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MKT 6.2.4 Conditions for Buy-back Programmes and disclosure

Past version: effective from 21/10/2015 - 20/10/2015
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(1) The Buy-back Programme must comply with the following conditions:
(a) authorisation shall be given by the general meeting, which shall determine the terms and conditions of such acquisitions, and in particular the maximum number of Shares to be acquired, the duration of the period for which the authorisation is given and which may not exceed 18 months, and, in the case of an acquisition for value, the maximum and minimum consideration. Members of the administrative or management body shall be required to satisfy themselves that at the time when each authorised acquisition is effected the conditions referred to in subparagraphs (a), (b) and (c) are respected;
(b) the nominal value or, in the absence thereof, the accountable par of the acquired Shares, including Shares previously acquired by the Company and held by it, and Shares acquired by a person acting in his own name but on the Company's behalf, may not exceed 10% of the subscribed capital;
(c) the acquisitions may not have the effect of reducing the net assets below an amount when on the closing date of the last financial year the net assets as set out in the Company's annual accounts are, or following such a distribution would become, lower than the amount of the subscribed capital plus those reserves which may not be distributed under applicable enactments or the statutes of the Company; and
(d) only fully paid-up Shares may be included in the transaction.
(2) Prior to the start of trading, full details of the programme must be adequately disclosed to the public. Those details must include the objective of the programme, the maximum consideration, the maximum number of Shares to be acquired and the duration of the period for which authorisation for the programme has been given. Subsequent changes to the programme must be subject to Adequate Public Disclosure.
(3) The Issuer must have in place the mechanisms ensuring that it fulfils trade reporting obligations the Regulator. These mechanisms must record each transaction related to Buy-back Programmes.
(4) The Issuer must publicly disclose details of all transactions as referred to in paragraph (3) no later than the end of the seventh Business Day following the date of execution of such transactions.