Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS

ESTABLISHMENT OF ABSTENTION PERIODS OR “BLACKOUT WINDOWS” (OR CLOSED PERIODS)

7.2.4.3 APPOINTMENT OF A COMPLIANCE OFFICER Hermès International has appointed the Director of Corporate Law and Stock Exchange Regulation/Supervisory Board Secretary as Stock Exchange Compliance Officer. The Compliance Officer is responsible for: the implementation of the procedure and tools for managing insider lists; s the creation and updating of the lists of Permanent Insiders, occasional insiders and Sensitive Persons; s the drafting, distribution and updating of the Stock Market Ethics Code; s the organisation of Insider training; s the establishment and dissemination of blackout periods applicable to Permanent Insiders and occasional insiders and Sensitive Persons; s informing Insiders and obtaining their explicit recognition of their obligations; s the issuance of oral advisory opinions prior to the completion of a transaction by Permanent or occasional Insiders. s 7.2.4.4 E‑LEARNING In order to comply with the recommendations of the AMF (position‑recommendation DOC‑2016‑08 “Guide to permanent information and management of inside information”, amended on 29April 2021, Article 2.1.2.3), Hermès International has developed an e‑learning training course on the prevention of market abuse. This training, launched on 1February 2022, is offered to all employees and was compulsory for all Permanent Insiders and Sensitive Persons.

7.2.4.1

7.2.4.2 The Code notes that Executive Chairmen, members of the Executive Committee, members of the Supervisory Board and members of the Executive Management Board of Émile Hermès SAS are qualified as “permanent insiders” (as defined in the MAR, the “Permanent Insiders”). Internally, Hermès International qualifies as “sensitive” persons any non‑insiders among employees who are liable to hold sensitive or confidential information that is not classified as inside information (the “Sensitive Persons”). As a preventive measure and to facilitate accountability, these people are subject to specific blackout periods. A list of Sensitive Persons is established, and the relevant persons concerned are informed of their status. Permanent Insiders and Sensitive Persons are required to refrain from trading in the securities of the Company during blackout periods set out in the schedules drawn up and published each year. The requirement to respect blackout periods covers all transactions on Hermès International shares. It applies: for Permanent Insiders, as a precaution and even though the information in question is not considered Inside information by the Inside Information Committee (IIC), from the reporting dates for quarterly sales, and those for annual and interim results (reporting of financial information that could provide an indication of the figures, prior to the “financial” blackout periods below) up to and including the date on which revenue and annual or interim results are reported, where appropriate; s for Permanent Insiders and Sensitive Persons during “financial” blackout periods, plus the day of publication of the press release: s period of 30 calendar days preceding the publication of the annual or half‑yearly financial statements, • period of 15 calendar days before the quarterly publication of revenue; • for recipients of free shares (only for the sale of free shares), at the end of the retention period during “free share” blackout periods: s 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 is composed of the Executive Vice‑President Finance, the Group General Counsel, the Director of Corporate Law and Stock Exchange Regulations and Compliance Officer, and the Group Director of Financial Communication and Investor Relations. PROCEDURE FOR QUALIFYING AND DEFERRING DISCLOSURE OF INSIDE INFORMATION

MATERIAL CONTRACTS, SHAREHOLDER PACTS AND AGREEMENTS MAJOR CONTRACTS

7.2.5

7.2.5.1

During the last two financial years, the Company has not entered into any significant contracts, other than those entered into in the normal course of business, conferring a significant obligation or commitment for the entire Group. The information relating to the priority right to acquire Hermès International shares and to the Dutreil agreements in force is presented below (respectively in §7.2.5.2 and §7.2.5.3).

7

PRIORITY ACQUISITION RIGHTS

7.2.5.2

A priority right to acquire Hermès International shares (AMF notice no. 211C2288) came into force on 13December 2011. This priority acquisition right is stipulated for the benefit of H51, a société par actions simplifiée 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.

2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

497

Made with FlippingBook - professional solution for displaying marketing and sales documents online