ADP // 2021 Universal Registration Document
CAP I TAL AND SHAREHOLD I NG STRUCTURE
ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND STATUTORY PROVISIONS
IMPLEMENTATION OF THE CURRENT PROGRAMME On 24 March 2021, the Board of Directors decided to implement the share buyback programme authorised by the General Meeting of Shareholders under the liquidity agreement between Aéroports de Paris and an investment service provider, i.e. Rothschild & Cie Banque. The sum of €30 million was, subject to the restrictions resulting from the applicable regulations, allocated to the objective of the promotion of the secondary market or the liquidity of the Aéroports de Paris share by an investment service provider acting in accordance with the rules of the Financial Markets Authority (AMF) and the market practices accepted in its decision No. 2018 01 of 2 July 2018.
On 16 February 2022, the Board of Directors authorised the repurchase of ADP shares by any means, on one or more occasions, on the markets or over-the-counter (including through participation in an accelerated procedure for the creation of an order book implemented by Royal Schiphol Group to sell its 8% stake in the Company’s share capital) up to a maximum of 7,916,648 ADP shares (excluding shares bought back under the aforementioned implementation of the liquidity contract), under the conditions provided for under the programme authorised by the shareholders on 11 May 2021, at a maximum price of €210 (excluding acquisition costs) within the limit of a total amount of €1.1 billion (for the entire buyback programme, including the shares acquired under the liquidity contract), with a view to their allocation to the objectives set out in the said authorisation and delegating all powers to the Chairman and Chief Executive Officer for the implementation of the buyback.
Transactions relating to treasury shares carried out within the framework of the liquidity contract between 31 December 2020 and 31 December 2021
Valuation (in euros)
Number of shares 16,200 317,383 320,583 13,000
Average price (in euros)
Cumulative gross flows
€163.5308 €110.3234
€2,649,198.58 €35,014,769.16 €35,422,222.67 €1,408,004.54
Number of shares at 31 December 2020
Purchases
Sales
€110.4931
€108.3080
Number of shares at 31 December 2021
No operation has been carried out within the framework of the share buyback programme through the use of a derivative product.
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Description of the share buyback programme submitted for approval to the General Meeting of Shareholders scheduled for 17 May 2022 At its meeting of 30 March 2022, the Board of Directors submitted for the approval of the General Meeting of Shareholders of 17 May 2022 a resolution to renew the authorisation granted to the Board of Directors to decide on the implementation of a share buyback programme to trade in the Company’s shares. Pursuant to articles L. 225-210 et seq. And L. 22-10-62 et seq. of the French Commercial Code, European Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“MAR Regulation”) and Delegated Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing the MAR Regulation, and articles 241-1 et seq. of the General Regulation of the AMF ( Autorité des marchés financiers ), the Company thus submits to a shareholder vote the share buyback programme described below. Maximum portion of the share capital that may be repurchased by the Company: 10% of the shares comprising the share capital of the Company (for information purposes, 9,896,060 shares as of 30 March 2022) at the date of the repurchase; the total number of shares held on a given date may not exceed 10% of the Company’s share capital on the same date. Objectives of the programme ◆ stimulation of the secondary market or the liquidity of the ADP share by an investment services provider acting independently under a liquidity contract in accordance with the market practices accepted by the AMF;
◆ the allocation or sale of shares to employees, as their participation in the benefits of the Company’s expansion or the implementation of any company or group savings plan (or equivalent plan) under the conditions set forth by the law and in particular articles L. 3332-1 et seq. of the French Labour Code; ◆ grant free shares to employees in accordance with the provisions of articles L. 225-197-1 of the French Commercial Code; ◆ in general, to honour obligations related to stock option programmes or other allocations of shares to employees or corporate officers of the Company or an associate; ◆ the implementation of any Company stock option plan under the provisions of articles L. 225-177 et seq. and article L. 22 10-56 of the French Commercial Code, or any similar plan; or ◆ the cancellation of all or part of the shares thus bought, subject to authorisation to reduce the share capital granted by the Extraordinary General Meeting; or ◆ the remittance of shares when exercising rights attached to securities giving access to the capital by redemption, conversion, exchange, presentation of a bond or in any other manner; ◆ retain and subsequently deliver shares (as payment, exchange, contribution or other) as part of external growth, merger, spin off or contribution transactions; ◆ allow the Company to trade in the Company’s shares for any other purpose authorised or that may come to be authorised by the law or regulations in force as well as the implementation of any market practice that may come to be accepted by the Autorité des marchés financiers .
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1
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