Kering: Description of the Share Buy-Back Programme to Be Authorised by the Combined General Meeting on April 27, 2017

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.

PARIS--()--Regulatory News:

Kering (Paris:KER):

I. Legal Framework – Date of the General Meeting of Shareholders called to authorise the share buy-back programme

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 programme description is to describe the objectives and the terms of the Kering share buy-back programme subject to the authorization of the Combined General Meeting on April 27, 2017.

This document is made available to shareholders on the Company's website.

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

As of April 27, 2017, the Company does not hold any 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 26, 2017 *

 
  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 programme is closed as of April 27, 2017.

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

IV. Objectives of the hare buy-back programme 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 recognised 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 Extraordinary Shareholders’ Meeting held on April 27, 2017.

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 27, 2017).

  • Maximum purchase price

Maximum purchase price: €320 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 €320 maximum purchase price, the amount to be invested for share buy-backs is set by the Ordinary General Meeting at €4,040,938,304.

  • Implementation of the programme

Implementation of the programme: 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 programme

Share buy-back programme duration and schedule: eighteen months as from the date of adoption of resolution by the Combined General Meeting, i.e., up to October 27, 2018).

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.

* * *

French Société Anonyme with capital of € 505 117 288
Head office: 40, rue de Sèvres – 75007 Paris
Registered with the Paris Companies Registry under number 552 075 020 Paris

Contacts

Kering

Contacts

Kering