Description of the Share Buyback Program Approved by the Combined Ordinary and Extraordinary General Meeting of Shareholders on May 25, 2022
LIMOGES, France, May 25, 2022–(BUSINESS WIRE)–Regulatory news:
Legrand (Paris:LR) is the global specialist in electrical and digital building infrastructure. Its comprehensive offering of solutions for the commercial, industrial and residential markets makes it a benchmark for customers around the world. The Group captures technological and societal trends with a sustainable impact on buildings with the aim of improving life by transforming living, working and meeting spaces with electrical, digital infrastructures and simple, innovative and sustainable connected solutions. Based on an approach involving all teams and stakeholders, Legrand is pursuing its strategy of profitable and responsible growth, driven by acquisitions and innovation, with a steady flow of new offers, including products at higher high value in use (more buoyant segments: datacenters, energy efficiency offers and programs). Legrand achieved a turnover of 7.0 billion euros in 2021. The company is listed on Euronext Paris and is notably part of the CAC 40 and CAC 40 ESG indices. (ISIN code FR0010307819). https://www.legrandgroup.com
Legrand’s Board of Directors (“the Company“) met on May 25, 2022 and decided to set up a share buyback program as authorized by the Combined General Meeting of May 25, 2022.
Drawn up in accordance with articles 241-1 et seq. of the general regulations of the Autorité des marchés financiers, this description is intended to specify the objectives and terms of the Legrand share buyback program set up by the Board of Directors. of Legrand met on May 25, 2022 (“the share buyback program“), in accordance with the authorization given by the aforementioned General Meeting of Shareholders.
I. Number of shares and percentage of share capital held by the Company
As of May 23, 2022, the Company’s share capital consisted of 266,817,746 shares.
On the same date, the Company held 550,060 of its own shares.
II. Breakdown by destination of securities held by the Company
On May 23, 2022, the 550,060 treasury shares held by the Company were allocated by destination as follows:
– 89,830 shares are allocated to a liquidity contract in accordance with the Code of Ethics recognized by the Autorité des marchés financiers (Financial Markets Authority) and is entered into with an independent investment services provider, and
– 465,230 shares are allocated to the implementation of any performance share plans under the provisions of Articles L. 225-197-1 and after. and L.22-10-59 and L.22-10-60 of the Commercial Code.
III. Objectives of the new share buyback program
Legrand plans to buy back or have its own shares bought back in order to:
ensure the liquidity and active functioning of the Company’s share market through an investment services provider, acting under a liquidity contract in accordance with the regulations in force,
implement (i) any Company stock option plan in accordance with Articles L.225-177 and following. of the French Commercial Code or any other similar plan, (ii) any employee shareholding operation reserved for members of a company or group savings plan in accordance with Articles L.3332-1 and following. of the Labor Code or providing for free allocations of shares in matching contribution and/or replacing the discount according to the applicable legal and regulatory provisions, (iii) free allocations of shares in application of Articles L.225-197-1 and following.L.22-10-59 and L.22-10-60 of the French Commercial Code, and to carry out all hedging transactions relating to these transactions, when the Board of Directors or the person acting on behalf of the Board of Directors deems it appropriate, (iv) the allocation of shares to employees and/or corporate officers of the Company or the Group under the applicable legal and regulatory conditions,
the retention and subsequent delivery of shares by way of exchange or payment in the context of external growth, merger, demerger or contribution in kind transactions, insofar as the number of shares acquired by the Company with a view to their retention and subsequent use in payment or in exchange for a merger, demerger or contribution in kind may not exceed 5% of the Company’s share capital,
the delivery of shares upon the exercise of rights attached to securities giving access, immediately or in the future, to shares of the Company, by reimbursement, conversion, exchange, presentation of a voucher or in any other way,
cancel all or part of the shares thus bought back, subject to the adoption of the seventeenth resolution submitted by the combined general meeting of shareholders of the Company on May 25, 2022, or
implement any other practices that may be authorized or recognized by law or by the Autorité des Marchés Financiers (Financial Markets Authority), or pursuing any other objective in accordance with the applicable regulations.
