Post-closing transactions

Between 1 January 2020 and 28 February 2020, the Company acquired 1,165,271 treasury shares for an average unit value of €11.6703, and sold 1,527,180 shares for an average unit value of €11.5366.

7.3.2.3 Description of the new share buyback programme to be submitted for approval at the Combined Shareholders’ Meeting to be held on 7 May 2020

Pursuant to Article 241-2 et seq. of the AMF general regulations and Article L. 451-3 of the French Monetary and Financial Code, and in accordance with EU regulations, the following is a description of the share buyback programme that will be submitted to the Ordinary and Extraordinary Shareholders’ Meeting to be held on 7 May 2020 for approval.

Objectives of the new share buyback programme

Under the share buyback programme, shares will be bought back for the following purposes:

• to allow them to be delivered when exercising rights attached to securities granting access to the capital by redemption, conversion, exchange, presentation of a warrant or otherwise and to implement all hedging transactions for the obligations of the Company or one of its subsidiaries related to those securities;
• to allow them to be allotted or transferred to employees or former employees of the Company, on the terms and conditions provided for by law, in particular as their share of the Company’s profits, or by way of bonus shares or any offers reserved for employees;
• to provide liquidity under a liquidity contract;
• to allow them to be delivered following the exercise of rights attached to securities granting access to the Company’s capital and to implement all hedging transactions for the obligations of the Company or one of its subsidiaries;
• to allow them to be cancelled, provided that the shareholders adopt the 19^th extraordinary resolution submitted to them at the Shareholders’ Meeting of 16 May 2019;
• to allow them to be retained and subsequently delivered in connection with external growth transactions, contributions, mergers or demergers;
• more generally, to carry out any transaction that is or may become authorised under the regulations in force, or falling within the scope of market practice accepted by the AMF;
• to reduce the capital by cancelling them.

Duration of the share buyback programme

The share buyback programme may be implemented for a period of 18 months, as of the Shareholders’ Meeting of 7 May 2020.

Maximum percentage of capital, maximum number and characteristics of the shares that the Company wishes to buy back and maximum purchase price

The maximum percentage of capital that may be bought back under this programme is 10% of the total number of shares making up the capital (or 5% for shares acquired with a view to their retention and subsequent delivery in payment or in exchange as part of an external growth transaction), it being noted that whenever shares are bought back to provide liquidity under a liquidity contract, the 10% threshold will be calculated using the number of shares purchased, as reduced by the number of shares resold during the validity period of the authorisation.

Under no circumstances may the Company hold, directly or indirectly, more than 10%of its capital.

The maximum purchase price of shares under this resolution is €20 per share and the total amount of funds that may be allocated to the implementation of this share buyback programme may not exceed €2 billion.