French société anonyme with a share capital of EUR 63,161,449.60 Registered office: 9, Rond-Point des Champs-élysées - Marcel Dassault 75008 PARIS Registered on the Paris Trade and Company Register under number 712 042 456
Description of the share buyback authorization decided by the Combined General Meeting of May 16, 2024
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 authorization of Dassault Aviation (the “Company”), this authorization having been decided by the Combined General Meeting of May 16, 2024.
Saint-Cloud, July 23, 2024,
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 2023, Dassault Aviation Group’s adjusted turnover reached EUR 4.8 billion, with an adjusted net income of EUR 886 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.
I. General Meeting at which the buyback authorization was given – Legal framework
This buyback authorization, which complies with articles L. 22-10-62 and following of the French Commercial Code, was decided by the Combined General Meeting of May 16, 2024 (fourteenth resolution).
This new authorization implemented by the Board of Directors held on July 23, 2024, has terminated the unused portion of the authorization previously decided by the General Meeting of May 16, 2023.
The redeemed shares under this new buyback authorization will be deprived of voting and dividend rights so long as they are held by Dassault Aviation.
II. Number of shares and percentage of the share capital held by the Company
As of July 23, 2024, the capital of the Company consists of 78,951,812 shares.
At that time, the Company holds 554,786 of its own shares, representing 0.70% of its share capital.
III. Allocation by purpose of own shares held by the Company
About those 554,786 own shares held by the Company,
- 198,535 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),
- 356,251 own shares held by the Company have been allocated for the purpose of cancelation of shares (meeting of the Board of Directors of July 23, 2024).
IV. Purposes of the buyback authorization
Dassault Aviation envisages repurchasing, or arranging for the repurchase of, its shares, for the following purposes:
Canceling shares in order to increase the return on equity and earnings per share,
Transferring or allocating shares to employees and corporate officers of the Company and/or affiliated companies according to the terms and conditions set out in law, especially the exercising of stock options, allocating existing free shares, or transferring and/or subscribing for existing shares as part of an employee stock ownership scheme,
Stimulating market activity or increasing the liquidity of Dassault Aviation shares through an investment service provider using a liquidity contract on shares that meets the acceptability requirements defined by the AMF (Autorité des Marchés Financiers — French Financial Markets Authority) in its ruling no. 2021-01 of June 22, 2021, which establishes liquidity contracts on shares as an accepted market practice that is compliant with the Code of ethics recognized by the AMF,
Retaining shares equal to up to 5% of the share capital for subsequent use, to provide them as payment or in exchange, including as part of any external growth transactions,
Remitting shares upon exercise of rights attached to debt securities that can be converted into Dassault Aviation shares,
Implementing any market practice that may be recognized by law or by the AMF.
V. Maximum proportion of share capital, maximum number of shares that may be purchased pursuant to the new share buyback authorization
The maximum proportion of the Company’s share capital capable of being bought back as approved by the Combined General Meeting of May 16, 2024 within the framework of the new share buyback authorization, 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 78,951,812 shares as of May 16, 2024, amounts to 7,895,181 own shares.
Dassault Aviation reserves the right to use the entire authorization.
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 its share capital.
VI. Maximum purchase price and maximum amount of funds allocated to the buyback
The maximum purchase price of the shares was fixed by the Combined General Meeting of May 16, 2024, at EUR 220 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, 2024, which amounts to a maximum number of 7,895,181 shares; the maximum theoretical investment allocated for buybacks, based on the maximum authorized purchase price of EUR 220 per share, amounts to EUR 1,736,939,820 (fourteenth resolution).
VII. Terms and conditions of the buyback
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.
VIII. Duration of the buyback authorization and of the cancellation of shares
- This authorization is valid for a period of eighteen (18) months from the Combined General Meeting of May 16, 2024. It has entered into force as of the meeting of the Board of Directors of July 23, 2024 which has approved the entry into force of this new share buyback authorization.
It will terminate on November 16, 2025.
- In accordance with article L. 22-10-62 of the French Commercial Code, the acquired shares may only be cancelled up to a maximum of 10% of the share capital of the Company over a 24-month period.
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During the implementation of the share buyback authorization, 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.
