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Interparfums — Annual Report 2022
Mar 31, 2023
1445_10-k_2023-03-31_148ad763-20d7-4185-bde5-e63fcd102ce4.pdf
Annual Report
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Message of the chief executives — 3 Key figures 2022 — 4 Annual highlights and outlook — 6 Corporate governance — 8 Strategy — 12 Corporate social responsibility — 13 Market — 14 Organization and teams — 16 Know-how — 18 Brand portfolio — 20 Shareholder information — 48 Condensed financial statements — 50 Group organization — 52 Universal Registration Document — 53
Annual report 2022 Interparfums
Message of the Chief Executives
Dear friends,
Interparfums achieved record sales in 2022 of over €700 million.
This performance was made possible by very robust markets in many regions, particularly in North and South America, but also in Asia and Western Europe.
But even more importantly, it reflects the considerable desirability of our brands among consumers. Today more than ever, Interparfums has a portfolio of strong brands, now further enhanced by the signature of the agreement with Lacoste.
Still, against the backdrop of the war in Ukraine and a difficult global geopolitical situation, the year has not been easy. Our teams skillfully navigated the difficult environment of enduring supply chain difficulties expected to continue in 2023.
These different factors which have become an integral part of our business environment provide us with many reasons for satisfaction. This is because year after year, Interparfums has been successful in surmounting new and varied challenges, while continuing to grow and remain profitable.
But beyond these purely operating factors, we are particularly proud of our ability to keep growing while integrating newer, but essential, priorities.
We are of course here referring to our commitment to corporate social responsibility. Reflecting its increasing importance for the planet as a whole, the environment has also become a major issue for our company.
By making progress in recycling components, reducing the weight of various materials, and contributing to empowering our teams and industrial partners, Interparfums has developed a path for sustained but responsible growth.
And while the environment has become an issue of day ‑to ‑day importance, work‑related and social priorities have also undergone far ‑reaching changes and acquired greater significance.
Indeed, as I'm sure you have all observed, attitudes regarding work‑like balance have significantly evolved since the health crisis of 2020. This means that in response to the emergence of new personal lifestyle aspirations, we must understand and integrate this new reality to achieve the right balance in terms of our approach to human resources management.
When Interparfums celebrates its 40th anniversary in 2023, we are confident that the company is better equipped than ever to meet the current and future challenges and solidify its position as a strong challenger in the selective fragrance market. And while some things change and evolve, one thing remains unchanged: our utmost confidence in this company and in the men and women responsible for its success.
Best regards to all
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Philippe Benacin Jean Madar
Key figures 2022
Montblanc fragrances reported sales of €184m, up nearly 30%, on continuing gains by all Montblanc Legend lines, and reinforced by the addition of Montblanc Legend Red line at the beginning of the year.
Jimmy Choo fragrances also had sales of more than €180m, up nearly 40% driven by particularly strong demand for all the established lines, the continued success of the I Want Choo line launched in 2021, and the launch of new flankers, I Want Choo Forever and Jimmy Choo Man Aqua introduced in 2022.
Coach fragrances had sales of €154m, up 33%, reflecting the continued growth in demand for nearly all of Coach's established women's and men's lines and the recent launch of the Coach Wild Rose and Coach Open Road lines.
Despite a historically important presence in Eastern Europe and the current context, Lanvin fragrances experienced a limited decline in 2022, a year with no major launches.
Rochas fragrances grew nearly 7% on the strength of the Eau de Rochas lines and the good performance of the eco‑responsible Rochas Girl line.
The roll‑out of Moncler's first fragrance line in an intentionally highly selective distribution channel, in line with the long‑term strategy, generated €14 million in sales.
All regions contributed to growth:
North America, with a perfumes and cosmetics market that is continuing to grow, registered a very positive performance with 27% growth in sales, despite the shipping difficulties in the United States experienced in H1.
South America maintained the positive momentum of the prior year with annual growth of more than 20%.
Coach, Jimmy Choo, Montblanc and Moncler fragrances drove growth in Asia (+26%), while lockdown measures in certain cities have temporarily impacted activity in China (+7%) in the last few months.
And while the war in Ukraine naturally affected business in Eastern Europe, the region nevertheless recorded growth of 13% driven by Jimmy Choo and Montblanc fragrances.
In Western Europe, Montblanc and Jimmy Choo fragrances fueled particularly robust growth (+ 28%).
In France, all the portfolio's brands contributed to growth of 10% in the period.
After a mixed performance in 2021 and a change of partner in the United Arab Emirates, the Middle East (+51%) is gradually returning to a higher rate of growth.
| € thousands | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Sales | 455,342 | 484,260 | 367,365 | 560,827 | 706,624 |
| International (%) | 90.9% | 91.1% | 92.4% | 92.4% | 93.7% |
| Operating profit | 66,188 | 73,069 | 46,909 | 100,877 | 131,821 |
| % of sales | 14.5% | 15.1% | 12.8% | 18.0% | 18.7% |
| Net income/(loss) attributable | |||||
| to owners of the parent | 47,150 | 50,633 | 30,704 | 71,095 | 99,523 |
| % of sales | 10.4% | 10.5% | 8.4% | 12.7% | 14.1% |
| Shareholders' equity | |||||
| (attributable to the parent) | 444,598 | 462,829 | 492,488 | 541,409 | 592,459 |
| Cash net of borrowings | 182,605 | 195,651 | 217,158 | 147,663 | 88,734 |
| Total assets | 596,869 | 601,003 | 616,794 | 822,219 | 987,977 |
| Headcount | 276 | 300 | 290 | 298 | 317 |
Sales
(in € millions)
Operating profit
(in € millions)
Balance sheet highlights
(in € millions)
Earnings per share(1)
(in €)
Net income attributable to owners of the parent
(in € millions)
Cash net of borrowings
(in € millions)
(1) Restated for bonuses shares issues.
Annual highlights and outlook
January
— Launch of the fragrance line, Montblanc Legend Red The famous Montblanc Legend fragrance goes red as it celebrates its 10‑year anniversary and returns with a new woody fruity iteration, Montblanc Legend Red.
— Launch of the Kate Spade Sparkle line
Kate Spade Sparkle celebrates a captivating and confident facet of the Kate Spade woman, reflecting the sensual and empowering spirit of the second chapter of the brand's fragrance story.
— Launch of Patchouli Blanc in the Van Cleef & Arpels Collection Extraordinaire
The Patchouli Blanc spirit is a light and airy reinterpretation of a crystal‑clear patchouli and the third "white wood" fragrance of the Collection.
February
— Launch of Coach Wild Rose
Delicate and poetic, the Eau de Parfum draws its inspiration from the free‑spirited beauty of a meadow of wild flowers.
— Introduction of the new refillable bottle of the Rochas Girl eco‑friendly line
Using the Refill Good With Girl provides savings of 40% in glass, 46% in plastics, 35% in cardboard and 66% in metal. A small gesture for you and for the planet.
March
— Karl Lagerfeld: launch of the third Places by Karl duo
Karl Lagerfeld fragrances added two new olfactory destinations illustrating the designer's journey. Rome – Divino Amor (for women) and Vienna – Opera (for men).
— Interparfums headquarters
Interparfums moved into its new Paris headquarters at 10 rue de Solférino at the end of March, a 3,700 sqm high environmental performance office complex.
— 3rd employee stock ownership plan
In March, reflecting its corporate culture as a responsible employer, Interparfums set up its third employee stock ownership plan for all group employees, following those of 2016 and 2019.
April
— SBF 120 index
In April, the company's long‑standing commitment to quality financial communications was rewarded by the inclusion of Interparfums' shares in the CAC Mid 60 and SBF 120 indices.
— Launch of the Jimmy Choo Man Aqua line
Jimmy Choo Man expands its line with a new invigorating fragrance: Jimmy Choo Man Aqua, a refreshing Eau de Toilette which is laced with a marine‑soaked breeze.
