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242 2014 Registration Document
Information about the Company and the capital
7
Information on the capital
■
allot or exchange shares, upon the exercise of rights attached to
securities giving access to share capital,
■
keep shares and subsequently use them as payment or as
exchange within the scope of acquisitions, mergers, demergers or
contributions, and under the limits set by the applicable regulations,
■
cancel shares, subject to the approval by the Shareholders’
General Meeting of the tenth resolution, according to the terms
and conditions stated therein or any other similar authorization, or
■
engage in any market making activities that may be recognized
by law or the French Financial Markets Authority (
Autorité des
Marchés Financiers
).
The purchase, sale or transfer of shares may be carried out and paid
for by any means, on one or more occasions, on the open market or
through a private transaction, including the use of option mechanisms,
derivatives – in particular the purchase of call options – or securities
giving a right to shares of the Company, under the terms set forth by
the market authorities. Moreover, the maximum portion of capital that
can be transferred as blocks of securities may extend to the entire
share buyback programme.
The Company may not use the authority granted by the Shareholders’
Meeting of April 15, 2014 and continue to implement its share buyback
programme in the event of a tender offer involving shares or other
securities issued or initiated by the Company;
5.
maximum percentage of capital, maximum number and characteristics
of the shares the Company intends to acquire and maximum purchase
price:
The maximum purchase price per share is €45 and the maximum
number of shares that may be purchased is 65,649,919 (
i.e.
approximately 10% of the capital at December 31, 2013). The total
amount that the Company may use to buy back its own shares may
not exceed €2,954,246,355.
Given that the Company already held 6,078,894 treasury stock at
March 31, 2014,
i.e.
0.84% of share capital as of that date, the
maximum number of shares that may be purchased under this
authorization is 65,649,919;
6.
term of the buyback programme:
18 months from April 15, 2014 pursuant to the authorization granted
at the Shareholders’ Meeting of April 15, 2014,
i.e.
until October 15,
2015;
Total gross flows
Open positions on the day of the programme description’s publication
Purchases Sales/Transfers
Open purchase position
Open sale position
Number of shares
4,128,000
197,055
Call options
purchased
Forward
purchases
Call options
sold Forward sales
Average maximum maturity
1,200 days
546 days
Average transaction price
26.36
24.13
Average exercise price
29.91
25.184
Amount
108,814,080 101,274,937
2014 ALLOCATION OF OPTIONS
No options were granted in 2014.
7.
transactions carried out by way of acquisition, disposal or transfer under the previous buyback programme
Percentage of capital held directly and indirectly by the Company
(in shares + as percentage)
at the beginning of the previous programme on April 23, 2013
6,147,949/0.87%
Number of shares cancelled over the past 24 months
Number of shares held at March 31, 2014
(in shares + as a percentage)
6,078,894/0.84%
Gross book value of the portfolio
174,780,218
Market value of the portfolio
170,786,527