EXEL industries - 2019 Universal Registration Document

Information on the c Company and its share capital

Capital and Shareholders

7.2.5 Share repurchase program

Authorizations to purchase treasury shares In light of regulations in force and in accordancewith Article c L.225-209 of the French Commercial Code and Commission Regulation (EC) No. c 2273/2003 of September c 22, 2003, and the Information Memorandum, the Annual General Meeting of February c 7, 2019 granted the Board of Directors an authorization for a period of 18 c months from the date of this meeting to purchase Company shares in accordance with the following terms and conditions: These share buybacks may be carried out in accordance with the limits provided for by laws and regulations applicable at the time of said transactions and in accordance with the purposes and procedures set forth below: The maximum number of shares purchased by the Company under this authorization may not exceed 10% of its current share capital. These shares may be acquired on one or more occasions and through any means for the following purposes: „ market-making or share liquidity services provided by an Investment Service Provider through a liquidity agreement in compliance with the conduct of business rules recognized by the French securities market regulator, the AMF;

„ purchasing shares to be retained for future use for payment or exchange in connection with possible acquisitions; „ the cancellation of all or part of shares thus acquired; „ employee stock option plans (or other share grants to employees) or for debt securities convertible into shares. These shares may be acquired, sold or transferred by any means, on or o ff market, including involving the use of any derivative fi nancial instruments. The entire share repurchase program may be carried out through block trades. The maximum purchase price may not exceed €220 per share, subject to adjustments linked to corporate actions that may be implemented. In a scenario involving the purchase of 5% of the shares, the maximum amount paid would be €74.7 c million. Shares thus purchased may be held, sold or transferred. In connection with the objective of assuring an orderly market for its shares, the Company made use of this authorization to repurchase shares and on September c 30, 2019, held 1,969 of said shares.

At September c 30, 2019 EXEL Industries sold and purchased a certain number of its own shares for the purpose of ensuring the liquidity and an orderly market for its shares:

Number of shares on 09/30/2018

1,401

Number of shares repurchased in the fi scal year ended 09/30/2019

15,181

Shares were purchased at an average price of

€62.39

Number of shares sold in the fi scal year ended 09/30/2019

14,613

7

Shares were sold at an average price of

€59.86

Number of treasury securities held at 09/30/2019

1,969

Furthermore, an authorization was submitted for approval to the next Annual Ordinary General Meeting on March c 12, 2020. Once approved by the shareholders, this authorization will cancel and supersede the authorization granted by the Annual Ordinary General Meeting of February c 7, 2019. An Information Memorandum on this share repurchase program has been made available on the websites of both the AMF and EXEL Industries.

Authorizations to increase the issuer’s capital and issue securities

Nominal and maximum amount

Authorizations in force used in fi scal year 2018/2019

Term of validity and exercise of securities

Extraordinary General Meeting ESM of 02/07/2018

Preferential subscription rights

Delegations of authority given to the Board of Directors

Term of the authorization*

1. Capital increase (issuance of shares for cash, capitalization of reserves or share premiums, the exchange of securities, bonus share issues, exercise of warrants) 2. Capital increase through the issuance of shares or other securities

With

€80 c M 26 c months

None

None

With

€80 c M 26 c months

None

None

3. Capital increase reserved for employees None * As these authorizations were granted to the Board of Directors for a period of validity of 26 ƭ months, a new EGM will be held at the end of this term to proceed, if necessary, with their renewal. With None 26 c months None

EXEL Industries Group I 2019 Universal Registration Document

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