The 4th resolution renews the authorization granted to the Board, for a term of 18 months, to allow the Company to buy back its own shares (including under a liquidity contract). The objectives of the share buyback program are detailed below in the 4th resolution and the buyback program description included in the 2020 Universal Registration Document available on the Company’s website, www.airliquide.com prior to the General Meeting.
In 2020, the buyback program resulted in the purchase of 365,000 shares, representing 0.08% of the capital at December 31, 2019. The Company did not proceed to any share cancellation. Over the past ten years, share buybacks have represented on average less than 0.5% per year.
Additionally, under the liquidity contract: 696,899 shares were purchased and 690,899 were sold. As of December 31, 2020,11,000 shares were held under the liquidity contract.
As of December 31, 2020, the Company directly owned 1,278,830 shares,1,113,830 shares assigned to the objective of implementation of any performance share plans and 165,000 shares assigned to the objective of cancellation. These shares represent 0.27% of the Company’s share capital. They do not have any voting rights and their related dividends are allocated to retained earnings.
The authorization referred to in the 4th resolution provides that the maximum purchase price is set at 200 euros per share and the maximum number of shares that can be bought back is limited to 10% of the total number of shares comprising the share capital as of December 31, 2020, i.e. 47,366,072 shares, for a maximum total amount of 9,473,214,400 euros.
In keeping with previous practices, the Board of Directors intends to use this authorization for the purpose employee share ownership transactions, notably for the purpose of performance share plans in favor of employees and Executive Officers. Subject to the approval of the 14th resolution, treasury shares may also be canceled to offset, in the long term, the dilutive impact resulting from capital increases relating to employee share ownership transactions. The Board also intends to maintain the liquidity contract in place, in accordance with AMF regulations.
As in previous years, the resolution stipulates that the authorization does not apply during takeover bid periods.
(Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, in accordance with articles L. 22-10-62 et seq. of the French Commercial Code and the directly applicable provisions of European Commission Regulation No. 596/2014 of April 16, 2014, authorize the Board of Directors to allow the Company to repurchase its own shares in order to:
The shareholders set the maximum purchase price at 200 euros (excluding acquisition costs) per share with a par value of 5.50 euros and the maximum number of shares that can be bought back at 10% of the total number of shares comprising the share capital at December 31, 2020, i.e. 47,366,072 shares with a par value of 5.50 euros, for a maximum total amount of 9,473,214,400 euros, subject to the legal limits.
These shares may be purchased at any time, excluding the periods for takeover bids on the Company’s share capital, on one or more occasions and by all available means, either on or off a stock exchange, over-the-counter, including the purchase of blocks of shares, or through the use of derivative financial instruments, and, if applicable, by all third parties acting on behalf of the Company, under the conditions stipulated in the provisions of the final paragraph of article L. 225-206 of the French Commercial Code.
Shares bought back may be commuted, assigned or transferred in any manner on or off a stock exchange or over-the-counter, including the sale of blocks of shares, in accordance with the applicable regulations.
Dividends on treasury shares held by the Company shall be allocated to retained earnings.
This authorization is granted for a period of 18 months starting from the date of this General Meeting. It shall be valid as of the date of the Board of Directors meeting called to decide on the implementation of the share buy-back program and, at the latest, as of November 4, 2021. With effect from this date, it supersedes the authorization granted by the fourth resolution of the Ordinary General Meeting of May 5, 2020 with respect to the non-utilized portion of such authorization.
The shareholders give full powers to the Board of Directors, with the possibility of sub-delegating such powers, to implement this authorization, place orders for trades, enter into all agreements, perform all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary for the execution of any of the Board’s decisions made in connection with this authorization.
The Board of Directors shall inform the shareholders of any transactions performed in light of this authorization in accordance with applicable regulations.