May
— Dividend
The company paid a dividend of €0.94 per share representing a ratio of 75% of the 2021 consolidated net income.
June
— Bonus share issue
The company proceeded with its 23rd bonus share issue on the basis of one new share for every ten shares held.
— Rochas Girl as a two‑time winner of the "Fragrance Foundation Awards"
The Fragrance Foundation Awards ceremony represents an annual celebration of fragrance. Juries comprised of consumers and professionals selected the Rochas Girl line for both the Professional Prize as well as the Public Prize in the Best Women's Launch category.
— Launch of the Mon Éclat line of Lanvin
Mon Éclat opens a new chapter of Éclat Arpège as a radiant and cheerful composition designed for all lovers of life.
July
— Launch of the I Want Choo Forever line of Jimmy Choo
The Jimmy Choo Glam Squad has struck again and presents its new fragrance: I Want Choo Forever, which will delight fans by bringing together all the brand's signature codes.
August
— Launch of Boucheron Singulier Eau de Parfum for men
Thoroughly Boucheron and singularly masculine, the Eau de Parfum Boucheron Singulier captures all the Parisian essence of the brand in its ultramodern and sophisticated trail.
— Launch of Coach Open Road
This new aromatic Eau de Toilette for Men, Coach Open Road, encapsulates the brand's distinctive character: the positive energy and invigorating vibe of a road trip with friends.
September
— Launch of Byzance Gold by Rochas
Created in 1987 and reinterpreted in 2019, this legendary fragrance from the fashion house has been reinvented again this year, with a modern twist, in an opulent new composition: Byzance Gold.
Outlook
October
— Launch of Moonlight Patchouli Le Parfum of the Van Cleef & Arpels Collection Extraordinaire
The Maison is now releasing a fragrance version of this unique creation: Moonlight Patchouli Le Parfum, a bewitching and magnetic composition that seems to have captured the intensity of the night.
November
— Interparfums improves its Gaïa index ESG rating
Interparfums has made further progress in the areas of environmental, social, and corporate governance (ESG) based on the results of the 2022 campaign of the rating agency Gaïa Research which ranks the top performing companies in this area.
December
— Lacoste and Interparfums sign a fragrance license agreement
On December 21, Lacoste, the iconic fashion sport brand, and Interparfums SA, announced the signing of a worldwide exclusive 15‑year fragrance license agreement effective January 1, 2024.
Against the backdrop of a turbulent economic and geopolitical environment, in 2022 the Group achieved the best financial performance in its history on the strength of its expertise, the dedication of its teams, and the continuing appeal of its brands to consumers in a global perfume market that remains buoyant.
Despite pressure on the supply chain and inflation expected to continue this year, the Group remains optimistic about its prospects for continuing growth with sales expected to reach €750 million in 2023 combined with profitability at high level.
Move to the new headquarters office complex
Interparfums moved into its new Paris headquarters at 10 rue de Solférino at the end of March.
Management Committee members
(at December 31, 2022) (from left to right)
Pierre Desaulles
Managing Director of Interparfums Luxury Brands
Natacha Finateu General Counsel and Chief Legal Officer
Jérôme Thermoz
Executive Director, French Distribution
Stanislas Archambault Executive Director – Operational & Digital Marketing
Philippe Benacin Chairman and Chief Executive Officer
Véronique Duretz
Vice President of Human Resources
Delphine Pommier Executive Director
– Marketing Development & Communication
Frédéric Garcia-Pelayo Executive Vice President, Chief International Officer
Axel Marot
Executive Director, Supply Chain & Operations
Philippe Santi Executive Vice President, Chief Financial and Legal Officer
Renaud Boisson
Managing Director of Interparfums Asia Pacific
Board of Directors
(at December 31, 2022)
Philippe Benacin Président-Directeur Général (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Jean Madar Director (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Maurice Alhadève Independent Director (not proposed for renewal at the 2023 General Meeting)
Constance Benqué Independent Director
Patrick Choël Director (not proposed for renewal at the 2023 General Meeting)
Dominique Cyrot Independent Director
Véronique Gabaï-Pinsky Director (not proposed for renewal at the 2023 General Meeting)
Frédéric Garcia-Pelayo Director and Executive Vice President (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Chantal Roos Independent Director (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Proposal submitted to appoint two new directors
Philippe Santi Director and Executive Vice President (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Marie-Ange Verdickt Independent Director (renewal submitted for approval by the 2023 General Meeting of Shareholders)
Olivier Mauny Independent Director (subject to approval of this proposed appointment by the 2023 General Meeting)
Véronique Morali Independent Director (subject to approval of this proposed appointment by the 2023 General Meeting)
Strategy
Creating and developing with a long‑term vision, fragrance lines for selective brands
This strategy is based on a portfolio of high quality internationally renowned brands in the universe of leather goods, high fashion, jewelry and accessories endowed with a rich history.
Our know‑how
Marketing expertise
- Concepts perfectly adapted to the image and positioning of each brand which "tell a story"
- A complete range of marketing tools adapted to each line
- Advertising tools targeted by line and country, from traditional media to social media
Manufacturing expertise
- A thoroughly managed 18‑month production process from conception, the development of components to the production of finished goods
- A permanent requirement for products of the
- highest quality with an eco‑friendly approach
Distribution expertise
- Highly responsive logistics
- A presence in nearly 120 countries through a network of efficient long‑standing partners (subsidiaries, agents, distributors) — Regular promotional plans and events
- at points of sale
An efficient organization
- Specialized and experienced teams
- Short processes and rapid decision‑making cycles
Our values
A unique relationship with each brand
- A shared development strategy
- Ongoing shared communication initiatives
- Rapid validation processes by the different parties
- Dedicated marketing teams
Corporate citizenship
- A long‑standing corporate culture, perpetuated from one year to the next
- A strong sense of social responsibility
- A reinforced environmental commitment
Social responsibility
CSR (Corporate Social Responsibility) considerations are becoming increasingly important in the lives of companies and their employees, both professionally and personally.
While we recognize that Interparfums has, and continues to have, many strengths in terms of employee relations, social responsibility and governance, in 2021 we decided to take a more active approach to environmental issues.
Indeed, at that time, we were already applying Good Manufacturing Practices, our sourcing was primarily from Europe and we had a HQE (High Environmental Quality) warehouse.
Since then, in line with our size and resources, we have begun the process of measuring our carbon footprint before formalizing a low‑carbon path. And our product development process now includes an "optimized eco‑design" dimension.
This means, among other things:
- Increasingly use environmentally responsible materials;
- Reducing weight and size in glass, cardboard and plastics;
- Replacing certain materials by recycled materials or bio‑sourced materials.
This approach is spearheaded by the Supply Chain & Operations Department management and its teams, in the areas of primary and secondary packaging, juices, POS(1) materials, and the supply chain.
In addition, a comprehensive and pragmatic CSR strategy was developed, based on the widely used framework of the UN's Sustainable Development Goals (SDGs).
In order to tackle and effectively address these issues, a CSR Executive Committee was formed, made up of all internal stakeholders: the Human Resources Department for employment‑related issues, the Legal Department for governance and the Supply Chain & Operations Department for the environment, of course, and also the Communications Department and the Shareholder Relations Department. This committee is spearheaded by an internal team member with expertise in this field.
This strategy and action plan were submitted for approval to the Group Chairman-CEO and to the Board of Directors.
GAÏA index
Interparfums further improved its ranking in the 2022 campaign of the Gaïa Research – Ethifinance rating agency which assesses the Environmental Social and Governance (ESG) performances of the top French SMEs and mid‑tier firms. This score is calculated on the basis of 140 criteria divided into 4 themes: Environmental, Social, Governance and External Stakeholders Relations.
| Campaign | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|
| ESG Rating | 67 | 71 | 74 | 81 |
The company is ranked 4th in the category of companies with revenue of more than €500 million and 1st in the industry sector ranking.
