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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I – Number of securities and proportion of capital held directly or indirectly by the company
At April 30, 2017, the number of shares held by the company, directly or indirectly, amounts to 269 106, representing 0,41 % of the share capital.
II – Breakdown by objectives of capital securities held as at April 30, 2017
The treasury shares referred to above are the result of all of the implementation of the liquidity contract set up by Sequana with the company Oddo et Cie and are to this day assigned to the operations aimed to ensure the liquidity of the negotiations of the action Sequana on the regulated market of Euronext Paris through this agreement, and the regularity of quotations of the action Sequana. Depending on the circumstances, this assignment may be changed, within the limits provided by the regulations, to enable any of the operations referred to in § IV relative to the objectives of the new buyback program.
III – Date of the general meeting of shareholders called to authorise the new share buyback program
Authorization of redemption by the company of its own shares will be submitted to the mixed general meeting of June 6, 2017, in its 18th resolution.
IV – Objectives of the new buyback program
The shares acquired in the framework of this share buyback program will be :
– with a view to their cancellation by way of a capital reduction within the limits prescribed by the law ;
– for the implementation or the coverage of 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) ;
– in order to implement or to honour obligations related to the issuance of securities giving access to capital ;
– within the limit of 5 % of the share capital, for the purposes of the preserve and remit them in exchange or as payment, particularly in the context of external growth transactions initiated by the company, by way of public offer or otherwise ;
in order to ensure liquidity and lead the market of the action Sequana by an investment services provider through a liquidity agreement that complies with an ethics charter recognized by the Autorité des marchés financiers ;
– to implement 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.
V – maximum Share of capital, maximum number and characteristics of securities, maximum purchase price
This program concerns the shares of the company Sequana (ISIN FR 0011352590) listed on the regulated market of Euronext Paris, Compartment C. The maximum percentage of redemption proposed to the assembly meeting of June 6, 2017 is 10 % of the total number of shares comprising the share capital at the date of completion of the purchase. Given the number of shares comprising the share capital at that date and without taking into account shares already held, this limit represents 6 518 336 shares, or by considering the maximum purchase price allowed, a theoretical maximum amount of 65 183 360.
The maximum purchase price is set at 10 per share.
VI – Duration of the program
It is proposed to the general meeting of 6 June 2017 to set the maximum duration of the share buyback programme eighteen months from the authorization granted by the shareholders ‘ meeting, to expire in any event on the date of the general meeting called to approve the financial statements for the year ended December 31, 2017.
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