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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
251
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
7
PRESENTATION OF HERMÈS INTERNATIONAL AND ÉMILE HERMÈS SARL
25 - Accounts
Each financial year consists of twelvemonths, commencing on1 January
and ending on 31 December.
26 - Allocation and distribution of profits
The General Meeting approves the financial statements for the past year
and duly notes the amount of distributable profits.
TheCompanypays0.67%ofthedistributableprofitstotheActivePartners,
at the time and place designated by the Executive Management, within
nine months at most after the end of the financial year.
The Active Partners apportion this amount amongst themselves as they
see fit.
The remaining distributable profits revert to the shareholders. Their
appropriation is decided by the Ordinary General Meeting, on the
Supervisory Board’s recommendation. On the Supervisory Board’s
recommendation, the General Meeting may grant to each shareholder
an option to receive payment for all or part of the dividend or interim
dividend in cash or in shares, under the conditions set by law.
On the Supervisory Board’s recommendation, the General Meeting may
decide to draw from the balance of profits reverting to the shareholders
the sums it deems appropriate to be allocated to shareholders’ retained
earnings or to be appropriated to one or more extraordinary, general or
special reserve funds, which do not bear interest, and to which the Active
Partners as such have no rights.
On the unanimous recommendation of the Active Partners, the reserve
fund or funds may, subject to approval by the Ordinary General Meeting,
be distributed to the shareholders or allocated to the partial or total
amortisation of the shares. Fully amortised shares shall be replaced by
entitlement shares with the same rights as the former shares, with the
exception of the right to reimbursement of capital.
Thereservefundorfundsmayalsobe incorporated intothesharecapital.
Dividends are payable at the times and places determined by the
Executive Management within a maximum of nine months from the end
of the financial year, unless this time period is extended by a court of law.
27 - Dissolution of the Company
At the end of the Company’s lifetime or in the event of early dissolution,
the General Meeting decides on the winding-up procedure and appoints
one or several liquidators, whose powers are defined by themeeting and
who carry out their responsibilities in accordance with the applicable
laws.
Any liquidation proceeds (
boni de liquidation
) shall be distributed
amongst the shareholders.
7.1.2
PRESENTATION OF ÉMILE HERMÈS
SARL, ACTIVE PARTNER
Page 254 describes the control exercised by the company Émile Hermès
SARL over Hermès International. The operation of Émile Hermès SARL,
Active Partner, was not affected by the set-up of the H51 SAS company
in 2011.
7.1.2.1
Legal form
ÉmileHermès SARL is a
sociétéà responsabilité limitéeà capital variable
(limited company with variable capital), constituted on 2 November
1989. Its partners are the direct descendants of Mr Émile-Maurice
Hermès and his wife.
In companies with variable capital, the share capital can increase or
decrease constantly, as existing partners or new “incoming” partners
contribute additional funds, or as “outgoing” partners withdraw their
funds.
7.1.2.2
Corporate purpose
The sole purpose of Émile Hermès SARL is:
s
to serve as Active Partner and, if applicable, as Executive Chairman
of Hermès International;
s
potentially to own a direct or indirect equity interest in Hermès
International; and
s
to carry out all transactions in view of pursuing and accomplishing
these activities and to ascertain that any liquid assets it may hold are
appropriately managed.
7.1.2.3
Partners
Only the following may be partners in Émile Hermès SARL:
s
descendants of Mr Émile-Maurice Hermès and his wife, born Julie
Hollande; and
s
their spouses, but only as usufructuaries.
In the light of the Company’s purpose, no person shall be a partner if, for
each share they own in Émile Hermès SARL, they do not have on deposit
in the corporate accounts (draft resulting from the split that occurred on
1 March 2013):
s
a number of non-dismembered Hermès International shares undivi-
ded and free from any encumbrance or commitment to third parties
equal to 2,250 (two thousand two hundred and fifty);
s
or, the beneficial or legal ownership of a number of Hermès
International shares undivided and free from any encumbrance
or commitment to third parties equal to 4,500 (four thousand five
hundred).
7.1.2.4
Executive Chairman
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.
7.1.2.5
Executive Management Board
The Company is governed by an Executive Management Board compri-
sing three to twelve members, including the Executive Chairman, who
serves as Board Chairman.
The composition of the Executive Management Board is contained in
chapter 3 “Corporate governance” page 90.