteristics of shares that the Company plans to purchase, and maximum purchase price
Given that on 27 June 2024, the Company directly or indirectly held a total of 100,781 treasury shares, i.e. 0.09% of the share capital, the maximum number of shares that may be bought back amounts to 11,098,201 shares, i.e. 9.91% of the share capital. This cap may be increased to 10% of the share capital (at any time) in the event that the Company sells or uses its treasury shares.
The unit price may not exceed six euros (€6), subject to adjustments relating to any transactions affecting the Company’s shareholders’ equity. As such, based on the current share capital, the theoretical maximum amount that the Company would pay in the event of a buyback at the maximum unit price of six euros (€6) would be sixty-seven million one hundred and ninety-three thousand eight hundred and ninety-two euros (€67,193,892), for the purchase of a maximum of eleven million one hundred and ninety-eight thousand nine hundred and eighty-two (11,198,982) shares.
The shares the Company wishes to buy back are ordinary shares listed under Compartment C of the Euronext Paris regulated market under ISIN code FR0000060873.
Duration of buyback programme
The buyback programme will run for eighteen (18) months from the date of the General Meeting authorising the transaction, i.e. until 27 November 2025.
During the buyback programme period, the public will be promptly informed of any significant change in any of the information listed above, in accordance with the procedures set out in Article 221-3 of the AMF General Regulation.
Investor and shareholder relations contact MBWS Group Emilie Drexler relations.actionnaires@mbws.com Tel.: +33 1 43 91 62 21