This progress, in large part reflects significant gains in the Environmental area, with significant advances in product eco‑design and greenhouse gas emissions monitoring, as well as in Governance, with the formalization of the business ethics charter. Performances in the Employment and External Stakeholders areas improved marginally or remained stable respectively.
Market
US market
In 2021, the US fragrance and cosmetics registered absolutely exceptional growth with an increase in business of 43%, not in relation to 2020 but compared to 2019! And even though this momentum was less pronounced in 2022, the market has nevertheless grown by almost 12% over the previous year. As a result, in the space of just two years this market will have grown from US\$4.2 billion to over US\$7 billion!
With retail sales of \$188 million, up 53%, Interparfums' market share in the United States is now nearly 3%, as the Coach, Jimmy Choo and Montblanc brands are henceforth among the top 20 brands in this market.
French market
The recovery that began in 2021 remained on track in 2022 as sales in the fragrance and cosmetics market grew 12% in the period. But while Covid-related closures of selected points of sale in the spring fueled strong online growth in 2021, this trend was reversed in the following year as in‑store sales rose 15% and online sales contracted 5%.
For Interparfums, operations were inevitably disrupted by supply chain difficulties experienced throughout 2022. For that reason, in‑store sales marginally underperformed in relation to the market as a whole with growth of 9%. The percentage of online sales nevertheless held its ground at around 15% of total sales, reflecting the particularly good performance of the Rochas and Montblanc brands, especially through the my-origines.com e‑commerce site.
Organization and teams
Production & Logistics
The task of managing production, each year, for thousands of product references requires skill in orchestrating and ensuring a harmonious interaction between several activities: technical development, procurement, production planning at our subcontractors, logistics, regulatory oversight. A department with 53 employees performs these missions which include a Quality team ensuring that procedures defined in the specifications are respected.
Marketing
A staff of 40 is responsible for this fine‑tuned alchemy of the product creation process from the initial idea and conception up to display at points of sale. In close collaboration with the fashion houses, this work is based on achieving just the right balance between imagination, sensitivity and maintaining the coherence of each new product with its brand universe.
Operational and Digital Marketing
A team of 13 people is responsible for the Operational Marketing which includes brand staging and promotion at points of sale, consumer engagement, merchandising and training. The department also contributes to the acceleration of our digital transformation by harmonizing our influence campaigns and improving our digital media campaign tools and the performance of our natural and e‑commerce search engine optimization strategy.
Export
A staff of 26 manages the development of our products throughout the world, mainly through distributors that are in turn responsible for retail distribution networks. A task that remains focused on respecting all the criteria imposed by the brands (the choice of the distribution networks, pricing policy, communications strategy, merchandising, etc.,) while taking into account the specific cultural codes of each country.
French Distribution
The distribution policy, commercial management, monitoring sales margins and advertising budgets for France are managed by a team of 39. Every launch is based on its own specific strategy both with respect to each brand and each retail channel. The primary goal: reach the consumer through strong campaigns and true drivers of differentiation starting with the product's added value.
Finance
A team of 52 is responsible for the areas included under Finance (financial, statutory and tax accounting management, consolidation, internal control, cash management and collection), Human Resources, Legal Affairs and Communications (financial, corporate and investor relations).
Rochas Fashion
A team of 2 drives the strategic vision and ensures the coherence of the image with licensees, notably for Rochas womenswear and menswear ready‑to‑wear collections, jewelry and accessories.
Subsidiaries
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Interparfums SA has a distribution subsidiary in Europe (Parfums Rochas Spain in Spain) working in collaboration with a local partner.
It also has a standalone distribution subsidiary in the United States (Interparfums Luxury Brands) managed by a team of 70.
Finally, the development of operations in the Asian market is spearheaded by the Singapore subsidiary (Interparfums Asia Pacific) with a team of 19.
Know‑how: the itinerary of a perfume
Imagining, creating
A perfume is born as an emanation of a brand's universe. Starting with its codes, identity and even fantasy, it seeks to express both the positioning developed over time and also a precise moment of dialogue between the brand and its public. For each fragrance, Interparfums' marketing team builds on these core values to tell a unique story with a connection to the brands.
Through this alchemy, life takes form: from the technical brief defined by the Marketing department, the perfumer will assemble the components that will give birth to a unique fragrance. Delicate associations, subtle blends, original combinations: designing a fragrance calls for a unique mix of boldness, reason, experience and imagination.
Manufacturing, Packaging
Bottles, caps, pumps, glass makers, cardboard packaging materials for outside boxes and inner boxes, metallic components. These different components are manufactured by as many as 100 subcontractor partners. As for the fragrances, they are delivered in concentrated form. All these phases are spearheaded by the Production teams which apply their high level of expertise for coordinating and ensuring compliance with the industrial planning process. The entire process is carried out in accord with the principles of ethical and environmental responsibility.
Ensuring traceability, transport, distribution
As an interface with commercial teams, the logistics teams then intervene to ensure the traceability of products, their transport, the management of inventories in relation to orders and forecasts: a balancing act of the highest precision.
A specific regional or global distribution strategy is developed for each brand, integrating different cultural approaches according to countries. Interparfums furthermore has a network of loyal and well‑established distributors. Partners ensuring the right segment for each fragrance while respecting the specific conditions of the selective distribution market.
The launch
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After 18 months of development, the perfume reaches the end of its journey: its meeting with those who embrace its story and wear the fragrance. Marketing and media campaigns, point‑of‑sale events… the launch process has been designed for each country, well in advance to generate interest and momentum and to create the event.
Brand portfolio
Our missions
developing perfume and cosmetic lines through license agreements with leading luxury brands in close collaboration with each of their creative and marketing teams.
Underpinning our core values
utmost respect for the prestigious brands that grant us their confidence, creativity in the service of their image, professionalism and high digital transformation standards in product design and packaging and orchestrating their distribution and promotion.
Defining our vision
a strategy based on long‑term partnerships with all stakeholders to ensure optimized management of the creative process and production and a flexible organizational approach involving the outsourcing of packaging and logistics in France.
Supporting our ambition
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strengthening governance, social and environmental responsibility practices by integrating "optimized eco‑design" into our product development process.
In late December 2010, Boucheron and Interparfums signed a 15‑year license agreement to create, produce and distribute perfumes under the Boucheron brand that commenced on January 1, 2011.
Boucheron
Boucheron Femme (1988) Boucheron pour Homme (1989) Jaïpur Homme (1998) Jaïpur Bracelet (2012) Boucheron Quatre (2015) Boucheron La Collection (2017) Serpent Bohème (2020) Boucheron Singulier (2022)
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Boucheron fragrances had sales of €17.7 million in 2022.
€17.7m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 2.5%
In April 2015, Interparfums signed an 11‑year worldwide license agreement with Coach Inc., the leading New York design house of modern luxury and fashion accessories and lifestyle collections.
Coach
Coach Eau de Parfum (2016) Coach Eau de Toilette (2017) Coach for Man (2017) Coach Floral (2018) Coach Men Platinum (2018) Coach Floral Blush (2019) Coach Dreams (2020) Coach Man Blue (2020) Coach Dreams Sunset (2021) Coach Wild Rose (2022) Open Coach Road (2022)
Coach fragrances has recorded sales of more than €153 million in 2022, up 33%, driven by continuing growth in demand for nearly all of Coach's established women's and men's lines and the recent launch of the Coach Wild Rose and Coach Open Road lines.
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€153.8m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 21.8%
In early October 2009, the Jimmy Choo and Interparfums groups signed a 12‑year worldwide license agreement commencing on January 1, 2010 for the creation, development and distribution of fragrances under the Jimmy Choo brand. In December 2017, this license agreement was extended to 2031.
