| DESCRIPTION OF THE SHARE BUY-BACK PROGRAMME Please find below a description of the share buy-back programme that the General Meeting of 21 June 2016 has been called to approve. In accordance with the provisions of Articles 241-1 et seq. of the General Regulations of the Autorité des Marchés Financiers, and European Regulation no. 2273/2003 of 22 December 2003, the aim of this document is to describe the purpose and the terms of the programme for the repurchase by the Company of its own shares. Breakdown by objective of the shares held by the Company As at 31 May 2016, the Company’s capital is made up of 28,318,182 shares, 175,587 of which are own shares, i.e. 0.62% being allocated entirely to the implementation of the stock option plan and the granting of free shares. Aims of the new share buy-back programme The aims of the buy-back programme are as follows: (i) to implement any Company stock option plans in accordance with the provisions of Articles 225-177 et seq. of the French Commercial Code; (ii) to allocate shares to employees based on their participation in profits generated by the expansion of business and to implement any company saving plans, in accordance with the provisions laid down by the law, in particular Articles L. 3332-1 et seq. of the French Labour Code; (iii) to allocate, free-of-charge, shares in accordance with the provisions of Articles 225-197-1 et seq. of the French Commercial Code; (iv) to retain shares with a view to using them at a later stage as a means of payment or exchange in external growth transactions; (v) to deliver shares upon the exercise of rights attached to transferable securities giving access to the Company's capital by redemption, conversion, exchange, presentation of a warrant or any other manner; (vi) to cancel all or part of the shares, as part of the reduction of share capital, subject to the adoption of the tenth resolution by the General Meeting; (vii) to maintain the liquidity or stimulate the secondary market of the Marie Brizard Wine & Spirits share through an investment service provider as part of a liquidity agreement complying with the code of good practice recognised by the Autorité des Marchés Financiers; and (viii) to implement all market practices that may be accepted by the Autorité des Marchés Financiers and, more generally, to carry out any operations complying with the regulations in force. Maximum share of the capital, maximum number, characteristics and maximum purchase price of shares to be acquired The number of own shares held directly or indirectly by the Company on 31 May 2016 is 175,587, representing 0.62% of the share capital. The maximum number of shares that can therefore be repurchased is 2,656,231, which is 9.38% of the share capital; the number of shares which may be repurchased is up to 10% of the share capital if the Company sells or uses its own shares held before the date of the General Meeting. The maximum purchase price per share is thirty-four (€34) euros. Therefore, based on the current share capital, the maximum theoretical amount that the Company would have to pay, if the maximum purchase price per share is thirty-four (€34) euros, would be ninety-six million, two hundred, eighty-one thousand, eight hundred twelve (€96,281,812) euros, if the maximum number of 2,831,818 shares are purchased. Duration of the buy-back programme The duration of the buy-back programme is eighteen (18) months from the date of the General Meeting called to approve the programme, i.e. until 20 December 2017. | |
