Pursuant to articles 241-1 and following of the general Regulations of the Autorité des marchés financiers, the present description is to indicate the objectives and the terms of the repurchase program by the company Fermentalg (the ” Company “) of its own shares, which was subject to the authorization of the mixed general meeting of shareholders, convened for June 22, 2017, and implemented by decision of the Board of directors on the same date.
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The Board wishes that the Company continues to have a share buyback program. To this end, it has been proposed to the ordinary and extraordinary general meeting of the shareholders of the Company convened on June 22, 2017 to allow, as every year, through the vote of the eleventh resolution, the implementation of a new share repurchase program, in accordance with the provisions of articles L. 225-209 and following of the French commercial Code, european Regulation (EU) n°596/2014 of the 136 April 2014 and delegated regulations adopted for its application, in the general Regulations of the Autorité des marchés financiers and the market practice accepted by the latter. In accordance with the eleventh resolution adopted by the general assembly of shareholders of June 22, 2017, this permission was deprived of effect, for the unused portion and the unexpired, and replaces the authorization granted by the mixed general meeting of 28 June 2016 in its 9th resolution.
The purchases, disposals, transfers or exchanges of shares may be made at any time but not during a public offering period, by all means, in compliance with the regulations in force, on one or several occasions, on the market, off-market, otc, in whole or in part, by blocks, by public offers to purchase or exchange shares, through optional mechanisms or derivative instruments, either directly, or indirectly through the intermediary of an investment services provider.
The Company’s shares are admitted to trading on the regulated market Euronext Paris.
I. Date of the ordinary and extraordinary general meeting having authorized the share buyback program
The new share repurchase program was authorized June 22, 2017 by the decision of the ordinary and extraordinary general meeting of the shareholders of the Company.
II.Number of securities and proportion of capital held by the Company
To may 31, 2017, the total number of preference shares held directly or indirectly by the Company is 49 497 shares, representing 0.41% of the share capital of the Company.
III.Distribution by objective of the shares held by the Company
To may 31, 2017, the entirety of shares held in own by the Company are within the framework of the liquidity contract concluded on 16 April 2014 between the Company and the brokerage company Gilbert Dupont.
IV.Objectives of the share buyback program
The Company intends to renew its authorization to buy back shares for the purpose of :
to promote the liquidity of transactions and regularity of quotations of securities of the Company or to avoid offsets of courses that are not justified by the trend of the market in the framework of a liquidity contract concluded with an investment services provider acting with full independence, in accordance with the conditions and procedures laid down by the regulations and the practices of market accepted, in particular, the decisions of the Autorité des Marchés Financiers on 22 march 2005 and October 1, 2008, and in accordance with the charter of ethics ASSOCIATION) of the march 8, 2011, recognized by the Amf as a market practice accepted as of the date of march 21, 2011 ;
deliver shares upon the exercise of rights attached to securities giving right, immediately or at term, by reimbursement, conversion, exchange, presentation of a warrant or in any other manner to the allocation of shares of the Company, as well as carry out all hedging transactions in connection with the issuance of plans of options or of securities giving access to the capital, in the conditions provided by market authorities and at such times as the Board of directors ;
conservation and the delivery of shares of the Company as exchange or payment in the context of any external growth transactions, merger, spin-off or contribution in accordance with the applicable legal and regulatory provisions and in compliance with the market practices admitted by the Autorité des Marchés Financiers ;
to cancel, totally or partially, the shares so acquired by way of reduction of share capital (particularly to optimize cash management, return on equity or earnings per share), subject to the adoption of the twenty-first resolution submitted to this general meeting acting in its extraordinary form ;
implement any plan of allocation of free shares of the Company for the benefit of the members of the salaried personnel and/or corporate ofcers of the Company and of related companies, within the limit of a maximum number of 1.000.000 ordinary shares of the Company, and in any event within the limit of 10 % of the share capital as at the date of the decision of their allocation by the Board of directors ; and
implement any market practice that would come to be authorized by the AMF and, more generally, to conduct all operations in accordance with the legal and regulatory provisions in force.
V. maximum Amount allocated to the share repurchase program, maximum number and characteristics of securities, maximum purchase price
The resolution own to the general meeting of June 22, 2017, provides that the Company may acquire its shares in one or several times in the legal limit on a stock of shares representing 10% of the registered capital after such redemptions. It is specified that the number of shares acquired with a view to their conservation and subsequent delivery in payment or exchange as part of a merger, spin-off or contribution may not exceed 5% of the share capital of the Company on the same date.
As A guide, to may 31, 2017, in consideration of the securities held at that date, and the possibility of holding a stock of shares representing up to 10% of the share capital, the Company may acquire 1 159 455 shares.
The maximum purchase price would be set at 24 euros per share, representing a maximum potential allocated to the programme from 27 826 918 euros.
The securities the Company proposes to acquire are exclusively shares.
The board of directors of the Company will ensure that the execution of such repurchases to be conducted in compliance with the prudential requirements as laid down by the regulation.
VI.Duration of the buyback program
The authorisation to buy back and sale of own shares by the Company has been granted by the ordinary general meeting of shareholders of the Company dated June 22, 2017 for a period of 18 months starting from the date of the general meeting referred to above.
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