Jimmy Choo
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Jimmy Choo (2011) Jimmy Choo Flash (2013) Jimmy Choo Man (2014) Jimmy Choo Illicit (2015) Jimmy Choo Illicit Flower (2016) Jimmy Choo L'Eau (2017) Jimmy Choo Man Ice (2017) Jimmy Choo Blue (2018) Jimmy Choo Fever (2018) Jimmy Choo Urban Hero (2019) Jimmy Choo Séduction Collection Make up & fragrances (2020) Jimmy Choo I Want Choo (2021) Jimmy Choo I Want Choo Forever (2022) Jimmy Choo Man Aqua (2022)
Jimmy Choo fragrances had sales in 2022 of more than €180 million, up by nearly 40% on particularly strong demand for all the established lines, the continued success of the I Want Choo line launched in 2021, and the launch of new flankers, I Want Choo Forever and Jimmy Choo Man Aqua introduced in 2022.
• €181.6m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 25.7%
In October 2012, Karl Lagerfeld, the internationally renowned fashion house, and Interparfums signed a 20‑year exclusive worldwide license agreement to create, produce and distribute perfumes under the Karl Lagerfeld brand.
Karl Lagerfeld
Karl Classic (1978) Karl Lagerfeld Femme (2014) Karl Lagerfeld Homme (2014) Private Klub (2015) Les Parfums Matières (2017) Places by Karl (2020)
Main 2022 awards
Karl Lagerfeld Tokyo Shibuya (women) — "Duftstars 2022" award in the category Lifestyle (Germany)
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With €21 million in sales in 2022, Karl Lagerfeld perfumes posted very strong growth of 25% driven by high volumes.
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€21.0m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 3.0%
Created in Manhattan in 1993, the Kate Spade New York brand is the incarnation of a joyful art de vivre and a lifestyle driven by optimism. Its fresh style, pop‑inspired world and high‑quality products make it an essential brand.
In June 2019, Interparfums and Kate Spade entered into an exclusive global 10 1⁄2 year fragrance license agreement as from January 2020.
Kate Spade
Kate Spade New York (2021) Kate Spade Sparkle (2022)
Kate Spade New York fragrances reported sales of €19.3 million in 2022 based on the very strong growth of Kate Spade New York and Kate Spade Sparkle and solid positions in the US market.
€19.3m 2022 sales
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•••••••••••••••••••••••••••••••••••••••••••••••••• 2.7%
In July 2004 Interparfums entered into a 15‑year exclusive worldwide license agreement with the company Lanvin to create, develop and distribute fragrances worldwide under the Lanvin name.
At the end of July 2007, Interparfums acquired the Lanvin brand names and international trademarks for class 3 fragrance and make‑up products from the Jeanne Lanvin SA company. On the same date, the two companies mutually agreed to terminate the existing licensing contract signed in June 2004.
Lanvin
Arpège (1927) Lanvin L'Homme (1997) Éclat d'Arpège (2002) Rumeur 2 Rose (2008) Jeanne Lanvin (2008) Marry Me ! (2010) Éclat d'Arpège Pour Homme (2015) Éclat de Fleurs (2015) Modern Princess (2016) Modern Princess Eau Sensuelle (2018) Éclat de Nuit (2018) A girl in Capri (2019) Éclat d'Arpège Sheer (2020) Les Fleurs de Lanvin (2021) Mon Éclat (2022)
Despite a historically important presence in Eastern Europe and the current context, Lanvin fragrances experienced a limited decline in 2022, a year with no major launches.
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€50.3m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 7.1%
Moncler was founded at Monestier‑de-Clermont, Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands of nature with those of city life.
Moncler SpA, the iconic global luxury brand, and Interparfums SA signed an exclusive and worldwide license agreement for fragrances which will last until December 31, 2026, with a 5‑year extension option.
Moncler
Moncler pour Femme (2021) Moncler pour Homme (2021)
Main 2022 awards
Moncler Pour Femme and Moncler Pour Homme — Best Design Award at the Norwegian Cosmetics Awards (Norway)
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€14.0m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 2.0%
In early January 2010, Montblanc and Interparfums signed a 10 1⁄2 year license agreement to create, produce and distribute perfumes and ancillary products under the Montblanc brand with a commencement date of July 1, 2010.
In October 2015, the two companies decided, to extend their partnership for an additional five years, i.e. until December 31, 2025. In February 2023, this license was extended for an additional term of five years, i.e. until December 31, 2030.
Montblanc
Présence (2001) Présence d'une Femme (2002) Individuel (2004) Femme Individuelle (2004) Starwalker (2005) Montblanc Legend (2011) Montblanc Legend Femme (2012) Montblanc Emblem (2014) Lady Emblem (2015) Montblanc Legend Spirit (2016) Montblanc Legend Night (2017) Montblanc Explorer (2019) Montblanc Signature (2020) Montblanc Legend Eau de Parfum (2020) Montblanc Explorer Ultra Blue (2021) Montblanc Legend Red (2022)
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Montblanc fragrances reported sales in 2022 of €184 million, up nearly 30%, on continuing gains by all Montblanc Legend lines, and reinforced by the addition of the Montblanc Legend Red line at the beginning of the year.
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€184.0m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 26.0%
On March 19, 2015 Interparfums signed an agreement with Procter & Gamble Co to acquire the Rochas brand, for class 3 (cosmetics) and 25 (fashion).
Rochas
Femme (1945) Madame (1960) Eau de Rochas (1970) Rochas Man (1990) Eau de Rochas Homme (1993) Tocade (1994) Eau de parfum Mademoiselle Rochas (2017) Eau de toilette Mademoiselle Rochas (2018) Moustache (2018) Mademoiselle Rochas Couture (2018) Byzance (2019) L'Homme Rochas (2020) Girl (2021) Girl Eau de Toilette Rechargeable (2022)
Main 2022 awards
Girl Rochas
- Best Women's Launch Award (General Public and Industry Awards) at the FIFIs (France)
- Atualidade Cosmética Award for the international women's fragrance of the year 2022 (Brazil)
Rochas fragrances grew nearly 7% in 2022 on the strength of the Eau de Rochas lines and the good performance of the eco‑responsible Rochas Girl line.
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€37.7m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 5.3%
The Rochas Brand
Founded almost a century ago by Marcel Rochas, Rochas Paris is a historic French fashion and fragrance house. Reinventing modern attire through a unique mix of poetry and sophistication, the House has constantly striven to make everyday life extraordinary by combining lightness with joie de vivre. Over the years, his fashion and perfumes have become genuine forms of self‑expression, capturing a spirit of freedom and spontaneity and rich in fantasy.
In 1925, guided by his mantra, "elegance, simplicity, youth", Marcel Rochas created his Fashion House, at the youthful age of 23. He quickly made a name for himself as an innovative designer reputed for his mastery of color. In 1936, he expanded into perfumery, launching three first fragrances, his three A's: Air Jeune, Audace and Avenue Matignon. Mae West and Gloria Swanson, Hollywood's leading ladies at the time, sang the praises of the French brand. The young designer continued consolidating his reputation up until the start of World War II. However, in 1940, he would meet Hélène, his future wife and muse for his perfume "Femme," that formed the basis for the brand's prosperity for decades to come. Nicknamed the "sophisticated panther", she proved herself to be a formidable businesswoman upon the death of her husband and subsequent closure of the Rochas Couture in 1955. She then contributed to the international development of Parfums Rochas with the creation of Madame Rochas and Eau de Rochas.
