Kering: Description of the Share Buy-Back Programme to Be Authorised by the Ordinary General Meeting on April 26, 2018

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 Ordinary General Meeting on April 26, 2018.

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

As of April 26, 2018, 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 25, 2018 *

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 26, 2018.

* 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 Ordinary Shareholders’ Meeting held on April 26, 2018.

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 26, 2018).

  • Maximum purchase price

Maximum purchase price: €480 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 €480 maximum purchase price, the amount to be invested for share buy-backs is set by the Ordinary General Meeting at €6,061,407,360.

  • 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 Ordinary General Meeting, i.e., up to October 26, 2019).

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.

* * *

Contacts

Kering

Contacts

Kering