from ACCOR (EPA:AC)
Description of share-buyback program - May 2025
Regulated information
Accor S.A.
A French Société Anonyme whose share capital amounts to €734,900,679
Registered office: 82, rue Henri Farman, 92130 Issy-les-Moulineaux Listed in the Nanterre Companies Register - No. 602 036 444
(the "Company")
DESCRIPTION OF OWN SHARE BUYBACK PROGRAMME APPROVED BY THE SHAREHOLDERS’ MEETING OF THE COMPANY ON MAY 28, 2025
In accordance with Articles 241-1 et seq. of the French Financial Markets Authority (AMF) General Regulation, the purpose of this description is to set out the objectives, terms and conditions of the programme for the buyback by the Company of its own shares. This programme was submitted to the Company's Shareholders’ Meeting on May 28, 2025, for approval.
I. Date of the Shareholders’ Meeting authorising the share buyback programme
The share buyback programme was approved by the shareholders during the Shareholders’ Meeting held on May 28, 2025, in its twenty-second resolution.
II. Objectives of the share buyback programme
The objectives of this programme are as follows:
• Subsequent cancellation of ordinary shares acquired, as part of a capital reduction decided or authorized pursuant to the twenty-third resolution of the Shareholders' Meeting of May 28, 2025, or any other resolution having the same purpose that may be passed at another Shareholders' Meeting of the Company,
• Implementation of any employee share plan, in particular free share grant plans made under Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French Commercial Code, employee savings (or similar) plans under Articles L. 3332-1 et seq. of the French Labor Code, and stock option plans under Articles L. 225-177 et seq. and L. 22-10-56 et seq. of the French Commercial Code,
• Allocation of shares on the conversion, redemption, exchange or exercise of securities carrying rights to redeem, convert, exchange, present a warrant or any other means of granting ordinary shares in the Company,
- 1 - To hold and subsequently transfer, either for payment with respect to external growth transactions, or in exchange with respect to merger, share split or contribution, within the limit of 5% of the Company’s capital,
• To make a market in the Company’s shares via a liquidity service provider under a liquidity contract that complies with market practices recognized by the French securities regulator (Autorité des marchés financiers – AMF),
• To perform any market transaction or practice permitted, now or hereafter, under the laws or regulations in force or by the AMF, in which case, the Company will issue a press release informing its shareholders.
III. Maximum share of capital available for acquisition, maximum number of shares and characteristics of the shares available for acquisition under the share buyback programme
As of May 28, 2025, the Company’s share capital amounted to €734,900,679, divided into 244,966,893 shares of a nominal value of €3.
The Shareholders’ Meeting held on May 28, 2025, set at 10% of the share capital the maximum number of shares that may be acquired, at any time, representing for information purpose on May 28, 2025, 24,496,689 shares.
The maximum purchase price set by the Shareholders’ Meeting held on May 28, 2025, is €80 per share excluding acquisition costs, bringing the total maximum amount allocated to the share buyback programme under this authorisation to €1.95 billion.
IV. Duration of the share buyback programme
This approval has been granted for a period of 18 months as from May 28, 2025, i.e., until November 28, 2026, and terminated any prior authorization with the same purpose.
V. Number of shares and the share of capital owned by the Company
As of May 28, 2025, the number of shares held directly or indirectly by the Company amounted to 4 632 761, representing 1.89% of the share capital.
VI. Allotment by objective of the shares owned by the Company
4,627,761 shares held by the Company as of May 28, 2025, are allocated to the objective of cancellation and 5,000 shares are allocated to the implementation of the liquidity contract in force, in the perspective to make a market in Accor shares.
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