ANTALIS INTERNATIONAL : Description of the share buyback programme 2017-2018

This description is prepared in accordance with the provisions of article 241-2 of the general regulations of the Autorité des marchés financiers

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The shares concerned by the buyback program are the actions Antalis International admitted to trading in compartment B of the regulated market of Euronext in Paris under ISIN code n° FR0013258589.

Legal framework of share buyback program

This share repurchase program is part of the framework of the applicable legal and regulatory provisions and the authorisation granted to the board of directors by the shareholder of the company on 11 may 2017.

The implementation of this program is the result of a deliberation of the board of directors of the company dated as of June 7, 2017.

Objectives of the share buyback program

The objectives of this buyback program are the following :

the cancellation of all or part of the shares thus repurchased, by way of a capital reduction within the limits provided by law and in accordance with the authorization given to that effect by the shareholder of the company on 11 may 2017
the implementation of the stock option plans or other allocations of shares to employees and corporate officers of the group (stock options, participation of employees, allotment of free shares and any other form of allocation of shares),
the implementation or the compliance of obligations related to the issuance of securities giving access to the share capital of the company,
their conservation, for the delivery of shares for exchange or payment in the framework of external growth transactions initiated by the company, within the limit of 5% of the number of shares comprising the share capital of the company,
the animation of the secondary market or the liquidity of the stock Antalis International by an investment services provider within the framework of a liquidity agreement that complies with an ethics charter recognized by the Autorité des marchés financiers,
the implementation of any market practice which might be accepted by the Autorité des marchés financiers, and more generally that any operation conform to the regulations in force.
Terms and conditions of the share repurchase program

The maximum share capital that the company may acquire is limited to 10 % of the total number of shares composing the share capital, that is 7 100 000 shares on the basis of the number of shares existing at the date of this description. Given the current maximum purchase of 20 euros as authorized by a decision of the shareholder of the company on may 11, 2017, this would represent a notional investment maximum of 142 000 000 euros.

In accordance with the law, when shares are repurchased to promote the liquidity of the securities of the company, the number of shares taken into account for the calculation of the 10% limit corresponds to the number of shares purchased, after deduction of the number of shares resold during the duration of the program.

The shares may at any time, in the respect and limits of the regulations in force, including during a public offering period, be acquired, sold, exchanged or transferred, whether on the market, otc or otherwise, by any means, and in particular by transfers of blocks, options or by the use of any derivative product.

In pursuance of the provisions of article L. 225-210 of the French commercial code, the value of all the shares that the company would have will not be greater than the amount of the reserves, other than the legal reserve contained in the last statements approved by the board of directors.

This share repurchase program, which was authorized by the shareholder to the company on may 11, 2017 for a period of 18 months, will end at the latest on November 10, 2018.

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