Aéroports de Paris - 2019 Universal registration document
OPERATIONS WITH RELATED PARTIES
ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND PROVISIONS OF THE ARTICLES OF ASSOCIATION
PROFIT FORECASTS
ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES
COMPENSATION AND BENEFITS OF CORPORATE OFFICERS
FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES
SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION
MAIN SHAREHOLDERS
FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2019
MATERIAL CONTRACTS
The shares bought back and held by Aéroports de Paris will be deprived of their voting rights and will not give any entitlement to dividend payments. The purchase, sale or transfer of the shares may occur within the limits authorised by the provisions of the applicable laws and regulations, and by all means excluding the sale of put options, on one or more occasions, on regulated markets, multilateral trading systems or over the counter, including by the purchase or sale of blocks, public share purchase, sale or exchange offer, use of options or other financial instruments negotiated on a regulated market or over the counter or by delivery of shares subsequent to the issuing of securities giving access to the Company’s capital by way of conversion, exchange, redemption, exercising of warrants or in any other way, whether directly or indirectly via an investment services provider (without limiting the portion of the buyback programme which may be made in this way). Share buyback programmes in force The Board of Directors’ Meeting of 27 March 2019 implemented the share buyback programmes authorised by the General Meeting of Shareholders on 4 May 2018 (between 1 January and 20 May 2019) and on 20 May 2019 (between 21 May and 31 December 2019) as part of the liquidity contract signed with Rothschild & Cie Banque, in compliance with AMF decision 2018-01 on the establishment of liquidity contracts as a market practice accepted by the AMF, applicable on 1 January 2019. The maximum purchase price per share for the liquidity contract is €255, excluding acquisition costs. The sum of €35 million was assigned by the Board of Directors to the liquidity account. The maximum purchase price per share for the share buyback programme in place at 31 December 2019 was €255, excluding acquisition costs, under the liquidity contract, and €210, excluding acquisition costs, for other transactions in the share buyback programme. The maximum amount that the Company can allocate to the share buyback programme cannot exceed €550 million. Summary of transactions relating to treasury shares carried out by the Company during financial year 2019 As at 31 December 2019, Aéroports de Paris did not hold any treasury shares. The contract liquidity account had a credit balance of €17,510,310.00, the budget of €35 million authorised by the Board had not been fully called upon at that stage. As at that date, no position was open, with regard to buying or selling, within the framework of the share buyback programme.
Pursuant to article 225-211 of the French Commercial Code and article 241- 2 of the General Regulations of the AMF, the Company presents below a description of the share buyback programme. Maximum share of the capital available for buyback by the Company: 5% of the number of shares making up the Company capital (on an indicative basis 4,948,030 shares as of 31 December 2019) on the date of purchase; the total number of shares held on a given date cannot exceed 10% of the existing Company capital on the same date. The Company can, within the framework of the authorisation, acquire shares up to a maximum purchase price per share equal to €255, excluding acquisition costs, under the liquidity contract, and equal to €210, excluding acquisition costs, for other transactions in the programme. The total amount allocated for executing the programme is €550 million. Duration of the programme: 18 months from 20 May 2019, or until 20 November 2020. Objectives of the programme ◆ Influencing the secondary market or liquidity of Aéroports de Paris shares through a liquidity contract with an independent investment services provider, in accordance with the code of conduct recognised by the AMF; ◆ Allotting or selling shares to employees as part of the profit-sharing scheme or the implementation of any employee savings plan of the company or the group in accordance with the conditions stipulated by law; ◆ Implementing the company stock option purchase plan in accordance with the provisions of articles L. 225-177 et seq. of the French Commercial Code or any similar plan; ◆ Allocating free shares to employees under the provisions of articles L. 225-197-1 of the French Commercial Code; ◆ Cancelling the shares thus acquired, subject to authorisation by an Extraordinary General Meeting to reduce the share capital; ◆ Delivering shares on the exercising of rights attached to securities giving access to capital by way of redemption, conversion, exchange, presentation of a warrant or in any other way; ◆ Holding and delivering shares (by way of payment, exchange or contribution) as part of external growth transactions, mergers, spin- offs or contributions; ◆ Enabling the Company to conclude transactions for any authorised purpose or any purpose such as may become authorised by law or applicable regulations.
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/ / TRANSACTIONS RELATING TO TREASURY SHARES CARRIED OUT WITHIN THE FRAMEWORK OF THE LIQUIDITY CONTRACT BETWEEN 20 MAY 2019 AND 31 DECEMBER 2019
Value (in euros)
Number of shares
Average price (in euros)
Cumulative gross flows
Number of shares at 20 May 2019
18,750 193,143 211,893
162,0493 163,4061 163,4668
3,038,424.38 31,560,744.37 34,637,470.65
Purchases
Sales
Number of shares at 31 December 2019
0
0
0
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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AÉROPORTS DE PARIS ® UNIVERSAL REGISTRATION DOCUMENT 2019
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