At the end of the 20th century, the House's ready‑to‑wear activity was reborn, becoming Rochas Paris, and then joined the French group lnterparfums in 2015, accelerating its international development, reestablishing its Parisian base, and successfully launching the Mademoiselle Rochas perfumes, its male counterpart L'Homme Rochas, and the eco‑responsible Girl fragrance. In 2021, Charles de Vilmorin, a young fashion prodigy, was appointed creative Director. His collections full of poetry and his inspirations from the world of painting provide a distinctive freshness and originality. Instinctive illustrator, he plays with colors and adorns his silhouettes with prints and patterns.
Since his first spring summer 2022 fashion show, the young designer Charles de Vilmorin has been dressing the Rochas woman using a poetic and dramatic approach, adapting the couture codes of the soon‑to‑be century‑old house and perpetuating its values of audacity, elegance and timelessness.
Volumes, prints, colors, each season brings an eruption of femininity and contrasting styles in which liberated silhouettes and masterful tailoring coexist.
Thus, almost one hundred years after its creation, the Rochas French Couture and perfume house continues, through its collections and fragrances, to celebrate elegance in its own singular way.
The address
In the heart of Paris' 7th arrondissement, at 31 Rue de Grenelle, Maison Rochas has opened a resolutely chic all‑new concept store conveying the intimacy and warmth of a Paris apartment. In a building with a historic facade and a warm and luminous interior, its large windows offer a unique showcase for its infinitely fashionable and daring silhouettes.
At the end of September 2006, the Van Cleef & Arpels and Interparfums companies signed a worldwide license agreement to manufacture and distribute perfumes and related products under the Van Cleef & Arpels brand name with a 12‑year term that took effect on January 1, 2007.
In January 2019 this license agreement was renewed for 6 additional years up to December 31, 2024.
Van Cleef & Arpels
First (1976)
- Collection Extraordinaire (2009)
- Gardénia Pétale (2009)
- Orchidée Vanille (2009)
- Bois D'Iris (2009)
- Precious Oud (2010)
- California Rêverie (2014)
- Ambre Impérial (2015)
- Moonlight Patchouli (2016)
- Bois Doré (2017)
- Néroli Amara (2018)
- Rose Rouge (2018)
- Santal Blanc (2019)
- Bois D'Amande (2020)
- Oud Blanc (2020)
- Orchid Leather (2021)
- Patchouli Blanc (2022)
- Moonlight Patchouli Le Parfum (2022)
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Van Cleef & Arpels fragrances' growth remained on track in 2022 with sales up €22 million, up 22%, driven by the continuing success of the Collection Extraordinaire in France, the Middle East and Asia.
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€22.4m 2022 sales
•••••••••••••••••••••••••••••••••••••••••••••••••• 3.2%
Other brand
S.T. Dupont
In July 1997, Interparfums entered into an exclusive worldwide license agreement with S.T. Dupont to create and produce perfumes and cosmetics under the S.T. Dupont brand. This license agreement which has been renewed several times will end on December 31, 2023.
S.T. Dupont Classic (1998) S.T. Dupont Essence Pure (2002) Passenger (2008) S.T. Dupont Collection (2016)
Lacoste
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At the end of December, Lacoste, the iconic fashion sport brand, and Interparfums SA, announced the signing of a worldwide exclusive 15‑year fragrance license agreement effective January 1, 2024.
The launch of the first new perfume line is scheduled for 2024.
Shareholder information
Transparency and fair presentation of information: a double imperative
Since it was listed on the Paris Stock Exchange in1995, Interparfums' financial communications strategy has been based on a dual commitment to both transparency and fair presentation. This approach is strengthened by a commitment to dialogue and proximity with a range of both targeted and diversified tools: the annual report included with the Universal Registration Document, half‑year report, letter to shareholders, press releases and financial notices. These publications are supplemented by interactive tools and a platform for online exchange (www.interparfums.fr) as well as individual and group meetings with shareholders, analysts, journalists, fund managers… This policy was strengthened in 2022 with the creation of the Individual Shareholders Consultative Committee which met for the first time in December 2022 and more recently in March 2023.
Upcoming publications
Q2 2023 sales July 25, 2023
H1 2023 results September 12, 2023
Q3 2023 sales End of October 2023
2023 Letter to shareholders Mid-November 2023
2024 outlook Mid-November 2023
2023 sales End of January 2024
2023 results End of February 2024
Institutions providing financial research on Interparfums
Bryan Garnier, CIC Market Solutions, BNP Paribas Exane, Gilbert Dupont, ID Midcaps, Kepler Cheuvreux, TP ICAP and Oddo BHF.
Shareholder base as of December 31, 2022
Interparfums Inc.: 72.4% Free float: 26.5% Employee stock ownership: 0.9% Own shares: 0.2%
Interparfums has more than 15,400 individual shareholders and 700 institutional shareholders (with foreign investors representing more than one half).
Securities market information
Market: Euronext Paris
Market: Euronext compartment A
IPO date: November 1995
ISIN code: FR0004024222 ITP
Market maker: Oddo Securities
Eligible for Deferred Settlement Service (SRD) Eligible for French tax‑advantaged equity savings accounts (PEA)
Indexes: SBF 120 – CAC Mid 60
Dividends
The Board of Directors has decided to propose to the Annual General Meeting the distribution of a dividend of €1.05 per share for the financial year ended December 31, 2022.
Otherwise, for the 23rd consecutive year, a bonus share issue was carried out in June 2022 on the basis of one share for ten shares held.
| Dividend for fiscal year: Paid in: |
2019 2020 |
2020 2021 |
2021 2022 |
|---|---|---|---|
| Dividend per share | - € | €0.55 | €0.94 |
| Dividend adjusted for bonus share issues | - € | €0.45 | €0.85 |
| Annual change for the adjusted dividend | n/a | n/a | 88% |
Share price trends
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Number of shares comprising the capital (in millions) Closing price at December 31 Market capitalization (€m) |
51.99 €42.95 2,233 |
57.19 4,203 |
62.91 €73.50 €55.60 3,498 |
Trading activity: Interparfums vs. the SBF 120 (source: Boursier.com)
Condensed financial statements
Consolidated income statement
| € thousands | 2021 | 2022 |
|---|---|---|
| Sales | 560,827 | 706,624 |
| Cost of sales | (195,187) | (234,344) |
| Gross margin | 365,640 | 472,280 |
| % of sales | 65.2% | 66.8% |
| Selling and administrative expenses | (266,749) | (340,459) |
| Operating profit | 98,891 | 131,821 |
| % of sales | 17.6% | 18.7% |
| Net financial income/(expense) | 2,420 | 1,465 |
| Income before income tax | 101,311 | 133,286 |
| % of sales | 18.1% | 18.9% |
| Income tax | (29,676) | (33,061) |
| Effective tax rate | 29.3% | 24.8% |
| Share of profit from equity‑accounted companies | 45 | (47) |
| Net income | 71,680 | 100,178 |
| % of sales | 12.8% | 14.2% |
| Share of net (income)/loss attributable to non‑controlling interests | (585) | (655) |
| Net income/(loss) attributable to owners of the parent | 71,095 | 99,523 |
| % of sales | 12.7% | 14.1% |
Consolidated balance sheet
Assets
| € thousands | 2021 | 2022 |
|---|---|---|
| Non‑current assets | ||
| Net trademarks and other intangible assets | 149,777 | 231,595 |
| Net property, plant, equipment and right‑of‑use assets | 142,912 | 160,483 |
| Long‑term investments and other non‑current financial assets | 6,320 | 11,217 |
| Equity‑accounted investments | 12,722 | 12,424 |
| Deferred tax assets | 9,228 | 12,345 |
| Total non‑current assets | 320,959 | 428,064 |
| Current assets | ||
| Inventory and work‑in‑progress | 102,136 | 153,466 |
| Trade receivables and related accounts | 125,430 | 138,902 |
| Other receivables and tax assets | 16,010 | 31,785 |
| Cash, cash equivalents and current financial assets | 257,684 | 235,760 |
| Total current assets | 501,260 | 559,913 |
| Total assets | 822,219 | 987,977 |
| Shareholders' equity & liabilities | ||
| € thousands | 2021 | 2022 |
| Shareholders' equity | ||
| Share capital | 171,562 | 188,718 |
| Additional paid‑in capital and reserves | 298,752 | 304,218 |
| Net income for the year | 71,095 | 99,523 |
| Equity attributable to owners of the parent | 541,409 | 592,459 |
| Non‑controlling interests | 1,920 | 2,183 |
| Total shareholders' equity | 543,329 | 594,642 |
| Non‑current liabilities | ||
| Provisions for non‑current commitments | 8,771 | 7,422 |
