Hermès - Registration Document 2016

2016 REGISTRATION DOCUMENT

HERMÈS INTERNATIONAL

261

INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

INFORMATION ON SHARE CAPITAL AND SHAREHOLDERS

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

SHAREHOLDER PACTS

AND AGREEMENTS

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:

theorganisationof theHermès family grouphas not been significantly

modified since the incorporation of the company H51 SAS;

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;

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.