Kering: DESCRIPTION OF THE SHARE REPURCHASE PROGRAM AUTHORIZED BY THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF APRIL 28, 2022 AND DELEGATION TO THE BOARD OF DIRECTORS AT ITS MEETING OF APRIL 28, 2022

PRESS RELEASE

04.28.2022

DESCRIPTION OF THE SHARE REPURCHASE PROGRAM
AUTHORIZED BY THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF APRIL 28, 2022 AND DELEGATION TO THE BOARD OF DIRECTORS AT ITS MEETING
OF APRIL 28, 2022

This description was prepared in accordance with Articles 241-1 and 241-2 of the General Regulations of the Autorité des marchés financiers and in accordance with the provisions of Delegated Regulation (EU) 2016/1052 of March 8, 2016.

1. Date of the General Shareholders' Meeting that authorized the share repurchase program

The authorization for Kering to purchase its own shares under the share repurchase program was granted by the Combined General Shareholders’ Meeting of April 28, 2022 (fifteenth resolution). The delegation to the Board of Directors was granted in its meeting of April 28, 2022.

1. Number of securities and proportion of share capital held directly or indirectly

As of April 28, 2022, the number of shares held by Kering, directly or indirectly, was 1,274,211, i.e., 1.02% of the share capital.

1. Objectives of the share repurchase program

The objectives of the share repurchase program approved by the General Shareholders’ Meeting of April 28, 2022 are as follows:

• ensure the liquidity or support the secondary market of the shares through an investment services provider, acting independently pursuant to a liquidity agreement that complies with the Professional Code of Conduct recognized by the Autorité des marchés financiers; or
  
  
• use all or a portion of the shares acquired to meet obligations related to stock option plans, existing free share grant plans, share grants pursuant to employee profit-sharing schemes and any other share grants to employees or executive corporate officers, including the implementation of company savings plans for employees and executive corporate officers of the Company and/or companies, in France and/or outside France, that are or will be related to it under the terms and conditions provided for by law, and to sell or grant shares to them in accordance with French or foreign laws and regulations; or
  
  
• allow the completion of investments or financing through the subsequent delivery of shares (in exchange, as payment or otherwise) in connection with external growth transactions, mergers, spin-offs or contributions; or
  
  
• deliver shares upon the exercise of rights attached to securities granting a right to the allocation of shares in the Company by redemption, conversion, exchange, presentation of a warrant or in any other manner; or
  
  
• cancel all or a portion of the shares acquired under the conditions and within the limits provided for by Article L. 22-10-62 of the French Commercial Code.
  
  

1. Maximum proportion of share capital, maximum number, characteristics and maximum purchase price of shares and maximum monetary amount allocated to the program

As of April 28, 2022, Kering's share capital amounted to €498,771,664, divided into 124,692,916 shares.

The General Shareholders’ Meeting of April 28, 2022 set the maximum proportion of share capital that Kering may hold at any time at 10% of the number of shares making up the share capital, i.e., to date, a maximum of 12,469,291 shares. Given the number of Kering treasury shares held as of
April 28, 2022, Kering could acquire 8.98% of its own shares.

The maximum purchase price set by the General Shareholders’ Meeting is €1,000 per share, excluding acquisition costs, bringing the total maximum amount allocated to the share repurchase program to €12,469,291,000.

1. Term of the authorization to repurchase its own shares

The term of the authorization to repurchase its own shares is set at 18 months as from the Annual General Shareholders’ Meeting of April 28, 2022, i.e., until October 29, 2023.

1. Overview of the use of the previous authorization to repurchase its own shares

Under the previous authorization to repurchase its own shares approved by the Ordinary General Meeting of July 6, 2021 (single resolution), Kering announced on August 25, 2021 its intention to repurchase up to 2.0% of its share capital over a 24-month period, at a maximum purchase price of €1,000 per share.
The first tranche of this share repurchase program was completed on November 3, 2021.
Between August 25 and November 3, 2021, 650,000 shares were repurchased at an average price of €643.70 per share, representing 0.52% of the share capital. 325,000 shares were canceled on December 10, 2021, pursuant to a decision by the Board of Directors at its meeting on December 9, 2021.
The second tranche of this share repurchase program was completed on April 6, 2022. Between February 23 and April 6, 2022, 650 000 shares were repurchased at an average price of €578.71 per share, representing 0.52% of the share capital. The Board of Directors decided on April 28, 2022 to cancel 325,000 shares by the end of 2022.

1. Liquidity agreement

Kering entered into a liquidity agreement that came into force on February 13, 2019 for a 12-month period and was renewed every year by tacit agreement. This liquidity agreement complies with the regulations relating to liquidity agreements and with the Professional Code of Conduct established by the Association Française des Marchés Financiers (AMAFI), approved by the Autorité des marchés financiers.
An amendment to that agreement came into force on July 1, 2021, providing for the resources in the liquidity account to be reduced by €25 million. As a result, there was €25 million in the liquidity account on July 1, 2021.

1. Open positions on derivative products

As of April 28, 2022, Kering did not hold any call options on its shares.

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In accordance with Article 241-2, II of the General Regulations of the Autorité des marchés financiers, during the implementation of the repurchase program, any significant change in any of the information listed in paragraphs 3, 4 and 5 above will be brought to the public’s attention as soon as possible in accordance with the procedures set out in Article 221-3 of such General Regulations.

About Kering

A global Luxury group, Kering manages the development of a series of renowned Houses in Fashion, Leather Goods and Jewelry: Gucci, Saint Laurent, Bottega Veneta, Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, DoDo, Qeelin, as well as Kering Eyewear. By placing creativity at the heart of its strategy, Kering enables its Houses to set new limits in terms of their creative expression while crafting tomorrow’s Luxury in a sustainable and responsible way. We capture these beliefs in our signature: “Empowering Imagination”. In 2021, Kering had over 42,000 employees and revenue of €17.6 billion.

Contacts

Press
Emilie Gargatte                        +33 (0)1 45 64 61 20                emilie.gargatte@kering.com
Marie de Montreynaud                +33 (0)1 45 64 62 53                marie.demontreynaud@kering.com

Analysts/investors
Claire Roblet                         +33 (0)1 45 64 61 49                claire.roblet@kering.com
Laura Levy                           +33 (0)1 45 64 60 45                laura.levy@kering.com

Attachment

• Press Release Description of the Share Repurchase Program 28042022