On 4 October 2013, the Hong Kong Stock Exchange Limited (the "Stock Exchange") granted a conditional waiver (the "Waiver") to L'Occitane International S.A. (the "Company") in respect of Rule 10.06(5) of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange to allow it, following any repurchase of shares, to elect to hold its own shares in treasury instead of automatically cancelling such shares. As a consequence of such Waiver the Stock Exchange has agreed certain consequential modifications to other Listing Rules applicable to the Company.
Shares held in treasury may subsequently be sold for cash, transferred pursuant to an employees' share scheme or cancelled.
The Waiver is subject to certain conditions including compliance with the modified Listing Rules and Luxembourg law on treasury shares. As part of the Waiver, there are various consequential modifications to the Listing Rules which have been agreed between the Company and the Stock Exchange as sensible modifications in order to accommodate the holding by the Company of treasury shares. The full modifications are posted on the Company's website at group.loccitane.com/treasury_shares.aspx?l=en and on the Stock Exchange's website at www.hkexnews.hk.
The Waiver has been granted and the consequential amendments to the Listing Rules agreed with the Stock Exchange based on the specific circumstances of the Company as a Luxembourg incorporated company with the ability to hold treasury shares and the inability to cancel shares repurchased without the need for a subsequent extraordinary general meeting of shareholders.