2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 95 MANAGEMENT REPORT BOURBON Corporation and its shareholders 3 7.3 TRANSACTIONS ON COMPANY STOCK 7.3.1 Stock buyback program Portion of the capital held bythe Companyand breakdown byobjective for holding the Company’s treasuryshares At December 31, 2017, the Company held 127,140 treasury shares, representing 0.16% of the capital. Objective for holding treasury shares Number of shares held at year-end Purchase value (in € thousands) Par value (in € thousands) Stimulation of the market by an investment service provider 66,772 462 42 Hedging stock options or other employee shareholding systems 60,368 729 38 External expansion operations None - - Hedging securities giving access to the capital None - - Cancelation None - - TOTAL 127,140 1,191 80 Transactions made bythe Companyon treasury shares during the year, byacquisition, disposal or transfer At December 31, 2017, BOURBON Corporation held 127,140 shares, including 66,772 via CM-CIC Securities, an investment service provider responsible for market stimulation under the AMAFI charter, in the context of its management of the liquidity contract. As part of this liquidity contract, 698,286 shares were thus acquired at an average purchase price of €9.07, while 678,522 shares were sold at an average price of €8.98. These transactions did not incur any dealing costs. It is also noted that no derivative products were used to conduct these transactions and that no put or call position was open on December 31, 2017. Description of the share buyback program proposed to the Combined Shareholders’ Meeting on May30, 2018 The Shareholders’ Meeting, ruling under the conditions of majority and quorum required for Ordinary General Meetings and in the light of the report of the Board of Directors, authorizes the Board for a period of eighteen months, as provided for under Articles L. 225- 209 et seq . of the French Commercial Code, to proceed with the purchase, on one or more occasions and at any periods it chooses, of the Company’s shares, within the limit of 5% of the overall number of shares composing the share capital, this ceiling being adjusted where necessary to take into account possible increases or reductions in the capital in the course of the program. This authorization puts an end to that granted to the Board by the Shareholders’ Meeting of May 23, 2017 in its 16 th ordinary resolution. The shares may be purchased for any purpose permitted by law, including: 3 stimulating the secondary market or maintaining the liquidity of BOURBON Corporation hares through an investment service provider under a liquidity contract in accordance with the AMAFI Code of professional practice as approved by the French Financial Markets Authority; 3 holding shares to cover stock option plans and/or bonus share allotment plans (or similar plans), for the benefit of employees and/or representatives of the Group, and to allow allotments of shares within the scope of a company or group savings plan (or similar plan) or as part of employee participation in the results of the Company and/or any other form of share allotment to employees and/or corporate officers of the Group; 3 the possible canceling of the shares thus acquired, subject to the authorization to be granted by the shareholders at this Shareholders’ Meeting in its sixteenth extraordinary resolution. These share purchases may be made by any means, including acquisition of blocks of shares, at such times as the Board may choose. The Company reserves the right to use options and derivatives within the bounds of applicable regulations. The maximum purchase price is fixed at €23 per share. In the event of any transaction affecting the capital, notably stock splits, consolidation of shares or allocation of bonus shares, the above- mentioned sum will be adjusted proportionally (multiplication coefficient equal to ratio between the number of shares forming the capital prior to the transaction and the number of shares following the transaction). The ceiling for the operation is thus fixed at €89,124,080. The General Meeting grants full powers to the Board of Directors, which may delegate those powers, to proceed with these operations, to fix the terms and conditions thereof, to enter into any agreements and to satisfy all formalities. As at December 31, 2017, the Company had free reserves of €684,409 thousand. By law, the amount of the program cannot be higher than this figure until the closure of the parent company financial statements for the current year.
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