Share buyback program

In accordance with the provisions of European Regulation No. 596/2014 of April 16, 2014 on market abuse, Articles 241-1 et seq of the General Regulations of the “Autorité des Marchés Financiers” and Articles L.225-209 and following the objectives and modalities of ESI Group’s share buyback program, as authorized by the Combined Annual General Meeting held on July 18, 2019 and implemented by the Board of Directors during its meeting held the same day.

This new program ends the previous one authorized by the Combined General Meeting of July 18, 2018.

• Shares concerned

Shares issued by ESI Group, listed on Euronext Paris (ISIN code FR0004110310).

• Objectives of the buyback program

1. stimulate the secondary market or the liquidity of ESI Group shares through a liquidity contract signed with an investment service provider and compliant with the AMAFI’s Code of Ethics dated September 23, 2008 and approved by the French Financial Markets Authority (AMF),
2. fulfill its share issue obligations, in accordance with the terms and conditions set forth by law, undertaken as part of the following:

• plans granting stock options for the purchase of existing shares by the Group’s employees or corporate officers,
• employee profit-sharing plans under which these shares would be granted to employees and/or corporate officers,
• free share grants to the Group’s employees and corporate officers,
• shares provided upon exercise of the rights attached to securities giving access to shares by any means, whether immediately or in the future, under the conditions set forth by the AMF and at any time deemed appropriate by the Board of Directors,

3. retain shares to subsequently use them in exchange or as payment for future business acquisitions,
4. cancel shares by a reduction in share capital.

• Maximum purchase price

The maximum purchase price is set at €60 per share.

The maximum amount that the company would be likely to pay under this share buyback program is set at €13,000,000.

• Buy-back terms and conditions

The shares may be purchased or retained at the discretion of the Board of Directors by any means by trading on or off the market, or on an over-the-counter market, on one or more occasions. All shares purchased under the authorized share buyback pro-gram may be acquired in the form of blocks of shares. Such transactions may be carried out at any time, including during public offering periods, in accordance with the regulations in force.

• Duration of the buy-back program

18 months from July 18, 2019, i.e. until January 17, 2021.

The Board of Directors will inform the shareholders in its management report of the acquisitions and disposals made in application of this authorization.

• Treasury shares held as of July 18, 2019  

As at July 18, 2019, the company held 393,509 shares representing 6.5% of its share capital, including 5151 shares via the AMAFI liquidity contract.

The Group favors an allocation of shares to cover employee share ownership plans and potential acquisitions.

• Maximum proportion of share capital

10% of the share capital (i.e. 601,789 shares to date), it being specified that this limit is assessed at the date of buy-backs in order to consider any capital increase or reduction that may occur during the program. The number of shares taken into account to calculate this limit corresponds to the number of shares purchased, less the number of shares resold during the program as part of the purpose of liquidity.

As the company cannot hold more than 10% of its share capital, considering the number of shares already held of 393,509 (i.e. 6.5% of the share capital), the maximum number of shares that may be purchased will be 208,280 shares (i.e. 3.5% of the share capital) unless to sell or cancel the shares already held.