Kering: Description of the Share Buy-Back Program to Be Authorized by the General Meeting on April 24, 2019

This Description if a free translation of the French original "Descriptif du programme de rachat".

The original French version of this Description is available on our website at www.kering.com

Regulatory News:

Kering (Paris:KER):

I. Legal Framework Date of the General Meeting of Shareholders called to authorize the share buy-back program

Pursuant to Articles L. 225-209 et seq. of the French Commercial Code and the provisions of Commission Regulation (EC) No. 596 2014 of April 16, 2014, the purpose of this program description is to describe the objectives and the terms of the Kering share buy-back program subject to the authorization of the General Meeting on April 24, 2019.

II. Breakdown by objective of shares held as of the date of publication of this share buy-back program description

As of April 24, 2019, the Company hold 603 406 own shares.

No shares held to be granted to employees under bonus shares plans nor to be granted under stock purchase options plans.

III. Open positions on derivatives products

		Open positions as of April 23, 2019 *
		Open positions for purchase				Open positions for sale
		Call options purchased		Forward purchases		Call options sold		Forward sales
Number of securities		None		None		None		None
Maximum average maturity (1)		n/a		n/a		n/a		n/a
Average exercise price		n/a		n/a		n/a		n/a

⁽¹⁾ The previous share buy-back program is closed as of April 24, 2019.

The open positions comprise the outstanding forward purchases and sales and the call options not exercised.

IV. Objectives of the hare buy-back program and allocation of shares purchased

Kering intention is to make use of the possibility to acquire it own shares, with the following objectives:

• ensure liquidity or to maintain an active secondary share market, using an investment-services provider acting independently under the terms of a liquidity contract complying with the Ethics Charter recognized by the AMF; or
• use all or some of the shares acquired to cover stock purchase option plans or free share plans, to allot shares under the French statutory profit-sharing scheme and to set up company or Group savings plans for Group employees and corporate officers, and to transfer or allocate shares to them as defined in the legislation; or
• enable investment or financing by tendering shares either in a transaction aimed at external growth (a merger, demerger or contribution), or by issuing securities giving access to the Company's capital through redemption, conversion, exchange, presentation of a warrant or negotiation in any other way; or
• cancel the shares acquired pursuant to the authorization given by the Ordinary Shareholders' Meeting held on April 24, 2019.

V. Proportion of share capital, number of shares and purchase price

• Maximum percentage of share capital that may be purchased

Maximum percentage of the share capital and maximum number of shares of Kering that may be purchased: 10% of the share capital (i.e., 12,627,932 shares as of April 24, 2019).

• Maximum purchase price

Maximum purchase price: €580 per share. It should be noted that this price may be adjusted in case of transactions affecting the share capital, notably by way of capitalization of profits or reserves, allocation of shares without consideration to all shareholders, stock-split or reverse stock-split. Based on a €580 maximum purchase price, the amount to be invested for share buy-backs is set by the General Meeting at €7,324,200,560.

• Implementation of the program

Implementation of the program: share purchases, sales and transfers may be carried out by any method allowed under the applicable laws and regulations, including through the use of derivative instruments and by means of a block purchase or transfer of shares. The share buybacks may be carried out at any time, including during public offers for Company shares, in accordance with applicable laws and regulations.

VI. Duration of the share buy-back program

Share buy-back program duration and schedule: eighteen months as from the date of adoption of resolution by the Ordinary General Meeting, i.e., up to October 24, 2020).

The Ordinary General Meeting gives the Board of Directors full powers, with the possibility to sub-delegate such powers, to carry out these transactions, to determine their final terms and conditions, to enter into all agreements and to complete all formalities.

About Kering

A global Luxury group, Kering manages the development of a series of renowned Houses in Fashion, Leather Goods, Jewelry and Watches: Gucci, Saint Laurent, Bottega Veneta, Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, DoDo, Qeelin, Ulysse Nardin, Girard-Perregaux, as well as Kering Eyewear. 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 2018, Kering had nearly 35,000 employees and revenue of €13.7 billion.

www.kering.com
Twitter: @KeringGroup
LinkedIn: Kering
Instagram: @kering_official
YouTube: KeringGroup

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