Societe Generale: Description of the share buyback programme subject to the authorisation of the ordinary General Assembly da...
11 Mayo 2021 - 10:55AM
Societe Generale: Description of the share buyback programme
subject to the authorisation of the ordinary General Assembly dated
18 May 2021
DESCRIPTION OF THE SHARE BUYBACK
PROGRAMME SUBJECT
TO THE
AUTHORISATION OF THE ORDINARY
GENERAL
MEETING DATED
18
MAY
2021
Regulated information
11th May 2021
This description is drawn up in accordance with
the provisions of Articles 241-1 and 241-2 I of the General
Regulation of the French Financial Markets Authority (Autorité des
marches financiers).
1. Date of the
General Meeting called to
authorise the share buyback
programme
The authorisation for the Company to buy its own
shares will be proposed to the ordinary General Meeting dated 18
May 2021.
2. Breakdown by
objectives of the securities held
As at 10th May 2021, at midnight (Paris time),
the allocation of the shares held directly by the Company is as
follows:
Cancellation |
0 |
Allocation to employees and company officers |
2 944 182 |
Exercise of rights attached to securities |
0 |
External growth |
0 |
Liquidity agreement |
33 500 |
3. Purposes of the
share buyback
programme
Societe Generale contemplates renewing its
authorisation to buy its own shares so it can:
- grant, cover and honour any free
shares allocation plan, employee savings plan and any form of
allocation for the benefit of employees and company officers of the
Company or affiliated companies under the conditions defined by the
applicable legal and regulatory provisions;
- cancel them, in accordance with the
terms of the authorisation of the combined General Meeting dated 19
May 2020 in its 26th resolution;
- deliver shares upon the exercise of
rights attached to securities giving access to the Company’s share
capital;
- hold and subsequently deliver
shares as payment or exchange as part of Group’s external growth
transactions;
- allow an investment services
provider to trade in the Company’s shares as part of a liquidity
agreement compliant with the regulations of the French Financial
Markets Authority (Autorité des Marchés Financiers).
4. Maximum amount
allocated to the share buyback
programme, maximum number and
characteristics of the securities, maximum purchase
price
The resolution proposed to the General Meeting
provides that Societe Generale could purchase its ordinary shares
for an amount of up to 5% of the share capital at the completion
date of these purchases, reminded that, in accordance with the law,
the number of shares held after these buybacks may not exceed, at
any time, 10% of the share capital.
Within the framework of the share buyback
programme subject to the authorisation of the General Meeting and
given the actual share capital, the Company could purchase a
theoretical maximum number of 42,668,574 shares representing 5% of
the share capital.
The maximum purchase price would be set at EUR
75 per share, i.e. a potential maximum amount allocated to the
programme of EUR 3,200,143,050. This maximum amount is likely to
change in case of operations with impacts on the share capital.
5. Duration of the
share buyback
programme
It is proposed to the ordinary General Meeting
dated 18 May 2021 to set the duration of the authorisation for the
Company to buy its own shares at 18 months from the date of the
General Meeting.
6. Prudential
requirements, including
the recommendation of the
European Central Bank
The Board of Directors will ensure that the
execution of these buybacks will be carried out in accordance with
prudential requirements defined by the regulation.
Until 30 September 2021, as long as the European
Central Bank recommendation dated 15 December 2020 (BCE/2020/62)
will apply, Societe Generale will not buy back shares with the
purpose of shares cancellation in order to remunerate shareholders.
During this period and in accordance with prudential requirements
as well as European Central Bank authorisation, Societe Generale
may buy back shares for other purposes, including share buybacks in
order to cover and honour free shares allocation plan for the
benefit of employees or company officers.
During the 4th quarter 2021, Societe Generale
plans to perform share buybacks, including share buybacks for the
purpose of shares cancellation in order to remunerate shareholders
up to an amount equivalent to dividend amount (about EUR 470
million) if the European Central Bank has not renewed its
recommendation and subject to its approval.
Press contacts:
Jean-Baptiste Froville_+33 1 58 98 68 00_
jean-baptiste.froville@socgen.comCorentin
Henry_+33 1 58 98 01
75_corentin.henry@socgen.com
- Description of the share buyback programme 2021
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