Implementation of share buy-back program as agreed by the July 27, 2017 Annual General Meeting

In its meeting which took place on July 27, 2017, after the Annual General Meeting (AGM), Wavestone's Management Board decided the immediate implementation of the share buy-back program authorized by the AGM in application of L.225-209 et seq. of the French commercial code, articles 241-1 to 241-5 of the general regulations of the Autorité des Marchés Financiers (“AMF” – French stock market regulator), and of Regulation no. 2273/2003 of the European Commission dated December 22, 2003.

This share buy-back program is detailed in the « 2016/17 Registration Document 2016/17 » document, published on July 13, 2017 on the company website (www.wavestone.com), on the Investors section – Regulated information.

Principal characteristics of this program:

 

Concerned titles

Wavestone shares listed on Euronext in Paris (code: ISIN FR0004036036).

 

Maximum purchase percentage of capital

Purchase may not exceed the limit of 10% of the share capital, disregarding previously owned shares.

 

Maximum purchase price

Purchase shall be realized at a maximum price of:

• €167 (excluding acquisition fees) to stimulate trading for Wavestone shares;

• €125 (excluding acquisition fees) for all other authorizations granted to the Management Board under the 10^th resolution.

 

Maximum amount for authorized operation

• €77,767,411 (435,733 titles x €167) to stimulate trading for Wavestone shares, notably to favor liquidity, by the involvement of an independent intermediary providing investment services based on a liquidity contract;

• €54,466,625 (435,733 titles x €125) for all other authorizations granted to the Management Board under the 10th resolution.

• Stimulate trading on the market, notably to ensure the liquidity of Wavestone shares by the involvement of an independent intermediary based on a liquidity contract, in accordance with the ethics charter recognized by the AMF;

• Honor commitments related to the issue of shares giving access to the Company's capital;

• Allocating shares to employees and/or corporate officers and/or its affiliated companies in accordance with legislation, notably for purposes of employee profit sharing, a company or intercompany savings or shareholding plan for employees, stock subscription options or to issue bonus shares;

• Cancel all or some of the acquired shares for the purposes of reducing the capital, within the context of, and subject to, a valid authorization granted by the Extraordinary Shareholders Meeting;

• Adopt any market practice relating to share buy-back programs which is, or may be acknowledged by law, the regulations in force or the French Financial Markets Authorities and, more generally, perform any other operations relating to such programs in compliance with current regulations.

 

Allocation by purpose of the equity securities held by the Wavestone company at April 28, 2017

At April 28, 2017, Wavestone owned 60,955 treasury shares, equivalent to 1.2% of the company's share capital at that date, which were allocated to:

• 7,671 shares allocated for the purpose of stimulating the secondary market for or enhancing the liquidity of Wavestone shares via a liquidity contract to be concluded with an investment services provider, in accordance with the ethics charter approved by the AMF. For the record, Wavestone (formerly Solucom) concluded a liquidity contract with the independent investment services provider Portzamparc, in accordance with the applicable legal and regulatory provisions, and the ethics charter of the AMAFI (Financial Market Professions in France);

• 53,284 shares allocated to Group employees and/or corporate officers in accordance with the conditions and formalities provided by law, notably with respect to stock option plans attributed for profit-sharing purposes such as employee savings schemes, free-share allocations or any other forms of share allocation;

• No shares held in reserve for the purpose of financing future external growth operations.

 

Program duration

18 months starting July 27, 2017

 

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About Wavestone

In a world where permanent evolution is the key to success, Wavestone's mission is to enlighten and partner business leaders in their most critical decisions.

Wavestone draws on some 2,600 employees across four continents. It is a leading player in European independent consulting, and the number one in France.

Wavestone is a company listed on Euronext in Paris and eligible for the PEA-PME – a French investment instrument that encourages individuals to invest in smaller and intermediate firms. In 2017, Wavestone has been labeled Great Place To Work^®.