(authorized at the February 26, 2021 Annual General Meeting)
Elior Group (Paris:ELIOR):
I LEGAL FRAMEWORK OF THE SHARE BUYBACK PROGRAM
The share buyback program is governed by the applicable laws and regulations. It was authorized by the shareholders at the Annual General Meeting of Elior Group (the "Company") held on February 26, 2021 (the "AGM") in the terms published in the Notice of Meeting, as described below. The program will be put in place pursuant to a decision taken by the Company's Board of Directors following the Board meeting held after the AGM.
II PURPOSES OF THE SHARE BUYBACK PROGRAM
In accordance with the twelfth resolution adopted at the AGM, the share buyback program may be used for the following purposes:
- to cancel the purchased shares; or
- to hold shares in treasury for subsequent delivery in payment or exchange for external growth transactions, provided that the number of shares used for such transactions does not exceed 5% of the Company's capital; or
- to allocate shares on exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for shares of the Company; or
- to hedge the risks arising on the Company's obligations related to financial instruments, particularly the risk of fluctuations in the Elior Group share price; or
- to allocate shares for the implementation of (i) stock option plans, (ii) free share plans, (iii) employee share ownership plans in operations complying with Articles L.3331-1 et seq. of the French Labor Code, and/or (iv) grants of shares to employees and/or officers of the Company or of any related entities; or
- to maintain a liquid market for the Company's shares under a liquidity contract entered into with an investment services provider that complies with the practices authorized by the applicable regulations; or
- more generally, to carry out any transactions or market practices currently authorized or that may be authorized in the future by the applicable laws and regulations or by the Autorité des Marchés Financiers.
The Company may use derivatives for the purpose of implementing the share buyback program, except in relation to transactions carried out under the liquidity contract.
In accordance with the applicable laws and regulations, including stock exchange disclosure requirements, the Company reserves the right to (i) reallocate the purchased shares from one authorized purpose of the program to one or more other authorized purpose(s), or (ii) sell the purchased shares either on or off-market through an investment services provider acting independently under a liquidity contract
III TERMS AND CONDITIONS OF THE SHARE BUYBACK PROGRAM
Maximum proportion of the Company's capital: the shares purchased under the buyback program may not represent more than 10% of the Company's capital, determined based on the number of shares making up the Company's capital at the date of the buyback(s).
When shares are bought back for the purpose of maintaining a liquid market in the Company's shares, the number of shares taken into account in order to calculate the cap of 10% of the Company's capital corresponds to the number of shares purchased less the number of shares sold during the authorization period.
As the program provides for the possibility of using derivatives to carry out the share buybacks, any Elior Group shares that the Company may acquire through the exercise of call options will be included immediately as of the purchase (rather than the exercise) of the call options for the purpose of calculating the maximum number of shares that may be acquired during the eighteen-month validity period of the buyback program.
Type of shares that may be bought back: ordinary shares of the Company with a par value of €0.01 each.
Maximum per-share purchase price: €10.
Maximum amount that may be invested in the program: €174,000,000.
The acquisition cost of any derivatives that the Company may use for the purpose of the program will be included in the maximum authorized amount of the program at the time the derivatives are put in place. The amount corresponding to the price of any Company shares acquired on the exercise of call options will only be included when the options are exercised.
Any sums allocated for the purpose of the liquidity contract will be included in the maximum authorized amount of the program.
Duration of the buyback program: 18 months (from February 26, 2021 to August 25, 2022).
As specified in Article 241-2 (Book II) of the General Regulations of the Autorité des Marchés Financiers, in accordance with Article 221-3 of said Regulations, any material changes during the buyback program to any of the information set out above will be publicly disclosed as promptly as possible.
About Elior Group
Founded in 1991, Elior Group is one of the world's leading operators in contract catering and support services, and a benchmark player in the business industry, education, health welfare and leisure markets. With strong positions in 6 countries, the Group generated €3,967 million in revenue in fiscal 2019-2020.
Our 105,000 employees feed over 5 million people on a daily basis in 23,500 restaurants on three continents and offer services at 2,300 sites in France.
Innovation and social responsibility are at the core of the Group's business model. Elior Group has been a member of the United Nations Global Compact since 2004 and reached GC Advanced Level in 2015.
To find out more, visit our website at http://www.eliorgroup.com
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