IV. Limitation of the percentage of capital that may be acquired and maximum number of securities that may be purchased under the Share Buyback Program, types of securities that may be acquired under the Share Buyback Program, maximum price and conditions of purchase
1. Maximum percentage of share capital that the Company may acquire and maximum number of securities that may be purchased under the Share Buyback Program
The limit of the portion of the share capital that can be bought back under the Share Buyback Program is set at 10% of the total number of shares representing the share capital on the date of the Combined General Meeting of shareholders of May 25 2022, it being specified that, when shares are purchased to ensure the market liquidity of Legrand shares under the conditions described above, the number taken into account for the calculation of this 10% limit will be the number of shares purchased minus the number of shares resold during the duration of the share buyback program.
In accordance with the provisions of articles L.22-10-62 and following. and L.225-210 and following. of the French Commercial Code, the number of shares that Legrand may hold, directly or indirectly, at any time, may not exceed 10% of the total number of shares making up the Company’s share capital on the date in question.
2. Types of securities likely to be acquired under the Share Buyback Program
The only securities likely to be acquired under this program are Legrand shares. The shares purchased and held by the Company will be deprived of their voting rights and will not give right to the dividend.
3. Maximum purchase price
The maximum price paid for purchases may not exceed 150 euros per Company share under the Share Buyback Program (excluding purchase costs) or the equivalent of this amount in any other currency or monetary unit established by reference to several currencies on the same date, insofar as this price will be adjusted if necessary according to capital transactions, in particular incorporation of reserves, free allocation of shares and/or division or consolidation of shares.
The maximum amount authorized for the implementation of the Share Buyback Program is 2 billion euros (or the equivalent of this amount in any other currency or monetary unit established by reference to several currencies on the same date) .
4. Terms and conditions of purchase
The acquisition, disposal, 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 legal and regulatory provisions, outside 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 internalisers or by way of over-the-counter transactions, transfers en bloc, of public offers, by the use of any financial instrument, derivative product, in particular by the implementation of optional 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 capital by conversion, exchange, redemption, exercise of a warrant or in any other way, directly or indirectly through a service provider s of investment.
V. Duration of the share buyback program
The Share Buyback Program will be implemented for a period of eighteen months from the authorization given by the Combined General Meeting of shareholders of May 25, 2022, i.e. until November 26, 2023 at the latest.
VI. Investment services provider
Implementation of the share buyback program
The Company will appoint an investment services provider acting independently to assist it in the implementation of the Share Buyback Programme.
As part of an agreement signed on August 3, 2020, Legrand entrusted Exane with the implementation of a Legrand liquidity contract aimed at promoting the liquidity of the Legrand share and ensuring greater regularity. Exchanges. This contract complies with the decision of the Autorité des marchés financiers (AMF) n°2018-01 of July 2, 2018 relating to the introduction of equity liquidity contracts as an accepted market practice and the standard contract of the French Association of Financial Markets (AMAFI) of January 15, 2019.
The total amount of this liquidity contract is €20 million as of May 23, 2022.
VII. Transactions carried out under the previous share buyback program
The Combined General Meeting of May 26, 2021 authorized the Board of Directors to implement, with the option of subdelegation, a share buyback program for a period of eighteen months. A detailed description of the program set up by the Board of Directors on May 26, 2021 within the framework of the authorization mentioned above is published on the Company’s website.
The Company has not used derivative products.
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During the Share Buyback Program, any significant modification of any of the above information will be brought to the attention of the public as soon as possible in accordance with the provisions of Article 221-3 of the General Regulations of the Authority. financial markets. (Financial Markets Authority).
The reader is invited to verify the authenticity of Legrand press releases with the CertiDox application. More information on www.certidox.com
A French anonimous society with a capital of 1,067,270,984 euros
Registered at 128, avenue du Maréchal de Lattre de Tassigny – 87000 Limoges, France
421 259 615 RCS Limoges
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