IMERYS (EPA:NK) - Imerys - Share buyback program

Transparency directive : regulatory news

29/04/2020 17:35

a Limited Liability Company (Société Anonyme) with a share capital of
EUR158,686,230 registered office: 43 quai de Grenelle
75015 Paris - France
562 008 151 R.C.S Paris

Paris, April 29, 2020

DESCRIPTION OF THE SHARE BUY-BACK PROGRAM TO BE AUTHORISED BY THE ORDINARY AND
                  EXTRAORDINARY SHAREHOLDERS' MEETING ON MAY 4, 2020

I. Legal framework

In accordance with the provisions of articles L. 225-209 et seq. of the French
Commercial Code, articles 241-1 to 241-7 of the AMF's General Regulations and
Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
April 16, 2014 on market abuse, the purpose of this description is to set forth
the objectives and the terms of the share buyback program of the Company that
will be submitted to the approval of the Ordinary and Extraordinary
Shareholders' Meeting on May 4, 2020.

II. Number and proportion of the share capital of the treasury shares held by
the Company

As of April 29, 2020:

* the share capital of the Company is made up of 79,345,115 shares of EUR2 of
par value each, and

* the Company holds 441,817 treasury shares, i.e. 0.56% of the share
capital.

The Company does not use derivatives with respect to its share buyback
programs.

Under the share buyback program approved by the Ordinary and Extraordinary
Shareholders' Meeting of May 10, 2019, the Company granted a new share purchase
authorization to an investment services ?rm on July 26, 2019. Furthermore, it
is noted that the Company renewed the AMAFI liquidity contract on February 14,
2019 concluded with Rothschild & Cie Banque.

III. Breakdown by objectives of the treasury shares held by the Company

Among the 441,817 treasury shares held as of April 29, 2020:

- 74,100 are allocated for the purposes of subsequent cancellation,
- 309,317 are allocated for the purposes of allocation to employees and/or
  corporate offcers in connection with employee pro?t-sharing plans,
- 58,400 are held under the AMAFI liquidity contract and allocated for the
  purposes of ensuring the liquidity of the market

IV. Objectives of the new share buyback program

The objectives of the program submitted to the approval of the Ordinary and
Extraordinary Shareholders' Meeting on May 4, 2020 intend to enable the Company
to purchase its own shares mainly for the purpose of:

- cancel them at a later date to reduce the Company's share capital, subject to
  approval of authorization granted to the Board  of  Directors  by  the
  Shareholders' General Meeting of May 10, 2019 in the twenty-second
  resolution,

- cover stock option plans and/or free share grants, as well as any shares
  granted under shareholding plans set up by the Company (or assimilated
  plans), or with respect to pro?t-sharing programs for current employees,
  former employees and/or corporate o?cers of the Company and/or any related
  companies as defined by articles L. 225-180 and L. 233-16 of the French
  Commercial Code, within the current legal framework or ad hoc plans set up
  by the Company,

- grant or exchange shares purchased, in particular, following the exercise of
rights or issue of shares or securities redeemable, convertible, exchangeable
or otherwise exercisable for shares of the Company,

- maintain the liquidity of the market through an investment services firm
  acting in the name and on behalf of the Company, under a liquidity agreement
  in accordance with a code of conduct recognized by the AMF, and

- more generally, operate for any other purpose that is or may come to be
  authorized by law, and/or implement any market practice that may come to be
  authorized by the AMF.

V. Maximum proportion of the share capital, maximum number and characteristics
of the shares, maximum purchase price

Maximum proportion of the share capital likely to be purchased -
characteristics of the shares

The maximum number of shares the purchase of which is submitted to the approval
of the Ordinary and Extraordinary Shareholders' Meeting on May 4, 2020 is
7,950,045, representing 10% of the shares existing and outstanding as of
January 1, 2020.

The shares that are concerned by the share buyback are the Imerys shares
listed on NYSE Euronext Paris stock exchange (ISIN code FR0000120859).

Maximum purchase price and maximum and maximum authorized investment

The maximum purchase price would be EUR85 per share.

The maximum total investment devoted to these acquisitions would be EUR675,6
million.

VI. Conditions of the share buybacks

Acquisitions will be carried out by any means, including the transfer of
blocks and the use of derivatives except during periods of public offers for
the Company's securities.

VII. Duration of the share buyback program

It is proposed to the Ordinary and Extraordinary Shareholders' Meeting on May
4, 2020 to set the term of the present program at eighteen months from the
date of the General Meeting, i.e. until November 3, 2021.

The present description was remitted to the AMF. It is available from the
Company's head offce, 43 quai de Grenelle, 75015 Paris (France) and on the
Company's website
https://www.imerys.com/finance/finance/publications-regulated-information).

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IMERYS (EPA:NK) - Imerys - Share buyback program

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