HERMÈS - 2019 Universal Registration Document
7
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
The composition of the Executive Management Board is set out in chapter 3 “Corporate governance” on page 197. Executive Management Board members must be natural persons. The Executive Chairman is an ex-officio member thereof. The other members of the Executive Management Board are chosen from amongst the Company partners (wording resulting from the modification of the Articles of Association taking effect on 1 January 2014). The Executive Chairman of Émile Hermès SARL shall act in accordance with the Executive Management Board’s recommendations in exercising its powers as Active Partner of Hermès International.
The subscription or transfer, of any kind whatsoever, of shares, is subject to the approval of the partners as a whole. Exceptionally, the subscription of shares for a partner and the transfer of shares between partners is not subject to this approval procedure (wording resulting from the modification of the Articles of Association taking effect on 3 October 2018).
EXECUTIVE CHAIRMEN
7.1.2.4
Émile Hermès SARL’s Executive Chairman is Mr Henri-Louis Bauer, a great-grandson of Émile-Maurice Hermès. He was appointed on 1 July 2012.
DATE OF INCORPORATION – TRADE AND COMPANY REGISTER – REGISTERED OFFICE
7.1.2.6
EXECUTIVE MANAGEMENT BOARD
7.1.2.5
Émile Hermès SARL was created on 2 November 1989. It is registered with the Paris Trade and Company Register under number 352 258 115. Its registered office is located at 23, rue Boissy-d’Anglas, 75008 Paris, France.
The Company is governed by an Executive Management Board comprising three to twelve members, including the Executive Chairman, who serves as Board Chairman.
INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
7.2 AFR
INFORMATION ON SHARE CAPITAL
7.2.1
SHARE CAPITAL
7.2.1.1
Amount
Number
Par value
As at 01/01/2019 As at 31/12/2019
€53,840,400.12 €53,840,400.12 €53,840,400.12
105,569,412 105,569,412 105,569,412
€0.51 €0.51 €0.51
On the day of the meeting
The shares are fully paid-up.
VOTING RIGHTS
any fully-paid up registered share which has been duly recorded on s the books in the name of the same shareholder for a period of at least four years from the date of the first General Meeting following the fourth anniversary of the date when the share was registered on the books; and any registered share allotted for no consideration to a shareholder, in s the event of a capital increase effected by capitalisation of sums in the share premiums, reserves or retained earnings accounts, in proportion to any existing shares which carry double voting rights. Double voting rights cease automatically under the conditions specified by the law and notably for any share that was the subject off a conversion to bearer or a transfer, excluding any “registered to registered” transfer following succession, liquidation of community of property between spouses or family donation. Failure to disclose attainment of certain ownership thresholds as provided by law or by the Articles of Association may disqualify the shares for voting purposes (see Article 11 of the Articles of Association on page 380).
7.2.1.2
By the 15th of each month at the latest, the Company issues a report on the total number of voting rights and shares that makes up the share capital on the last day of the previous month and publishes it on its website: https://finance.hermes.com, Regulated Information tab. As at 29 February 2020, the total number of voting rights (including shares deprived of voting rights) was 178,148,779. Each share gives the holder the right to at least one vote in the Shareholders’ General Meetings, except for treasury shares held by the Company, which have no voting rights. Ownership of certain shares is split between a usufructuary and a bare owner. In accordance with the Articles of Association, voting rights attached to the shares are exercised by the bare owners at all General Meetings (ordinary, extraordinary or special meetings), save for decisions regarding the allocation of net income, in which case the usufructuary exercises the voting rights. Furthermore, double voting rights are allocated to:
2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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