Transaction in Own Shares • May 16, 2023
Transaction in Own Shares
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In accordance with the provisions of European Regulation (EU) No 596/2014 of April 16, 2014, and with articles 241-1 and following of the General Regulation of the French Financial Markets Authority, this description sets out the objectives, terms and conditions of the share buyback program of Dassault Aviation (the "Company"), this program having been authorized by the Combined General Meeting of May 16, 2023.
Saint-Cloud, May 16, 2023,
Dassault Aviation, a major player in the aeronautic industry, both at a European and International level, is the only Group in the world capable of conceiving, producing, realizing and supporting fighter aircraft, political independence instruments, and business jets, instruments for both work and economic development.
In 2022, Dassault Aviation Group's adjusted turnover reached EUR 6.9 billion, with an adjusted net income of EUR 830 million.
Dassault Aviation's shares are listed on the Euronext regulated market in Paris (segment A). They are eligible for the Deferred Settlement Service (SRD). ISIN Code: FR0014004L86.
This buyback program, which complies with articles L. 22-10-62 and following of the French Commercial Code, was authorized by the Combined General Meeting of May 16, 2023 (fifteenth resolution).
This autorization has terminated, as from the Board of Directors held on May 16, 2023 which decided to implement this new buyback program, the unused portion of the share buyback program previously authorized by the General Meeting of May 18, 2022.
The redeemed shares under this new buyback program will be deprived of voting and dividend rights while they are held by Dassault Aviation.
As of May 16, 2023, the capital of the Company consists of 83,077,958 shares.
At that time, the Company holds 798,245 of its own shares, representing 0.96% of its share capital.
About those 798,245 own shares held by the Company,
242,066 own shares held by the Company have been allocated for the dual purpose of attribution of performance shares and setting up of liquidity contract (meeting of the Board of Directors of November 28, 2014),
556,179 own shares held by the Company have been allocated for the purpose of cancelation of shares (meeting of the Board of Directors of May 16, 2023).
Dassault Aviation envisages repurchasing, or arranging for the repurchase of, its shares, for the following purposes:
The maximum proportion of the Company's share capital capable of being bought back as approved by the Combined General Meeting of May 16, 2023 within the framework of the new share buyback program, is 10% of the total number of shares comprising the share capital of the Company (the 10% limit applying to an amount of the share capital that will be adjusted to take into account transactions on its capital), which, based on the total share capital of 83,077,958 shares as of May 16, 2023, amounts to 8,307,795 own shares.
Dassault Aviation reserves the right to implement the entire authorized program.
As provided under the provisions of articles L. 22-10-62 and following of the French Commercial Code, Dassault Aviation may at no time, directly or indirectly, hold own shares representing more than 10% of the Company's total share capital.
The maximum purchase price of the shares was fixed by the Combined General Meeting of May 16, 2023, at EUR 200 per share, excluding acquisition charges, subject to relevant adjustments by the Board of Directors
linked to dealings with the Company's share capital, including through capitalization of reserves and the allotment of free shares and/or a stock split or reverse stock split.
Based on a maximum number of shares that can be held, representing 10% of the Company's share capital as of May 16, 2023, which amounts to a maximum number of 8 307 795 shares; the maximum theoretical investment allocated for buybacks, based on the maximum authorized purchase price of EUR 200 per share, amounts to EUR 1,661,559,000 (fifteenth resolution).
The acquisition, disposal, or transfer transactions described above may be carried out by any means permitted by current legislation and regulations, including within the framework of negotiated transactions.
The Company may not buy shares at a price that exceeds the higher of the last closing price after a transaction in which the Company did not take part or the highest ongoing independent bid on the trading platform where the purchase would take place.
It will terminate on November 16, 2024.
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During the implementation of the share buyback program, any significant alteration of any of the information mentioned above will, as soon as possible, be made available to the public according to the terms and conditions specified in article 221-3 of the General Regulation of the French Financial Markets Authority.
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