| Non‑current borrowings, financial liabilities and lease liabilities (>1 yr.) | 110,780 | 133,000 |
| Deferred tax liabilities | 3,302 | 5,211 |
| Total non‑current liabilities | 122,853 | 145,633 |
| Current liabilities | ||
| Trade payables and related accounts | 92,148 | 113,235 |
| Current borrowings, financial liabilities and lease liabilities (<1 yr.) | 14,870 | 26,958 |
| Provisions for contingencies and expenses | 5,114 | |
| Other payables and corporate tax liabilities | 43,905 | 107,509 |
| Total current liabilities | 156,037 | 247,702 |
| Total shareholders' equity and liabilities | 822,219 | 987,977 |
Group organization
The shareholder base of Interparfums Inc. at December 31, 2022 was as follows:
2022 Universal Registration Document Interparfums
- 1 Consolidated management report 54
- 2 Corporate social responsibility 70
- 3 Consolidated financial statements 92
- 4 Corporate governance 122
- 5 Information on the Company and its capital — 148
- 6 Combined Ordinary and extraordinary general Meeting of April 21, 2023 — 154
- 7 Group organization 162
- 8 History and development of the Company — 164
- 9 Nominations and corporate awards — 166
- 10 Auditors, responsibility statements and reports — 168
This document is a free translation of selected sections of the original "Document d'Enregistrement Universel" or Universal Registration Document issued in French for the year ended December 31, 2022 and filed on March 30, 2023 with the AMF (Autorité des Marché Financiers), the French financial market regulator, as the competent authority under regulation (UE) 2017/1129, without prior approval pursuant to article 9 of said regulation. The Universal Registration Document of the Company issued in French is available on the website of the issuer. As such, the English version has not been registered by this Authority. Furthermore, because the English version of this document has not been audited by our Statutory Auditors, the English tra nslations of their reports are not included herein. In the event of any ambiguity or conflict between corresponding statements or other items contained in these documents and the original French version, the relevant statement or item of the French version shall prevail and only the original version of the document in French is legally binding and this translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and Interparfums SA expressly disclaims all liability for any inaccuracy herein.
The Universal Registration Document may be used for the purposes of an offer to the public or admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary together with any amendments to the Universal Registration Document. The resulting group of documents was approved in its entirety by the AMF in accordance with Regulation (EU) 2017/1129.
1 Consolidated management report
| 1 — | Business and strategy of the company | 55 |
|---|---|---|
| 2 — | Consolidated financial highlights | 59 |
| 3 — | Risk factors | 60 |
| 4 — | Internal control and risk management procedures | 64 |
| 5 — | Corporate social responsibility | 65 |
| 6 — | Dividends | 66 |
| 7 — | Purchases by the company of its own shares | 66 |
| 8 — | Group organization | 67 |
| 9 — | Market share and competition | 67 |
| 10 — | Post‑closing events and significant changes in the financial position |
68 |
| 11 — | 2023 outlook | 68 |
Historical financial information
In accordance with article 19 of European Regulation (EU) 2017/1129, the following information shall be incorporated by reference in this Universal Registration Document:
Copies of this document are available free of charge from the Company's registered office and also in digital format from the websites of the AMF (www.amf-france.org) and the company (www.Interparfums-finance.fr/rapports-annuels/).
— The consolidated financial statements for the period ended December 31, 2021 and the corresponding audit report included respectively in part 3 and part 11 of the Universal Registration Document (No. D.22‑0227) filed with the AMF on March 31, 2022) (https://www.Interparfums-finance.
fr/pdf/rapports-annuels/Interparfums-RA2021.pdf). — The consolidated financial statements for the period ended December 31, 2020 and the corresponding audit report included respectively in part 3 and part 9 of the registration document (No. D.21‑0164) filed with the AMF on March 22, 2021) (https://www.Interparfums-finance.fr/pdf/ rapports-annuels/Interparfums-RA2020.pdf).
1 — Business and strategy of the company
1.1 — Description of the business
The company's core business is developing prestigious fragrance lines.
Interparfums directs and manages the entire fragrance product cycle from creation up to its distribution in France and international markets. It coordinates the various phases of the product cycle, from marketing, manufacturing of components and product packaging to the choice of promotional tools and communication media, for brands acquired under its own name or through licensing agreements with major haute couture, ready‑to‑wear, jewelry or accessories houses. This business model based on license agreements consists in obtaining rights granted by a brand name company to Interparfums to use its brand name in exchange for payment of annual royalties indexed to sales (see the list of licenses in note 6.2 and own brands in note 6.3 of the consolidated financial statements of part 3 of this Universal Registration Document).
In this business model Interparfums outsources the entire production process to manufacturing partners ensuring optimal expertise in their respective areas. These include producers of juice, glass, caps and cardboard boxes and packaging companies.
The company distributes its products worldwide (see note 5.2 of the consolidated financial statements in part 3 of this Universal Registration Document) through wholly‑owned distribution subsidiaries or joint ventures, independent companies, subsidiaries of major luxury good corporations and duty free operators.
Product promotion and advertising are assured by Interparfums' marketing departments.
In addition, the company also owns the Rochas brand for fashions and accessories. It exploits this brand through license agreements concluded with partners for the creation, manufacture and distribution worldwide of womenswear, shoes and other goods, menswear, watches, jewelry and glasses under the brand. Revenue from licenses based on a percentage of sales registered by its partners is included in Group revenue.
1.2 — Strategy
By creating and developing over the long term fragrance lines for prestigious brands, the Group's strategy is to become a major player in the universe of worldwide Selective Perfumery market.
This strategy is based on a portfolio of luxury brands under exclusive license agreements and own brands in the universe of leather goods, high fashion, jewelry and accessories.
The choice of the brands is based on their notoriety, the global environment as well as their specific and identifiable codes, a rich history and international recognition.
Each brand is developed within a selective distribution network, by pursuing year after year medium and long‑term growth driven by regular launches in order to build a varied product offering.
1.2.1 — Strategy and development
The ties developed between the company's historic managers and founders with the licensees based on direct personal relationships constitutes a cornerstone of the company's strategy.
Through this unique and privileged relationship developed over the years with the brands, combined with a deep understanding of their universe the company stands apart in the industry as a partner.
This strategy intentionally based on a very personal approach allows managers to regularly benefit from new opportunities.
1.2.2 — Marketing strategy
For each of the brands and lines, concepts are adapted to the image and positioning of each brand in order to "tell a story".
Equipped with a complete range of marketing tools adapted to each line, the company develops advertising tools tailored to each line and country supported by a mix of traditional media plans and social media campaigns.
1.2.3 — Industrial strategy
The product design cycle of between 12 and 18 months is assured by the company's marketing and development teams in partnership with the licensor.
The Group possesses expertise built up over more than thirty years combined with a strategy based on long‑term collaboration with all its partners (glassmakers, boxes, fragrances, packaging…) and mastery of processes of creation, production, and logistics.
The relationships of trust, developed over several years with manufacturing partners combined with their high level of expertise make it possible to jointly develop innovative industrial processes and optimize performances.
