HERMÈS - 2020 Universal registration document
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
for Permanent Insiders and Sensitive Persons during “financial” s blackout periods: to a period of 30 calendar days before the annual or interim • financial statements are made public and until the date - inclusive - the annual or interim financial statements are made public, to a period of 15 calendar days before the quarterly information • is made public until the date - inclusive - the quarterly information is made public; for recipients of free shares (only for the sale of free shares), at the s end of the retention period during “free share” blackout periods: to a period of 30 days before the annual or interim financial • statements are made public and up to and including the date on which the annual or interim results are reported, where appropriate, exceptionally, to a period beginning when the Group issues a • specific alert about a transaction prohibiting trading until the date the transaction is made public. Hermès International has established an Inside Information Committee (IIC), whose role is to identify and qualify inside information, to decide whether or not to defer its publication, and to identify insiders for each item of inside information (other than Permanent Insiders). The IIC consists of an Executive Chairman (Mr Axel Dumas), the Executive Vice-President Finance (Mr Éric du Halgouët) and the Group Director of Financial Communications and Investor Relations (Ms Carole Dupont-Pietri). Hermès International has appointed Ms Nathalie Besombes (Director of Corporate law and Stock exchange regulation, Supervisory Board Secretary) as Compliance Officer. The Compliance Officer is tasked with: establishing management procedures and tools for the Insider lists, creating and updating the lists of Permanent Insiders, occasional insiders and Sensitive Persons based on information received from the IIC, drafting, distributing and updating of the Stock Market Ethics Code, organising training of insiders, drawing up and publicising calendars of blackout periods applicable to Permanent Insiders, occasional insiders and Sensitive Persons, informing insiders and QUALIFICATION PROCESS AND DEFERRAL OF PUBLICATION OF INSIDE INFORMATION 7.2.4.2 APPOINTMENT OF A COMPLIANCE OFFICER 7.2.4.3
obtaining their explicit recognition of their obligations, and issuing oral advisory notice prior to completion of a transaction by permanent or occasional insiders.
SHAREHOLDER PACTS AND AGREEMENTS PRIORITY ACQUISITION RIGHT
7.2.5
7.2.5.1
A priority right to acquire Hermès International shares (AMF notice No. 211C2288) came into force on 13 December 2011. This priority acquisition right is stipulated for the benefit of H51, a société par actions simplifies à capital variable (simplified joint stock company with variable capital), and was initially granted by 102 natural persons and 33 legal entities (all members, held by members or for whom one of the parents is a member of the Hermès family group), representing a total of about 12.3% of the share capital of Hermès International. By amendment (AMF notice No. 213C0716) which came into force on 17 June 2013, the price at which H51 could acquire the Hermès International shares from the members of the Hermès family group pursuant to this priority acquisition right would be equal to the average of the prices weighted by volumes (on the entire trading platform) of the Hermès International share during the 30 stock market trading days preceding the day of notification of the transfer, unless the said share is insufficiently liquid (as defined in the amendment), in which case an expert appraisal procedure will be implemented. To the Company’s knowledge: the priority acquisition right that H51 benefits from covered –at the s date of signature– most of the Hermès International shares also held by the members of the Hermès family group (at 31 December 2020, approximately 12.3% of the capital held by H2 and other members of the Hermès family group, see § 7.2.2.5); the priority acquisition right was granted by members of the Hermès s family group and descendants of these members who do not yet directly or indirectly hold shares in the Company. The definition and description of the organisation of the Hermès family group are presented in chapter 9 "Additional information", § 9.6 ; chapter 7 "Information on the company and its share capital", § 7.2.2.3 ; and in chapter 3 "Corporate Governance", chart called "Organisational structure of Hermès International as at 31 December 2020, page 221.
7
DUTREIL AGREEMENTS
7.2.5.2
The following shareholder agreements, falling within the scope of the Dutreil law and still in force in 2021, were brought to the Company’s attention:
Dutreil Transmission agreement 02/2020.1
Regime
Article 787 B of the French General Tax Code ( Code général des impôts , CGI)
Date of signature
7 February 2020
Duration of the collective commitment Contractual duration of the agreement Procedures for renewal
Two years from the date of registration or the date of filing of the declaration recording the change
Non-renewable
2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
449
Made with FlippingBook HTML5