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Rothschild & Co | Annual Report 2017
As required under Article L. 225-211 of the French Commercial Code, the table below summarises the transactions carried out by the Company under this
authorisation during the 2017 financial year.
Liquidity
contract
(1)
Stock-options
coverage
Other purposes Not covered by
share buyback
programmes
(1)(2)
TOTAL
Number of shares as at 31 March 2017
24,237
238,095
(3)
10
647,192
909,534
Shares purchased
384,255
303,029
–
–
687,284
Shares sold
(384,492)
(112,500)
(275,000)
(60,086)
(832,078)
Shares loaned to members of the Supervisory Board
(4)
–
–
(10)
–
(10)
Number of shares cancelled
–
–
–
0
Average price of purchases and sales
(5)
– Purchases (in €)
30.03
31.98
–
–
n/a
– Sales (in €)
29.99
18.00
31.56
31.94
n/a
Number of shares as at 31 December 2017
24,000
428,624
(275,000)
587,106
764,730
(1) The transactions are recorded after settlement-delivery.
(2) These treasury shares are not shares previously purchased by the Company under a share buyback programme but shares either automatically consolidated by combining investment certificates
historically held by the Company with purchased voting right certificates or shares acquired by the Company due to the merger between Rothschild & Co and Compagnie Financière Martin Maurel,
which held Rothschild & Co shares. These treasury shares are therefore not subject to the allocation obligations provided for by Article L. 225-209 of the French Commercial Code.
(3) Transactions disclosed to the AMF and published on the website of Rothschild & Co (press release of 22 October 2015).
(4) During the 2017 Financial Year, Rothschild & Co has loaned 20 of its shares to new members of its Supervisory Board but also received 10 shares due to it at the end of the term of office of another
Supervisory Board member.
(5) Weighted averages of the share market prices for transactions settled from 1 April 2017 to 31 December 2017.
Information on the Company and share capital
In accordance with Article L. 225-212 of the French Commercial Code, Rothschild & Co provides the AMF with a monthly report on the shares acquired,
sold, cancelled or transferred by the Company in application of Article L. 225-209 of said Code.
2.4.2 Authorisation to establish a new share
buyback programme
The General Meeting of shareholders of 17 May 2018 will be invited
to adopt a new share buyback programme, in accordance with the
provisions of Article L. 225-209 of the French Commercial Code,
whose main characteristics are the following:
• the number of shares purchased may not exceed 10% of the share
capital on the purchase date which, based on the current share capital
and taking account of shares held directly on that date, would authorise
the purchase of 7,740,751 shares, assuming that the Company does
not cancel, transfer or sell any of the shares currently held;
• the purchase price may not exceed €50 per share;
• the total aggregate amount of purchases may not exceed
€387,037,550;
• the share buyback programme shall be valid for a period of eighteen
months as from 17 May 2018; and
• the authorisation will be used by the Company for the following
purposes:
–– market making for the Company’s shares under a liquidity contract
signed with an independent investment service provider;
–– the cancellation of some or all of the shares purchased;
–– the granting of shares to employees and officers of the Company
and/or companies related to it;
–– delivery of shares upon the exercise, by the beneficiaries, of options
to purchase shares in the Company;
–– the selling of shares to employees of the Company or its subsidiaries,
directly or through a company mutual fund or implementation of any
company or group savings plan (or similar plan) and, more generally,
to make any allocation of ordinary shares of the Company to these
employees and corporate officers, particularly in the context of the
variable compensation for members of the professional financial
market staff whose activities have a material impact on the risk
exposure of the Company, for whom these awards are dependent
upon the fulfilment of performance conditions;
–– to deliver shares upon the exercise of rights attaching to securities
giving immediate or deferred access to the share capital; and
–– more generally, any other practice admitted or recognised by law
or the French Financial Markets Authority, or any other purpose
consistent with applicable laws and regulations.