Description of the Elior Group share buyback program

PARIS LA DEFENSE, France–(BUSINESS WIRE)–Regulatory news:

Elior Group (Paris:ELIOR):

I – LEGAL FRAMEWORK OF THE SHARE BUYBACK PROGRAM

The share buyback program is governed by applicable laws and regulations. It was authorized by the general meeting of shareholders of Elior Group (the “Company”) held on February 28, 2022 (the “AGM”) in the terms mentioned in the Notice of Meeting as published on January 19, 2022 in the Official Journal of Legal Affairs (“BALO”) and has the characteristics described below. The program will be implemented in accordance with a decision taken by the Board of Directors of the Company on March 1st2022.

II- PURPOSE OF THE SHARE BUYBACK PROGRAM

In accordance with the seventeenth resolution adopted by the General Meeting, the share buyback program may be used for the following purposes:

  • To cancel all or part of the shares purchased as part of a capital reduction carried out in application either (i) of the authorization given in the twentieth resolution of the General Meeting of February 26, 2021, or (ii) of the authorization subject to approval in the twenty-fifth resolution of this Meeting;

  • Hold treasury shares to subsequently deliver them for exchange or payment in the context of any mergers, demergers, contributions or external growth operations, provided that the number of shares purchased with a view to these operations does not exceed 5 % of the Company’s capital;

  • Allocating shares upon the exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable into shares of the Company;

  • Cover the risks associated with the Company’s obligations in terms of financial instruments, in particular the risk of fluctuation in the Elior Group share price;

  • Grant shares for the implementation of (i) stock option plans, (ii) free share plans, (iii) employee share ownership plans, in the context of compliant transactions in articles L. 3331-1 et seq. of the French Labor Code, and/or (iv) the allocation of shares to employees and/or corporate officers of the Company or any related entity;

  • Maintain a liquid market for the Company’s shares within the framework of a liquidity contract entered into with an investment services provider in accordance with the practices authorized by the applicable regulations;

  • more generally, carry out any operations or market practices currently authorized or likely to be authorized in the future by the applicable laws and regulations or by the Autorité des Marchés Financiers.

III- TERMS AND CONDITIONS OF THE SHARE BUYBACK PROGRAM

Maximum share of the Company’s capital: the shares purchased under the buyback program may not represent more than 10% of the Company’s capital, determined according to the number of shares making up the Company’s capital on the date the authorization is used. Future social transactions likely to be carried out by the Company may not result in holding, directly or indirectly through its affiliates, more than 10% of the Company’s capital.

When shares are bought back with the aim of maintaining the liquidity of the Company’s share market, the number of shares taken into account for the calculation of the ceiling of 10% of the Company’s capital corresponds to the number of shares bought minus the number of shares sold during the authorization period.

In the event of a public offer on its securities, the Company would suspend the implementation of the buyback program for the duration of the offer, unless it were obliged to implement the program in order to deliver securities or carry out a strategy that the Company would have undertaken and announced before the launch of the public offer, and provided that the offer meets the conditions set by the applicable regulations (i.e. it is a “normal procedure” fully paid in cash).

Type of shares that can be redeemed: ordinary shares of the Company with a par value of €0.01 each.

Maximum purchase price per share: €10 (excluding transaction fees).

Maximum amount that can be invested in the program: €172,000,000.

Duration of the buyback program: 18 months (from February 28, 2022 to August 27, 2023).

About the Elior Group

Founded in 1991, Elior Group has become one of the world leaders in collective catering and support services and has become a key player in the Business & Industry, Education, Health and Leisure markets. With strong positions in five main countries, the Group achieved 3,690 million euros in revenue during the 2020-2021 financial year.

Our 99,000 employees feed more than 3.6 million guests every day in 22,700 restaurants and points of sale.

Innovation and social responsibility are at the heart of our business model. Elior Group has been a member of the United Nations Global Compact since 2004, reaching the GC Advanced level in 2015.

For more information, visit our website at http://www.eliorgroup.com or follow us on Twitter (@Elior_Group)

Ryan H. Bowman