Arcueil, 28 January 2022
Employee shareholding plan « SHARE 2022 »
Aramis Group announces the launch of the employee shareholding plan entitled « Share 2022 » under the framework of articles L. 3332-18 et seq. of the French Labor Code (Code du travail). This operation, undertaken in four countries, aims to associate the group’s employees more closely with its growth and future performance.
DETAILSOF THE TRANSACTION
Euronext Paris (France)
Common share ISIN code: FR0014003U94
GOALS OF THE OFFERING –PURPOSES AND SHARES OFFERED
Pursuant to the authorization granted by the General Shareholders’ Meeting held on June 7, 2021 under the 18th and 19th resolutions, the Board of Directors of Aramis Group decided on September 14, 2021 to issue shares reserved for employees under the framework of articles L. 3332-18 et seq. of the French Labor Code (Code du travail) and article L. 225-138-1 of the French Commercial Code (Code de commerce). The Board of Directors set on the same meeting the main terms and conditions of the offering and delegated to the Chairman and CEO the power to implement the offering.
The subscription price will be set by the Chairman and CEO by applying a 30 % discount to the reference price.
The capital increase will amount to a maximum of 0.5 % of the share capital, i.e. 414,142 shares, and the transaction will be carried out without preferential subscription rights.
The newly created shares will carry entitlement upon issuance.
CONDITIONSOF THE SUBSCRIPTION
Beneficiaries of the share offering reserved for employees:
The beneficiaries of the offering are employees of the companies in the offering perimeter that are member of the group savings plan (PEG) and who have at least three months of seniority, consecutive or not, on February 21, 2022, the closing date of the subscription. The employees will have to be still employed in the group on the closing date of the subscription.
Companies in the offering perimeter:
The offering perimeter extends to the French entities (Aramis Group, Aramisauto, The Customer Company, The Remarketing Company) and foreign entities (Belgium, United Kingdom and Spain).
The subscription price will be set by the Chairman and CEO, acting on delegation of the Board of Directors. It will be equal to the average of the opening share price of Aramis Group on Euronext Paris during the twenty trading days preceding the date of the decision of the Chairman and CEO fixing the opening of the subscription period, minus a 30 % discount.
Terms and conditions of the subscription:
The employees invest in Aramis Group shares at a discounted price by subscribing for units in an employee shareholding fund: the “FCPE ARAMIS GROUP”.
However, by exception, in Spain, the shares will be subscribed directly.
The voting rights of the holders of the FCPE units shall be exercised during the general shareholders’ Meetings of Aramis Group by the FCPE Supervisory Board or directly by the subscribing employees in Spain.
Pursuant to article L. 3332-25 of the French Labor Code (Code du travail), the subscribers shall hold their units of the FCPE or the shares of Aramis Group subscribed directly for a period of five years, except in the occurrence of an early release event provided for in article R. 3324-22 of the French Labor Code (Code du travail) and in accordance with the applicable local regulations.
The beneficiaries’ annual payments shall not exceed, in accordance with article L. 3332-10 of the French Labor Code (Code du travail), one-fourth of their gross annual remuneration.
INDICATIVE TIMELINE OF THE OFFERING
The timeline below is provided for information purposes only and may be modified due to events affecting the proper conduct of the transaction:
Setting date of the subscription price: January 31, 2022
Initial subscription period for the employees: from February 1, 2022 to February 21, 2022 (inclusive).
Capital increase: scheduled for March 14, 2022
The admission of newly-issued Aramis Group shares to trading on the Euronext Paris (ISIN code: FR0014003U94) will be requested upon completion of the capital increase.
SPECIAL NOTE REGARDING THE INTERNATIONAL OFFERING
This press release does not constitute an offer to sell or a solicitation for the purchase of Aramis Group shares. The offering of Aramis Group shares reserved for employees will be conducted only in countries where such an offering has been registered with the competent local authorities and/or following the approval of a prospectus by the competent local authorities or under an exemption of the requirement to prepare a prospectus or register the offering. In particular, in the United States of America, the shares have not been and will not be registered under the Securities Act of 1933. More generally, the offering will only be conducted in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained. This press release and its copies are not aimed for, and therefore should not be sent to, countries in which such prospectus would not have been approved or where such an exemption is not available or in which any required filing procedures and/or notifications would not have yet been made, or in which the required authorizations would not have been obtained.
The beneficiaries may address all questions regarding this offering to the contact person specified in the documentation related to the subscription that has been made available to the employees.
About Aramis Group
Aramis Group is a leading European B2C platform to acquire a used car online and brings together four brands:Aramisauto,Cardoen,Clicars andCarSupermarket, in France, Belgium, Spain and the UK respectively. The Group is transforming the used car market and is putting digital technology at the service of customer satisfaction with a fully vertically integrated business model.For the full 2021 fiscal year, Aramis Group generated revenues of €1.36 billion, sold more than 80,000 B2C vehicles, and recorded more than 73 million visits to its websites. At the end of September 2021, the Group had more than 1,800 employees, a network of 60 agencies and three industrial refurbishing sites. Aramis Group is listed on compartment A of the Euronext Paris stock exchange (Ticker: ARAMI – ISIN: FR0014003U94). For more information, visitwww.aramis.group.
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