par LOUIS HACHETTE GROUP (EPA:LHG)
Description of the Louis Hachette Group share buypack program 2024-2026
PRESS RELEASE RELATING TO REGULATED INFORMATION
Paris, 13 January 2025
DESCRIPTION OF THE LOUIS HACHETTE GROUP SHARE BUYPACK PROGRAM 2024-2026
Pursuant to Article 241-2 of the AMF General Regulations (Règlement Général de l’Autorité des marchés financiers) and Article 2 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, the purpose of this description is to present the share buyback program approved by the Company's General Meeting on 9 December 2024, subject to the condition precedent that the Company's shares are traded on Euronext Growth (Paris), whose first day was 16 December 2024 (the "First Trading Day").
1° - Objectives of the 2024-2026 buyback program
- 
to reduce the share capital by cancelling all or some of the shares purchased;
- to award free shares to employees and officers of the Company and affiliated entities or groups related to it within the meaning of articles L. 225-197-1 and seq. of the French Commercial Code;
- to deliver shares to beneficiaries of share options exercising their right;
- to set up any company or group savings scheme (or similar plan) under the conditions laid down by law, in particular Articles L. 3332-1 et seq. of the French Labour Code, including by allocating these shares free of charge as part of the Company’s employer contribution and/or in substitution for the discount, in accordance with the applicable legal and regulatory provisions;
- to award or transfer shares to employees as part of a profit-sharing scheme;
- to allocate any other shares to employees and officers of the Company and affiliated companies and groups under the conditions defined by the applicable laws and regulations;
- to deliver shares on the exercise of rights attached to securities giving access, in any manner whatsoever, to the Company's capital;
- to maintain a liquid market in the Company’s shares via liquidity agreements that comply with a code of conduct recognised by the AMF, entered into with independent
investment services providers;
- to hold the shares for subsequent exchange or payment as consideration for external growth transactions, a merger, demerger or asset contribution;
- and, more generally, to carry out any other transaction permitted by the applicable laws and regulations and, in particular, the market practices accepted by the AMF.
2° - Characteristics of the 2024-2026 buyback program
Maximum percentage of the share capital, maximum number and characteristics of the shares which can be purchased:
10% of the total number of shares comprising the share capital, i.e. 99,199,649 shares based on the current share capital.
The shares may be acquired, sold or transferred, in accordance with regulations, by any means, on one or more occasions, on any market, off-market, over-the-counter, by block purchases or sales or by the use of derivatives in accordance with applicable regulations.
Maximum unit purchase price: The maximum purchase price per share, excluding acquisition costs, corresponds to 200% of the market price of the Company's shares at the time of their admission to trading on Euronext Growth (Paris), the latter being defined as the volumeweighted average price (VWAP) of the Company's shares over the first three trading days from and including the First Trading Day, i.e. a maximum purchase price per share, excluding acquisition costs, of 2.80€ . However, the General Meeting gave full powers to the Board of Directors, with the option of sub-delegation under the conditions laid down by law, to adjust this amount in the event of transactions affecting the share capital or shareholders' equity, in particular in the event of the capitalisation of reserves, profits or premiums and the allocation of bonus shares, a change in the nominal value of the share or a reverse stock split, in order to take account of the impact of the transaction concerned on the value of the share.
Maximum amount allocated to the program: 277,759,017.20 euros, excluding acquisition costs and with the same possibilities for adjustment as above.
3° - Term of the share buyback program
18 months from the General Meeting of 9 December 2024, i.e. until 9 June 2026.
This publication is available on the Company's website (https://www.louishachettegroup.com) in the Shareholders and Investors section.
LOUIS HACHETTE GROUP
French joint-stock company with a share capital of €198,399,298.80
Divided into 991,996,494 shares of €0.20 per value each
Registered office: 4, rue de Presbourg 75116 Paris (75) - France
Telephone : +33 (0)1 40 69 16 00
Registered with the Paris Trade and Companies Registry under number 808 946 305
Website: www.louishachettegroup.com