Hermès - Registration Document 2016

2016 REGISTRATION DOCUMENT

HERMÈS INTERNATIONAL

260

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS

Ceilings and conditions of the authorisation

Purchases and sales of shares representing up to 10% of the

share capital would be authorised,

i.e.

for indicative purposes as of

31 December 2016: 10,556,941.

The maximum purchase price (excluding costs) would be set at €600

per share.

The maximum amount of funds to be committed would be set at

€1,500 million. Treasury shares held on the day of the General

Meeting are not taken into account in this maximum amount.

Pursuant to the law, the total number of shares held at a given date

may not exceed 10% of the share capital as of that date.

The shares may be purchased by any means, including all or part

of interventions on regulated markets, multilateral trading systems,

with systematic internalisers or OTC, including block purchases of

securities (without limiting the portion of the buyback programme

carried out by thismeans), by public offering to purchase or exchange

or the use of options or derivatives (in compliance with legal and

regulatory requirements applicable at the time), excluding the sale of

put options, and at the time that the Executive Management deems

appropriate, including during a public offering for the shares of the

Company, in accordancewith stockmarket regulations, either directly

or indirectly

via

an investment services provider. The shares acquired

pursuant to this authorisationmay be retained, sold, or transferred by

any means, including by block sales, and at any time, including during

times of public offerings.

Duration of the authorisation

This authorisation would be valid for 18 months from the date of the

Combined General Meeting of 6 June 2017,

i.e.

until 6 December 2018.

7.2.3

CODE OF MARKET ETHICS

European regulation (EU) no. 596/2014 of 16 April 2014 on market

abuse (commonly known as MAR) entered into force on 3 July 2016. It

was completed by the AMF’s Position-Recommendation no. 2016-08 of

26 October 2016 (guide to permanent information and management

of inside information) and two AMF instructions, namely no. 2016-06

on transactions by Senior Executives and similar and no. 2016-07 on

notification procedures within the framework of a deferred publication

of inside information.

The new regulations have ushered in new rules and measures applying

to insiders, to listed companies and to their Senior Executives. They have

forced a review of internal procedures, practices and prevention training

in respect of insiders within the Hermès Group.

On 1 February 2017, the Hermès Group adopted a new Code of Market

Ethics formalising the steps taken and the obligations incumbent on

people, whether or not they are senior executives, who have access to

inside information. The new Code consolidates and replaces documents

released earlier, including the Stock Market Ethics Charter cited in pre-

vious registration documents. A summary of the new Code is made avai-

lable each time it is updated on the website

http://finance.hermes.com/

on the “Corporate Governance” page, under “Management Bodies/The

Supervisory Board”.

It is structured as follows:

Review of definitions

(inside information, insiders and similar, insider

lists, trading days, AMF).

Internal procedures within the Group

Creation of “blackout” periods

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 SARL are qualified as

“permanent insiders” (as defined in MAR).

Internally, Hermès International qualifies as “sensitive” persons any

non-insiders among employees who are liable to hold sensitive or confi-

dential information that is not classified as inside information. As a pre-

ventivemeasureandtofacilitateaccountability,thesepeoplearesubject

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 to:

permanent insiders from the timewhen quarterly revenue figures and

annual and interimearnings figures are reported internally (the repor-

ting of accounting items allowing numbers to be identified sufficiently

clearly before they are made public);

for permanent insiders and sensitive persons during “financial” blac-

kout periods:

•

a period of 30 calendar days before the annual or interim financial

statements are made public,

•

a period of 15 calendar days before the quarterly information is

made public;

for recipients of free shares (only for the sale of free shares), at the

end of the retention period during “free share” blackout periods:

•

a period of ten trading days before and three trading days after the

annual or interim financial statements are made public,

•

a period of ten trading days before and three trading days after the

quarterly information is made public,

•

exceptionally, a period beginningwhen theGroup issues a specific

alert about a transactionprohibiting trading until adate ten trading

days after the transaction is made public.