ROTHSCHILD (EPA:ROTH) - Description of the share buyback programme

Transparency directive : regulatory news

19/05/2021 17:45

Paris, 19 May 2021

Description of the share buyback programme

This description of the share buyback programme is drawn up in accordance with
article 241-2-I of the General Regulation the French Autorités des marchés
financiers ("AMF").

General Meeting convened to authorise the programme

Combined General Meeting of Rothschild & Co SCA (the "Company") to be held on
20 May 2021 (the "General Meeting") (twenty-second resolution).

Purposes of the programme

Subject to the approval of the General Meeting, the Company can use this
authorisation in compliance with the applicable legal and regulatory
requirements and the market practices accepted by the AMF for the following
purposes:

1. maintaining a secondary market for the share and ensuring the liquidity of
the share pursuant to a liquidity contract entered into with an investment
services provider acting independently and in accordance with market practice
accepted by the AMF;
2. cancelling of some or all of the shares purchased;
3. granting or selling of shares to meet the obligations related to stock
purchase option plans (in accordance with the provisions of Articles L.225-179
et seq. of the French Commercial Code (Code de commerce), free share plans (in
accordance with the provisions of Articles L.225-197-1 et seq. of the French
Commercial Code), allotment of shares under a statutory profit-sharing scheme
and any other allotment to employees and corporate officers (mandataires
sociaux), including the implementation of company savings plans (in accordance
with the provisions of Articles L.3332-1 et seq. of the French Labour Code
(Code du Travail)) or any foreign law plan, for employees and corporate
officers of the Company and of affiliated companies under the conditions and in
accordance with the terms and conditions provided for by law;
4. more generally, making any allocation of ordinary shares of the Company to
employees and corporate officers, particularly in the context of the variable
compensation of staff members whose professional activities have a material
impact on the risk profile of the Group and/or on the risk profile of the
regulated entities of the Group, for whom these awards are dependent upon the
fulfilment of performance conditions;
5. delivering shares upon the exercise of rights entitling their holders to the
allotment of the Company's shares by refund, conversion, exchange, presentation
of a warrant or any other means;
6. holding and subsequent delivery by way of payment, exchange or otherwise in
accordance with the provisions of Article L.22-10-62 paragraph 6 of the French
Commercial Code and, more generally, as part of external growth transactions,
it being recalled that the said Article L.22-10-62 paragraph 6 provides that
the number of shares acquired with a view to holding them for their subsequent
delivery in connection with a merger, spin-off or asset-for-share transfer may
not exceed 5% of the Company's share capital; and
7. more generally, any other purpose consistent - or to become consistent -
with applicable laws and regulations and in particular any other practice
accepted or recognised - or to become accepted or recognised - by law or the
AMF.

Maximum number of shares which may be purchased, maximum purchase price per
share, total maximum amount of the programme

Maximum number of shares which may be purchased: The resolution proposed to the
General Meeting provides that the Managing Partner may buy Company's shares or
have Company's shares bought within the limits stipulated by legal and
regulatory provisions, provided that:

* the number of shares purchased by the Company during the term of the buyback
programme shall not exceed 10% of the total number of shares making up the
share capital of the Company, at any time; this percentage shall apply to share
capital adjusted following transactions that will affect it subsequent to the
General Meeting; in accordance with the provisions of Article L.22-10- 62 of
the French Commercial Code, the number of shares used as a basis for
calculating the 10% limit is the number of shares bought, less the number of
shares sold during the term of the authorisation if these shares were purchased
to provide liquidity under the conditions defined by the General Regulation of
the AMF, and
* the Company shall not at any time own, directly or indirectly, more than 10%
of its own shares on the date in question.

Maximum purchase price per share: The maximum purchase price proposed is EUR50
per share excluding acquisition fees, this maximum price shall only apply to
acquisitions decided from the date of the General Meeting and not to any future
transactions concluded under the authorisation granted by a previous general
meeting and providing for the acquisition of shares subsequent to the date of
the General Meeting.

Total maximum allocated to the programme: Pursuant to Article R.225-151 of the
French Commercial Code, the General Meeting is convened to set the total
maximum amount of the share buyback programme at EUR388,287,550 (excluding
acquisition costs) given the maximum purchase price of EUR50 per share that
applies to the maximum number of 7,765,751 shares that may theoretically be
acquired based on the share capital at 31 December 2020 and excluding treasury
shares.

Term of the programme

18 months from the date of the General Meeting, subject to the approval of the
General Meeting.

The Managing Partner shall ensure that such buybacks are conducted in
compliance with prudential requirements as laid down by regulations and the
French Autorité de contrôle prudentiel et de résolution (ACPR).

For further information:

Investors Relation - Marie-Laure Becquart
InvestorRelation@rothschildandco.com

Media Relations - Caroline Nico
Groupmediaenquiries@rothschildandco.com

About Rothschild & Co
Rothschild & Co is family-controlled and independent and has been at the centre
of the world's financial markets for over 200 years. With a team of c.3,600
talented financial services specialists on the ground in over 40 countries,
Rothschild & Co's integrated global network of trusted professionals provides
in-depth market intelligence and effective long-term solutions for our clients
in Global Advisory, Wealth and Asset Management, and Merchant Banking.
Rothschild & Co is a French partnership limited by shares (société en
commandite par actions) listed on Euronext in Paris, Compartment A with a share
capital of EUR155,375,024. Paris trade and companies registry 302 519 228.
Registered office: 23 bis avenue de Messine, 75008 Paris, France.

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