Hermès - Registration Document 2016

253 / 330

2016 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL 253
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
7
INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
7.2 INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS
7.2.1 INFORMATION ON THE SHARE CAPITAL
7.2.1.1 Share capital
Amount Number Par value
As at 01/01/2016 €53,840,400.12 105,569,412 €0.51
As at 31/12/2016 €53,840,400.12 105,569,412 €0.51
On the day of the meeting €53,840,400.12 105,569,412 €0.51
The shares are fully paid-up.
7.2.1.2 Voting rights
By the 15th of each month at the latest, the Company issues a report on
the total number of voting rights and shares that make up the share capi-
tal on the last day of the previous month and publishes it on its website
Regulated Information tab.)
As at 28 February 2017, the total number of voting rights (including
shares deprived of voting rights) was 174,062,531. Each share gives
the holder the right to at least one vote in the Shareholders’ General
Meetings, except for treasury shares held by the Company, which have
no voting rights.
Ownership of certain shares is split between a usufructuary and a
bare owner. In accordance with the Articles of Association, voting rights
attached to the shares are exercised by the bare owners at all General
Meetings (ordinary, extraordinary or special meetings), save for deci-
sions regarding the allocation of net income, in which case the usufruc-
tuary exercises the voting rights. Furthermore, double voting rights are
allocated to:
s any fully-paid registered share which has been duly recorded on the
books in the name of the same shareholder for a period of at least
four years from the date of the first General Meeting following the
fourth anniversary of the date when the share was registered on the
books; and
s any registered share allotted for no consideration to a shareholder,
in the event of a capital increase effected by capitalisation of sums
in the share premiums, reserves or retained earnings accounts, in
proportion to any existing shares which carry double voting rights.
Double voting rights cease automatically under the conditions specified
by the law and notably for any share that was the subject of a conversion
to bearer or a transfer, excluding any “registered to registered” trans-
fer following succession, liquidation of community of property between
spouses or family donation.
Failure to disclose attainment of certain ownership thresholds as pro-
vided by law or by the Articles of Association may disqualify the shares
for voting purposes (see Article 11 of the Articles of Association on
page 245).
7.2.1.3 Information on factors liable to affect
the outcome of a public offering
As a société en commandite par actions (partnership limited by shares),
Hermès International is governed by certain provisions specific to this
legal form, stipulated by law or by the Articles of Association, and which
are liable to have an effect in case of a public offering, namely:
s the Executive Chairmen may only be appointed or dismissed by the
Active Partner;
s Émile Hermès SARL, the Active Partner, must retain in its Articles of
Association certain provisions concerning its legal form, corporate
purpose and the conditions to be met to qualify as a partner (see
Article 14.3 of the Articles of Association of Hermès International on
page 246);
s Hermès International may be converted into a société anonyme (cor-
poration) only with the consent of the Active Partner;
s except for decisions coming under their exclusive competence, no
decision by meetings of Limited Partners (shareholders) is legiti-
mately taken if it was not approved by the Active Partner no later
than the closure of that meeting. Hermès International’s Articles of
Association also contain stipulations that are liable to produce an
impact on the outcome of a public offering, namely:
• voting rights are exercised by the bare owners at all General
Meetings, except for decisions regarding the allocation of net
income, in which case the usufructuary shall exercise the voting
rights,
• double voting rights are allocated to each share registered on the
books in the name of the same shareholder for a period of four
consecutive years,
• any shareholder who comes to hold 0.5%of the share capital and/
or voting rights, or any multiple of that percentage, must disclose
this fact (Article 11 of the Articles of Association).