The manufacturing strategy is also based on the recourse to multiple manufacturing partners to ensure the availability of several production sites for the same product. In this way, the risks of default by subcontractors and the optimization of production planning are very effectively managed. Special attention is paid to the business continuity plan.
1.2.4 — The distribution strategy
With a dedicated warehousing facility of 36,000 square meters located in France, the company has a highly responsive logistics capability which ensures very short production lead times.
The Group's products are distributed in more than 100 countries and 20,000 points of sale for the main brands through a network of long‑standing partners (subsidiaries, agents, distributors). The company is supported by top quality partners distinguished by their strict compliance with the quality specifications for each of the brands. Visits by teams of export managers to foreign distributors are organized on a regular basis and by a team of sales reps for France throughout the year, in order to present the new products, the marketing plans, promotional operations and point‑of‑sale advertising initiatives. This ensures that the company's partners have a perfect understanding of its products and that they fully adhere to the company's brands and products' story and universe. In addition, all partners throughout the world are invited every two or three years to a seminar where the company presents the complete range of its brands and projects for the upcoming years. This important meeting with all distributors strengthens their ties with the Group and their engagement in contributing to its development. The organization of these seminars was temporarily suspended due to the Covid‑19 pandemic. The last seminar was thus held in 2019 and the next one is scheduled for 2024.
1.2.5 — Organizational strategy
The company is committed to maintaining a family spirit and possible organization with functional reporting lines facilitating short process cycles and rapid decision‑making.
Equipped with specialized and experienced teams, the Company's objective is to maintain a high level of expertise in all areas (marketing, production, distribution, finance, legal affairs, information technology, CSR, etc.).
The Group employees are the most important contributor to creating value. For that reason, the company's strategy is based on its ethical values and developing employee motivation and job satisfaction and ensuring the "Interparfums" spirit formalized in the 2022 Responsible Employer Charter. Finally, management attaches great importance to ensuring that each employee fully understands and supports the Group's strategy.
1.2.6 — The Corporate Social Responsibility (CSR) strategy
Interparfums Group applies a comprehensive approach in addressing the issues of corporate, environmental and social responsibility and transparency based on an assessment of its risks in these areas.
To manage the risks and opportunities at the appropriate level for these issues, the Group has identified its key issues organized around three lines of action: its responsibilities toward operational stakeholders, staff and the Company. In response, a corporate social responsibility (CSR) policy, is being implemented by its Operational and Support Departments by involving all personnel. This policy is supported by an action plan, key indicators and objectives to ensure effective management.
Social and societal values have been an important component of Interparfums' development for a number of years, exemplified notably by an attractive policy of employee benefits and solid relations with its partners.
At the environmental level, the company does not have its own manufacturing base, having chosen until now to support its industrial partners by placing an emphasis on quality, the use of good manufacturing practices and innovation. The construction of a HQE (Haute Qualité Environnementale) high quality environmental certified warehouse in 2011 and sourcing in Europe more than 80% of its needs highlight the efforts undertaken in recent years. Today, reflecting the challenges of climate change and the preservation of biodiversity, Interparfums intends to also exercise an increasingly active role in contributing to the environment.
Convinced that the sustainability of its business model depends on addressing issues relating to sustainable development, in the beginning of 2021 it adapted its approach and created, at the initiative of Executive Management, a CSR Executive Committee, made up of the Operations & Supply Chain, Human Resources, Legal and Communication Departments, tasked with formalizing and spearheading the Company's CSR strategy with the following goals:
- reinforce its status as a responsible employer, by notably creating a "Responsible Employer Charter" and strengthening the employee training plan;
- reduce its environmental footprint, notably by adopting environmentally optimized design specifications to reduce packaging and the introduction of recycled and recyclable materials for each product developed;
- measure its carbon footprint according to the GHG protocol methodology (Scope 1, 2 and 3) to initiate a low‑carbon trajectory compatible with the Paris Agreements;
- strengthen its sustainable development approach by formalizing a code of business conduct and ethics that is enforceable against operational stakeholders.
This CSR Executive Committee meets on average once every two months, and more often if necessary. In 2022, this committee worked on all of the topics listed above. In addition, it validated the materiality matrix presented in part 2 of the Universal Registration Document. Its members also participate in reviewing the proposed ESG credit line and monitor Interparfums' ESG performance, which is presented to the Board of Directors on a regular basis.
1.3 — Annual highlights
January
— Launch of the fragrance line, Montblanc Legend Red
The famous Montblanc Legend fragrance goes red as it celebrates its 10‑year anniversary and returns with a new woody fruity iteration, Montblanc Legend Red.
— Launch of the Kate Spade Sparkle line
Kate Spade Sparkle celebrates a captivating and confident facet of the Kate Spade woman, reflecting the sensual and empowering spirit of the second chapter of the brand's fragrance story.
— Launch of Patchouli Blanc in the Van Cleef & Arpels Collection Extraordinaire
The Patchouli Blanc spirit is a light and airy reinterpretation of a crystal‑clear patchouli and the third "white wood" fragrance of the Collection.
February
— Launch of Coach Wild Rose
Delicate and poetic, the Eau de Parfum draws its inspiration from the free‑spirited beauty of a meadow of wild flowers.
— Introduction of the new refillable bottle of the Rochas Girl eco‑friendly line
Using the Refill Good With Girl provides savings of 40% in glass, 46% in plastics, 35% in cardboard and 66% in metal. A small gesture for you and for the planet.
March
— Karl Lagerfeld: launch of the third Places by Karl duo
Karl Lagerfeld fragrances added two new olfactory destinations illustrating the designer's journey. Rome – Divino Amor (for women) and Vienna – Opera (for men).
— Interparfums headquarters
Interparfums moved into its new Paris headquarters at 10 rue de Solférino at the end of March, a 3,700 sqm high environmental performance office complex.
— 3rd employee stock ownership plan
In March, reflecting its corporate culture as a responsible employer, Interparfums set up its third employee stock ownership plan for all group employees, following those of 2016 and 2019.
April
— SBF 120 index
In April, the company's long‑standing commitment to quality financial communications was rewarded by the inclusion of Interparfums' shares in the CAC Mid 60 and SBF 120 indices.
— Launch of the Jimmy Choo Man Aqua line
Jimmy Choo Man expands its line with a new invigorating fragrance: Jimmy Choo Man Aqua, a refreshing Eau de Toilette which is laced with a marine‑soaked breeze.
May
— Dividend
The company paid a dividend of €0.94 per share representing a ratio of 75% of the 2021 consolidated net income.
June
— Bonus share issue
The company proceeded with its 23rd bonus share issue on the basis of one new share for every ten shares held.
— Rochas Girl as a two‑time winner of the "Fragrance Foundation Awards"
The Fragrance Foundation Awards ceremony represents an annual celebration of fragrance. Juries comprised of consumers and professionals selected the Rochas Girl line for both the Professional Prize as well as the Public Prize in the Best Women's Launch category.
— Launch of the Mon Éclat line of Lanvin
Mon Éclat opens a new chapter of Éclat Arpège as a radiant and cheerful composition designed for all lovers of life.
July
— Launch of the I Want Choo Forever line of Jimmy Choo
The Jimmy Choo Glam Squad has struck again and presents its new fragrance: I Want Choo Forever, which will delight fans by bringing together all the brand's signature codes.
August
— Launch of Boucheron Singulier Eau de Parfum for men
Thoroughly Boucheron and singularly masculine, the Eau de Parfum Boucheron Singulier captures all the Parisian essence of the brand in its ultramodern and sophisticated trail.
— Launch of Coach Open Road
This new aromatic Eau de Toilette for Men, Coach Open Road, encapsulates the brand's distinctive character: the positive energy and invigorating vibe of a road trip with friends.
