Hermès // 2021 Universal Registration Document
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
7.2.2.3.1 Significant movements occurring during the last three years in the distribution of its share capital and voting rights, and the reasons for these movements – Retention commitment According to the terms of a transaction signed on 3 September 2014, LVMH Moët Hennessy Louis Vuitton (“LVMH”) (in its own name and on behalf of its subsidiaries), Christian Dior (in its own name and on behalf of its subsidiaries) and Financière Jean Goujon (in its own name and on behalf of its subsidiaries) undertook to no longer hold any Hermès International shares. These undertakings ended on 3 September 2019. On 25 April 2017, the Arnault family group, Christian Dior and LVMH launched a simplified public offering from the Arnault family group on Christian Dior shares that they did not hold on that date, open from 8 to 28 June 2017. On 4 July 2017, the results of this simplified public offering were the delivery, by Semyrhamis, of nearly 7 million shares in Hermès International to the ex-minority interests of Christian Dior, representing about 6.6% of the capital. Following the transaction, the Arnault family group held 1.87% of the capital and 1.13% of the voting rights of Hermès International. See the threshold crossing declaration of 11 July 2017 (AMF notice No. 217C1525 of 11 July 2017) described on page 392 of the 2019 universal registration document). On 21 July 2017, the Hermès family group declared that it held 66.67% of the capital of Hermès International, of which 0.95% of the capital by assimilation (see AMF notice No. 217C1755 of 28 July 2017 and § 7.2.2.7.4). 7.2.2.3.2 Changes occurring after closure of the financial year To the Company’s knowledge, there has been no significant change with regards to Hermès International shareholders between 31 December 2021 and the date on which this universal registration document was filed with the AMF. 7.2.2.3.3 Measures taken to prevent abusive control Refer to chapter 3 “Corporate governance”, § 3.4.7.5. 7.2.2.3.4 Measures taken to ensure a balance of powers Refer to chapter 3 “Corporate governance”, § 3.4.7.5. As at 31 December 2021, Hermès International held 925,153 treasury shares, representing 0.9% of its share capital, acquired as part of the share buyback programme presented in § 7.2.2.10. In practice, treasury shares are mainly allocated to cover free share plans for employees (see chapter 3, “Corporate governance”, § 3.8.4.10). TREASURY SHARES 7.2.2.4
This procedure evolved with Law no. 2021-1308 of 8 October 2021, which transposed into French law Directive (EU) 2017/828 of 17 May 2017 (known as “SRD II”) amending Directive 2007/36/EC of 11 July 2007 (known as “SRD I”) in order to promote the long-term commitment of shareholders. This law replaced the TPI procedure with a new mandatory system, called identification on request, resulting from this SRD II directive (Article L. 228-2 of the French Commercial Code [ Code de Commerce ]). Through this transposition, the law enshrines the identification of their shareholders as a right of listed companies and obliges financial intermediaries to participate in this identification process. Shareholder analyses are now based on this procedure. During the review as at 31 December 2021, there were approximately 122,000 shareholders, compared to approximately 108,700 as at 31 December 2020 and some 101,800 as at 31 December 2019.
PERCENTAGE OF INDIVIDUAL SHAREHOLDERS
7.2.2.2
The percentage of individual shareholders amounted to 7.1% in December 2021, a slight increase compared to 2020 (6.4%), comprising the shares held in registered form as at 31 December 2021 by individual shareholders and bearer shareholders identified by identification on request as at 31 December 2021, excluding family group holdings.
PRINCIPAL SHAREHOLDERS
7.2.2.3
AS AT 31 DECEMBER 2021 – CONTROL OF THE COMPANY
Hermès International is controlled through the intermediary of Émile Hermès SAS, its Active partner by the Hermès family group, which also holds, notably via the intermediary of the company H51, a majority shareholding (in share capital and voting rights) within the Company as a Limited Partner. This control is exclusive control within the meaning of Article L. 233-16 of the French Commercial Code ( Code de commerce ). The companies H51 and H2 are held exclusively by members of the Hermès family group. To the Company’s knowledge, there are no shareholders directly or indirectly holding, alone or together, more than 5% of the share capital or voting rights, other than those shown in the tables in § 7.2.2.5. The ownership interests of Corporate Officers and Senior Executives are listed in chapter 3 “Corporate governance”, § 3.10.1. To the Company’s knowledge, material changes in the ownership of the share capital over the past three years are described § 7.2.2.5. Given the time that has elapsed since it was established, the description of the procedures for setting up H51 is no longer in the universal registration document. The definition and description of the organisation of the Hermès family group are presented in chapter 9 “Additional information”, § 9.6; and in chapter 3 “Corporate governance”, § 3.2.1.
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2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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