Legrand: Description of the Share Buyback Program Approved by the Combined Ordinary and Extraordinary General Meeting of Shareholders on May 27, 2025
The Board of Directors of
Established in accordance with articles 241-1 and following of the General Regulation of the
I. Number of shares and percentage of share capital held by the Company
On
At the same date, the Company held 580,409 of its own shares.
II. Allocation by purpose of securities held by the Company
On
- 48,750 shares are allocated to a liquidity agreement that complies with the Code of Ethics recognized by the
- 531,659 shares are allocated to the implementation of any performance share plans under the provisions of articles L. 225-197-1 and seq. and L.
III. Purposes of the new Share Buyback Program
- ensuring the liquidity and active operation of the market in Company shares through an investment service provider, acting under a liquidity agreement in accordance with market practices recognized by the Autorité des Marchés Financiers,
-
implementing (i) any Company stock option plans in accordance with Articles L.225-177 et seq. of the French Commercial Code or any other similar plans, (ii) any employee share ownership transactions reserved for members of a Company or Group savings plan in accordance with Articles L.3332-1 et seq. of the French Labor Code or providing for free share awards as a Company contribution and/or in substitution for the discount according to applicable laws and regulations, (iii) free share awards pursuant to Articles L.225-197-1 et seq., L.
22-10-59 and L.22-10-60 of the French Commercial Code, and carry out any hedging transactions relating to those transactions, at such times as the Board of Directors or the person acting on behalf of the Board of Directors deems appropriate, (iv) awards of shares to employees and/or company officers of the Company or the Group according to applicable laws and regulations, - holding and subsequently transferring shares by way of exchange or payment in the context of external growth transactions, merger, demerger, or contribution in kind, inasmuch as the number of shares acquired by the Company with a view to holding and using them at a later date as payment for or in exchange for a merger, demerger, or contribution in kind may not exceed 5% of the Company’s share capital,
- delivering shares on the exercise of rights attached to securities providing immediate or future access to the Company’s shares, through redemption, conversion, exchange, presentation of a warrant, or in any other way,
-
canceling all or some of the shares thus purchased, subject to the adoption of the fourteenth resolution submitted by the Combined General Meeting of Shareholders of the Company on
May 27, 2025 , or -
carrying out any other practices as may be permitted or recognized by law or by the
French Financial Market Authority (Autorité des Marchés Financiers), or pursuing any other objective complying with applicable regulations.
IV. Limit on the percentage of share capital that may be acquired and maximum number of securities that may be purchased pursuant to the Share Buyback Program, types of securities that may be acquired under the Share Buyback Program, maximum price and terms of purchase
1. Maximum percentage of share capital that the Company may acquire and maximum number of securities that may be purchased pursuant to the Share Buyback Program
The limit on the portion of the share capital that may be repurchased under the Share Buyback Program is 10% of the total number of shares representing the share capital at the date of the Combined Ordinary and Extraordinary General Meeting of Shareholders held on
In accordance with the provision of articles L.
2. Types of securities that may be acquired under the Share Buyback Program
The only securities that may be acquired under this program are
3. Maximum purchase price
The maximum price paid for purchases may not exceed €150 per share of the Company under the Share Buyback Program (excluding purchase expenses) or the equivalent value of that amount in any other currency or currency unit established with reference to several currencies on the same date, inasmuch as this price will be adjusted as necessary to reflect capital transactions, in particular capitalization of reserves, free share awards and/or share splits or reverse splits.
The maximum amount allowed for the implementation of the Share Buyback Program is €2 billion (or the equivalent value of this amount in any other currency or currency unit established with reference to several currencies on the same date).
4. Terms and conditions of purchase
The acquisition, sale, transfer or exchange of shares may be carried out, directly or indirectly, in particular by any third party acting on behalf of the Company, at any time within the limits authorized by the legal and regulatory provisions, outside the periods of public offers on the Company's securities, on one or more occasions and by any means, on any market, off-market, including with systematic internalizers or by means of over-the-counter transactions, block transfers, public offers, by the use of any financial instrument, derivative product, in particular by the implementation of option mechanisms, such as the purchase and sale of call or put options or by the delivery of shares following the issue of securities giving access to the Company's share capital by conversion, exchange, redemption, exercise of a warrant or in any other way, either directly or indirectly through an investment services provider.
V. Duration of the Share Buyback Program
The Share Buyback Program shall be implemented for a period of eighteen months from the authorization granted by the Combined Ordinary and Extraordinary General Meeting of Shareholders on
VI. Investment service provider
Implementation of the Share Buyback Program
The Company will appoint an investment service provider acting independently to assist it in implementing the Share Buyback Program.
Liquidity contract
Under an agreement signed on
The total amount of this liquidity agreement is €24,8 million on
VII. Transactions made under the previous share buyback program
The Combined Ordinary and Extraordinary General Meeting of
The Company did not make use of derivative products.
* * *
During the Share Buyback Program, any significant change in any of the information set forth above will be brought to the attention of the public as soon as possible in compliance with the provisions of article 221-3 of the General Regulations of the
A French société anonyme with capital of
Registered at 128, avenue
421 259 615 RCS Limoges
Readers are invited to verify the authenticity of
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