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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
270
INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL
7
FINANCIAL AUTHORISATIONS
Resolution
number
Duration of the
authorisation
Expiry
Characteristics
Use during the
2016 financial year
Granting stock
options
14th
38 months
(31 July 2019)
The number of purchase
options granted pursuant to
the 14th resolution and the
number of shares freely allocated
pursuant to the 15th resolution
may not represent a number of
shares greater than 2% of the
total number of existing shares at
the time of the allocation without
taking into account those already
granted pursuant to previous
authorisations.
The purchase price of the shares shall
be set by the Executive Management
within the limits and according to the
procedures specified in Article L. 225-
177 sub-paragraph 4 of the French
Commercial Code (
Code de commerce
),
and shall be at least equal to the average
of the prices quoted on the regulated
market of Euronext Paris during the twenty
stock market trading days preceding the
allocation of the option, without being less
than 80% of the average purchase price of
the shares held. In the event of allocations
to one or more Executive Chairmen:
s
the Company must fulfil one or more
of the conditions specified in Article
L. 225-186-1 of the French Commercial
Code (
Code de commerce
); and
s
the purchase options may not be
exercised before the termination of
duties as Executive Chairmen; unless a
quantity of shares resulting from option
exercise has been fixed that they must
keep registered until the cessation of
their functions;
s
the exercise price of the options will not
include any discount;
s
the options granted will be subject to
serious and demanding performance
conditions, to be met over several years
and defined at the time of issuance;
s
the maximum percentage of shares
for which Executive Chairmen may be
granted the right to purchase options
under this resolution will be 0.05% of
the share capital at the date on which
Executive Management decides to
grant them, the sub-limit being charged
within the 2% joint delegations ceiling
under the 14th and 15th resolutions.
None
Free allocations
of the Company’s
existing ordinary
shares
15th
38 months
(31 July 2019)
The number of purchase
options granted pursuant to
the 14th resolution and the
number of shares freely allocated
pursuant to the 15th resolution
may not represent a number of
shares greater than 2% of the
total number of existing shares at
the time of the allocation without
taking into account those already
granted pursuant to previous
authorisations.
In the event of allocations to one or more
Executive Chairmen:
s
the Company must fulfil one or more
of the conditions specified in Article
L. 225-197-6 of the French Commercial
Code (
Code de commerce
); and
s
the allocated shares may not be sold
before the termination of duties as
Executive Chairmen, unless a quantity
of these shares has been fixed that
they must keep registered until the
cessation of their functions;
s
the freely allocated shares will be
subject to serious and demanding
performance conditions to be satisfied
for several years and defined at the
time of their allocation;
s
the maximum percentage of bonus
shares that may be allocated shall
be 0.05%, this sub-limit being offset
against the limit of 2% common to the
delegations of authority of the 14th and
15th resolutions.
See pages 140
and 146
(1) This authorisation was cancelled, for the remaining duration and for the unused fraction, by new delegations of the same nature authorised by the General Meeting
of 31 May 2016.
(2) These delegations are intended to be cancelled, for the remaining duration and for the unused fraction, in case of the adoption of new resolutions concerning new
delegations of the same nature by the General Meeting of 6 June 2017.