Dassault Aviation: Description of share buyback program authorized
2021
DASSAULT AVIATION
French société
anonyme with a share capital of EUR
66,789,624
Registered office: 9, Rond-Point des
Champs-Elysées Marcel Dassault
75008 PARIS
Registered on the Paris Trade and Company
Register
under number 712 042
456
Description of the share buyback
program
authorized by the Annual Ordinary and
Extraordinary General Meeting
of May 11, 2021
In accordance with the provisions of European
Regulation (EU) No 596/2014 of April 16, 2014, and with articles
241-1 to 241-7 of the General Regulation of the French Financial
Markets Authority, this description sets out the objectives, terms
and conditions of the share buyback program of Dassault Aviation
(the “Company”), a proposal which was authorized by the Annual
Ordinary and Extraordinary General Meeting of May 11, 2021.
Dassault Aviation, a major player in the
aeronautic industry, both at a European and International level, is
the only Group in the world capable of conceiving, producing,
realizing and supporting fighter aircraft, political independence
instruments, and business jets, instruments for both work and
economic development.
In 2020, Dassault Aviation Group’s adjusted
turnover reached EUR 5,5 billion, with an adjusted net income of
EUR 396 million.
Dassault Aviation’s shares are listed on the
Euronext regulated market in Paris (segment A) under DSS. ISIN
Code: FR0000121725.
I. General Meeting at which the
buyback program was authorized – the legal framework
This buyback program, which complies with
articles L. 22-10-62 and following of the French Commercial Code,
was authorized by the Annual Ordinary and Extraordinary General
Meeting of May 11, 2021 (fourteenth resolution).
This resolution sets forth that as from the date
of the next Board Meeting that will decide to implement this new
buyback program, it terminates with respect to the unused portion
of the share buyback program authorized by the Annual General
Meeting of May 12, 2020.
The redeemed shares under this new buyback
program will be deprived of voting and dividend rights while they
are held by Dassault Aviation.
II. Number of shares and percentage
of the share capital held by the Company
As of June 30, 2021, the capital of the Company
consists of 8,348,703 shares.
At that time, the Company holds 31,013 of its
own shares, representing 0.37% of its share capital.
III. Allocation of own shares held
by the Company by purpose of own shares held by the
Company
The 31,013 own shares held by the Company were
allocated for the dual purpose of attribution of performance shares
and setting up of liquidity contract (meeting of the Board of
Directors of November 28, 2014).
IV. Purposes of the buyback
program
Dassault Aviation envisages repurchasing, or
arranging for the repurchase of, its shares, for the following
purposes:
- Canceling shares in order to increase the return on equity and
earnings per share, subject to the adoption of the sixteenth
resolution,
- Stimulating market activity or increasing the liquidity of
Dassault Aviation shares through an investment service provider
using a liquidity contract on shares that meets the acceptability
requirements defined by the AMF (Autorité des Marchés Financiers —
French Financial Markets Authority) in its ruling no. 2018-01
of July 2, 2018, which establishes liquidity contracts on
shares as an accepted market practice that is compliant with the
ethics charter recognized by the AMF,
- Transferring or allocating shares to employees and corporate
officers of the Company and/or associated companies according to
the terms and conditions set out in law, especially the exercising
of stock options, allocating existing shares, or transferring
and/or subscribing for existing shares as part of an employee stock
ownership scheme,
- Retaining shares equal to up to 5% of the share capital for
subsequent use, to provide them as payment or in exchange,
including as part of any external growth transactions,
- Remitting shares upon exercise of rights attached to debt
securities that can be converted into Dassault Aviation shares,
- Implementing any market practice that may be recognized by law
or by the AMF.
V. Maximum proportion of share
capital, maximum number of shares that may be purchased pursuant to
the share buyback program
The maximum proportion of the Company’s share
capital capable of being bought back as approved by the Annual
Ordinary and Extraordinary General Meeting of May 11, 2021 within
the framework of the new share buyback program, is 10% of the total
number of shares comprising the share capital of the Company (the
10% limit applying to an amount of the share capital that will be
adjusted to take into account transactions on its capital), which,
based on the total share capital of 8,348,703 shares as of May 11,
2021, amounts to 834,870 own shares (rounded down).
Dassault Aviation reserves the right to
implement the entire authorized program.
As provided under the provisions of article L.
22-10-62 of the French Code de Commerce, Dassault Aviation may at
no time, directly or indirectly, hold own shares representing more
than 10% of the Company’s total share capital.
VI. Maximum purchase price and
maximum amount of funds allocated to the buyback
The maximum purchase price of the shares was
fixed at the Annual Ordinary and Extraordinary General Meeting of
May 11, 2021, at EUR 1,400 per share, excluding acquisition
charges, subject to relevant adjustments linked to dealings with
the Company’s share capital, including through capitalization of
reserves and the allotment of bonus shares and/or a stock split or
reverse stock split.
Based on a maximum number of shares that can be
held, representing 10% of the Company’s share capital as of May 11,
2021, which amounts to a maximum number of 834,870 shares; the
maximum theoretical investment allocated for buybacks, based on the
maximum authorized purchase price of EUR 1,400 per share, amounts
to EUR 1,168,818,000 (fourteenth resolution).
VII. Terms and conditions of the
buyback
Within the limits imposed by regulations, shares
can be purchased, sold, exchanged or transferred by any means, on
any market (regulated or not), on a multilateral trading facility
(MTF), via a systematic internalizer, or over-the-counter through a
buyback of a block of shares or otherwise, any time that the Board
of Directors or the person acting on his behalf so decide, in
accordance with the provisions provided by law.
The words “any means” set out in the paragraph
above includes the use of available cash as well as the use of all
derivative financial instruments, including the use of options or
warrants, without any particular limit.
These transactions may take place at any time,
in accordance with current legislation.
Authorization by the General Meeting does not
restrict the parts of the program that may be executed through the
acquisition of block shares.
VIII. Duration of the buyback
program and of the cancellation of shares
- This authorization
is valid for a period of eighteen (18) months from the date of the
Annual Ordinary and Extraordinary General Meeting of May 11, 2021.
It shall enter into force as of the date of the meeting of the
Board of Directors which approves the entry into force of this new
share buyback program.
It will terminate on November 12, 2022.
- In accordance with
article L. 22-10-62 of the French Commercial Code, the acquired
shares may only be cancelled up to a maximum of 10% of the share
capital of the Company over a 24-month period.
* * * * *
During the implementation of the share buyback
program, any significant alteration of any of the information
mentioned above will, as soon as possible, be made available to the
public according to the terms and conditions specified in article
221-3 of the General Regulation of the French Financial Markets
Authority.
- Description of share buyback program autorized by GM 11 May
2021
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