Hermès - Registration Document 2016
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
SHAREHOLDER PACTS AND AGREEMENTS
7.2.4
Qualification process and deferral of publication of inside information 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 (Axel Dumas), the Executive Vice President Finance (Eric duHalgouet) and theGroup Financial Operations and Investor Relations Director (Carole Dupont-Pietri). Appointment of a Compliance Officer Hermès International has appointed Nathalie Besombes (director of Company and Stock Market Law, Board Secretary) as Compliance Officer. TheComplianceOfficer is taskedwith: establishingmanagement procedures and tools for the insider lists, creating and updating the lists of permanent insiders, occasional insiders and sensitive people based on information received from the IIC, drafting, distributing and updating of the Code of Market Ethics, organising training of insiders, drawing up and publicising calendars of blackout periods applicable to permanent insiders, occasional insiders and sensitive persons, informing insiders and obtaining their explicit recognition of their obligations, and issuing oral advisory notice prior to completion of a transaction by permanent or occasional insiders. Applicable legal rules and internal preventive measures, and the penalties The Code of Market Ethics recommends compliance with rules of pru- dence and confidentiality, and sets out the requirement to refrain from share trading and the applicable reporting obligations, both to the AMF and internally. It sets out the penalties in the event of criminal or administrative proceedings.
7.2.4.1 Priority acquisition right A priority right to acquire Hermès International shares (AMF notice 211C2288) came into force on 13 December 2011. This priority acqui- sition right is stipulated for the benefit of H51, a simplified joint stock company with variable capital, and was initially granted by 102 natural personsand33 legalentities(allmembers,heldbymembersorforwhom oneof theparents is amember of theHermès family group), representing a total of about 12.3% of the share capital of Hermès International. By amendment (AMF notice 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 pur- suant 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: s theorganisationof theHermès family grouphas not been significantly modified since the incorporation of the company H51 SAS; s the priority acquisition right that H51 SAS benefits from covers most of the securities in the Company also held by the members of the Hermès family group; s the priority acquisition right was granted by members of the Hermès family group and descendants of these members who do not yet directly or indirectly hold shares in the Company.
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2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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