Kering: Description of the Share Buyback Program authorized by the
Combined General Sharehoders' meeting
Kering - Press release - Description of the Share Buyback
Program - April 25, 2024
DESCRIPTION OF THE SHARE BUYBACK
PROGRAMAUTHORIZED BY THE COMBINED GENERAL
SHAREHOLDERS’ MEETING OF APRIL 25, 2024 AND DELEGATION FROM THE
BOARD OF DIRECTORS AT ITS MEETING OF APRIL 25, 2024
The General Shareholders’ Meeting of April
25,2024 renewed the authorization given to the Board to trade in
the Company’s shares. The following description was prepared in
accordance with Articles 241-1 and 241-2 of the General Regulations
of the French financial markets Authority (Autorité des marchés
financiers) and in accordance with the provisions of Delegated
Regulation (EU) 2016/1052 of March 8, 2016.
1. Date of the General Shareholders' Meeting that
renewed the authorization of the share buyback program
The authorization for Kering to purchase its own
shares under the share buyback program was granted by the Combined
General Shareholders’ Meeting of April 25, 2024 (seventeenth
resolution). The delegation from the Board of Directors was granted
in its meeting of April 24, 2024.
2. Number of securities and proportion of share
capital held directly or indirectly
As of April 25, 2024, the number of shares held
by Kering, directly or indirectly, was 834,847, i.e., 0.68 % of the
share capital.
3. Objectives of the authorized share buyback
program
The objectives of the share buyback program
approved by the General Shareholders’ Meeting of April 25, 2024 are
as follows:
- ensure the liquidity or support the
secondary market of the shares through an investment services
provider, acting independently pursuant to a liquidity agreement
that complies with the Professional Code of Conduct recognized by
the Autorité des marchés financiers; or
- use all or a portion of the shares
acquired to meet obligations related to stock option plans,
existing free share grant plans, share grants pursuant to employee
profit-sharing schemes and any other share grants to employees or
executive corporate officers, including the implementation of
company savings plans for employees and executive corporate
officers of the Company and/or companies, in France and/or outside
France, that are or will be related to it under the terms and
conditions provided for by law, and to sell or grant shares to them
in accordance with French or foreign laws and regulations; or
- allow the completion of investments
or financing through the subsequent delivery of shares (in
exchange, as payment or otherwise) in connection with external
growth transactions, mergers, spin-offs or contributions; or
- deliver shares upon the exercise of
rights attached to securities granting a right to the allocation of
shares in the Company by redemption, conversion, exchange,
presentation of a warrant or in any other manner; or
- cancel all or a portion of the
shares acquired under the conditions and within the limits provided
for by Article L. 22-10-62 of the French Commercial Code.
4. Maximum proportion of share capital, maximum number,
characteristics and maximum purchase price of shares and maximum
monetary amount allocated to the program
As of April 25, 2024, Kering's share capital
amounted to €493,683,112, divided into 123,420,778 shares.
The General Shareholders’ Meeting of April 25,
2024 set the maximum proportion of share capital that Kering may
hold at any time at 10% of the number of shares making up the share
capital, i.e., to date, a maximum of 12,342,077 shares. Given the
number of Kering treasury shares held as of April 25, 2024, Kering
could acquire 9.32% of its own shares.
The maximum purchase price set by the General
Shareholders’ Meeting is €700 per share, excluding acquisition
costs, bringing the total maximum amount allocated to the share
repurchase program to €8,639,453,900.
5. Term of the authorization to repurchase its own
shares
The term of the authorization to repurchase its
own shares is set at 18 months as from the General Shareholders’
Meeting of April 25, 2024, i.e., until October 25, 2025.
6. Overview of the use of the previous
authorizations to repurchase its own shares
Under the previous authorizations to repurchase
its own shares approved by the Ordinary General Meeting of July 6,
2021 (single resolution) and the General Shareholders’ Meeting of
April 28, 2022 (fifteenth resolution), the Company repurchased 2.6
million shares between August 25, 2021 and December 15, 2022. These
buybacks have been made under the share buyback program announced
on August 25, 2021, and completed on December 15, 2022 with the aim
of repurchasing up to 2.0% of the Group's share capital over a
24-month period.In 2023, Kering did not carry out any share
buybacks, except under the liquidity agreement. The 650,000 shares
repurchased as part of the last installment of the previous program
were cancelled during the fiscal year.
7. Liquidity agreement
Kering entered into a liquidity agreement that
came into force on February 13, 2019 for a 12-month period and was
renewed every year by tacit agreement. This liquidity agreement
complies with the regulations relating to liquidity agreements and
with the Professional Code of Conduct established by the
Association Française des Marchés Financiers (AMAFI), approved by
the Autorité des marchés financiers.An amendment to that agreement
came into force on July 1, 2021, providing for the resources in the
liquidity account to be reduced by €25 million. As a result, there
was €25 million in the liquidity account on July 1, 2021.
8. Open positions on derivative products
As of April 25, 2024, Kering did not hold any
call options on its shares.
***
In accordance with Article 241-2, II of the
General Regulations of the Autorité des marchés financiers, during
the implementation of the share buyback program, any significant
change in any of the information listed in paragraphs 3, 4 and 5
above will be brought to the public’s attention as soon as possible
in accordance with the procedures set out in Article 221-3 of such
General Regulations.
About Kering
A global Luxury group, Kering manages the
development of a series of renowned Houses in Fashion, Leather
Goods and Jewelry: Gucci, Saint Laurent, Bottega Veneta,
Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, DoDo,
Qeelin and Ginori 1735, as well as Kering Eyewear and Kering
Beauté. By placing creativity at the heart of its strategy, Kering
enables its Houses to set new limits in terms of their creative
expression while crafting tomorrow’s Luxury in a sustainable and
responsible way. We capture these beliefs in our signature:
“Empowering Imagination”. In 2023, Kering had 49,000 employees and
revenue of €19.6 billion.
Contacts
PressEmilie
Gargatte +33
(0)1 45 64 61
20 emilie.gargatte@kering.comMarie
de
Montreynaud +33
(0)1 45 64 62
53 marie.demontreynaud@kering.com
Analysts/investorsClaire Roblet
+33
(0)1 45 64 61
49 claire.roblet@kering.comJulien
Brosillon
+33
(0)1 45 64 62
30 julien.brosillon@kering.com
- Kering - Press release - Description of the Share Buyback
Program - April 25, 2024
Grafico Azioni Kering (BIT:KER)
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Da Dic 2024 a Gen 2025
Grafico Azioni Kering (BIT:KER)
Storico
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