The 4th resolution renews the authorization granted to the Board of Directors, for a period 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 2023 Universal Registration Document available on the Company’s website, www.airliquide.com, prior to the General Meeting.
In 2023, the buyback program resulted in the purchase of 550,000 shares, representing 0.11% of the capital at December 31, 2022 and the cancellation of 120,000 shares. Over the past 10 years, share buybacks have represented on average less than 0.5% of the share capital per year.
Additionally, under the liquidity contract, 665,461 shares were purchased and 673,861 were sold in fiscal year 2023. As of December 31, 2023, 2,100 shares were held under the liquidity contract.
As of December 31, 2023, the Company directly owned 1,100,477 shares, fully assigned to the objective of implementation of any performance share plans. These shares represent 0.21% 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 300 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, 2023, i.e. 52,451,677 shares, for a maximum total amount of 15,735,503,100 euros.
In keeping with previous practices, the Board of Directors intends to use this authorization for the purpose of employee share ownership transactions, in particular for the purpose of performance share plans in favor of employees and Executive Officers. Subject to the approval of the 17th resolution, treasury shares may also be canceled to offset, in the long term, the potential dilutive impact resulting from capital increases relating to employee shareholding transactions.
The Board also intends to maintain the liquidity contract in place, in line with the French financial market authority(Autorité des marchés financiers) 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 General Meeting, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report, in accordance with articles L. 22-10-62et seq. of the French Commercial Code and the directly applicable provisions of European Commission Regulation No. 596/2014 of April 16, 2014, authorizes the Board of Directors to allow the Company to repurchase its own shares in order to:
The buy-back by the Company of its own shares shall be also intended to enable the implementation of any market practice that may be permitted by the French financial market authority and, more generally, the achievement of any other transaction which would comply with the regulations in force. In this case, the Company would inform its Shareholders by means of a press release.
The General Meeting sets the maximum purchase price at 300 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 making up the share capital as of December 31, 2023, or 52,451,677 shares with a par value of 5.50 euros, for a maximum total amount of 15,735,503,100 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.
As own shares do not confer entitlement to a dividend, the amount of the unpaid dividends will be allocated to retained earnings.