September
— Launch of Byzance Gold by Rochas
Created in 1987 and reinterpreted in 2019, this legendary fragrance from the fashion house has been reinvented again this year, with a modern twist, in an opulent new composition: Byzance Gold.
October
— Launch of Moonlight Patchouli Le Parfum of the Van Cleef & Arpels Collection Extraordinaire
The Maison is now releasing a fragrance version of this unique creation: Moonlight Patchouli Le Parfum, a bewitching and magnetic composition that seems to have captured the intensity of the night.
November
— Interparfums improves its Gaïa index ESG rating Interparfums has made further progress in the areas of environmental, social, and corporate governance (ESG) based on the results of the 2022 campaign of the rating agency Gaïa Research which ranks the top performing companies in this area.
December
— Lacoste and Interparfums sign a fragrance license agreement
On December 21, Lacoste, the iconic fashion sport brand, and Interparfums SA, announced the signing of a worldwide exclusive 15‑year fragrance license agreement effective January 1, 2024.
Annual operating highlights and key figures
Despite the many economic and geopolitical disruptions during the year as well as continuing pressure on the supply chain and shipping, Interparfums nonetheless achieved another record year in 2022 with sales of €706.6 million, up 26% at current exchange rates and 20% at constant exchange rates compared to 2021.
Sales price increases at the beginning of the year and the favorable euro/dollar exchange rate trend contributed to this performance. However, this strong growth was largely organic with growth in unit sales of around 17% reflecting continuing strong demand for the portfolio's top‑selling brands which registered significant gains.
1.4 — Sales by brand
| €m and as a % of sales as a % of sales | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Montblanc | 108.8 | 140.7 | 100.0 | 142.3 | 184.0 |
| 23.90% | 29.05% | 27.21% | 25.37% | 26.04% | |
| Jimmy Choo | 99.6 | 103.5 | 73.8 | 131.0 | 181.6 |
| 21.88% | 21.37% | 20.09% | 23.36% | 25.70% | |
| Coach | 84.4 | 86.5 | 81.1 | 115.6 | 153.8 |
| 18.54% | 17.86% | 22.07% | 20.61% | 21.77% | |
| Lanvin | 59.0 | 52.1 | 32.9 | 52.4 | 50.3 |
| 12.96% | 10.76% | 8.97% | 9.34% | 7.12% | |
| Rochas | 34.1 | 34.5 | 29.7 | 35.3 | 37.7 |
| 7.49% | 7.12% | 8.08% | 6.29% | 5.33% | |
| Van Cleef & Arpels | 13.6 | 15.3 | 10.4 | 18.3 | 22.4 |
| 2.99% | 3.16% | 2.83% | 3.26% | 3.18% | |
| Karl Lagerfeld | 12.6 | 14.0 | 11.4 | 16.9 | 21.0 |
| 2.77% | 2.89% | 3.11% | 3.01% | 2.97% | |
| Kate Spade | - | - | 2.7 | 13.6 | 19.3 |
| (4 months of activity in 2020) | % | - % | 0.73% | 2.43% | 2.73% |
| Boucheron | 19.4 | 18.3 | 12.0 | 15.4 | 17.7 |
| 4.26% | 3.78% | 3.27% | 2.75% | 2.50% | |
| Moncler | - | - | - | 4.9 | 14.0 |
| (3 months of activity in 2021) | % | - % | - % | 0.87% | 1.98% |
| Main brands | 431.5 | 464.9 | 354.0 | 545.7 | 701.8 |
| Other brands | 23.8 | 19.5 | 13.4 | 15.1 | 4.8 |
| Total revenue | 455.3 | 484.4 | 367.4 | 560.8 | 706.6 |
Montblanc fragrances reported sales of €184m, up nearly 30%, on continuing gains by all Montblanc Legend lines, and reinforced by the addition of Montblanc Legend Red line at the beginning of the year.
Jimmy Choo fragrances also had sales of more than €180m, up nearly 40% driven by particularly strong demand for all the established lines, the continued success of the I Want Choo line launched in 2021, and the launch of new flankers, I Want Choo Forever and Jimmy Choo Man Aqua introduced in 2022.
Coach fragrances had sales of €154m, up 33%, reflecting the continued growth in demand for nearly all of Coach's established women's and men's lines and the recent launch of the Coach Wild Rose and Coach Open Road lines.
Despite a historically important presence in Eastern Europe and the current context, Lanvin fragrances experienced a limited decline in 2022, a year with no major launches.
Rochas fragrances grew nearly 7% on the strength of the Eau de Rochas lines and the good performance of the eco‑responsible Rochas Girl line.
The roll‑out of Moncler's first fragrance line in an intentionally highly selective distribution channel, in line with the long‑term strategy, generated €14m in sales.
1.5 — Sales by region
| €m | 2021 | 2022 |
|---|---|---|
| Africa | 4.9 | 5.0 |
| North America | 224.8 | 286.4 |
| South America | 42.2 | 51.4 |
| Asia | 78.1 | 98.6 |
| Eastern Europe | 47.8 | 54.1 |
| Western Europe | 90.9 | 116.7 |
| France | 35.7 | 39.4 |
| Middle East | 36.4 | 55.0 |
| Sales | 560.8 | 706.6 |
All regions contributed to growth:
North America, with a perfumes and cosmetics market that is continuing to grow, registered a very positive performance with 27% growth in sales, despite the shipping difficulties in the United States experienced in H1.
South America maintained the positive momentum of the prior year with annual growth of more than 20%.
Coach, Jimmy Choo, Montblanc and Moncler fragrances drove growth in Asia (+26%), while lockdown measures in certain cities have temporarily impacted activity in China (+7%) in the last few months.
And while the war in Ukraine naturally affected business in Eastern Europe, the region nevertheless recorded growth of 13% driven by Jimmy Choo and Montblanc fragrances.
In Western Europe, Montblanc and Jimmy Choo fragrances fueled particularly robust growth (+ 28%).
In France, all the portfolio's brands contributed to growth of 10% in the period.
After a mixed performance in 2021 and a change of partner in the United Arab Emirates, the Middle East (+51%) is gradually returning to a higher level of activity.
2 — Consolidated financial highlights
2.1 — Income statement highlights
| €m | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|
| Sales | 484.3 | 367.4 | 560.8 | 706.6 |
| International (%) | 92.4% | 91.3% | 93.6% | 94.4% |
| Operating profit | 73.1 | 46.9 | 98.9 | 131.8 |
| % of sales | 15.1% | 12.8% | 17.6% | 18.7% |
| Net income/(loss) attributable to owners of the parent | 50.6 | 30.7 | 71.1 | 99.5 |
| % of sales | 10.5% | 8.4% | 12.7% | 14.1% |
The increase in sales prices at the beginning of the year helped offset higher raw material and packaging costs while the stronger US dollar boosted the gross margin, which now stands at nearly 67%, up 1.6 points compared to 2021.
Reflecting its strategy of investing to support its brands, 22.5% of the company's sales or nearly €160m were allocated to marketing and advertising, an increase of 28.5% compared
to 2021. By continuing to maintain tight control over fixed costs, operating income rose 33% from 2021 and the operating margin climbed to 18.7%.
Benefiting from a lower average tax rate, net income followed the same trend by increasing 40% from the prior year to nearly €100m, with a net margin exceeding 14% for the period.
2.2 — Balance sheet highlights
| €m | 2021 | 2022 |
|---|---|---|
| Net trademarks and other intangible assets | 149.8 | 231.6 |
| Inventories | 102.1 | 153.5 |
| Trade receivables | 125.4 | 138.9 |
| Cash and Other current financial assets | 257.7 | 235.8 |
| Shareholders' equity (attributable to the parent) | 541.4 | 592.5 |
| Borrowings and financial liabilities | 110.0 | 147.0 |
| Trade payables | 92.1 | 113.2 |
| Other liabilities | 40.1 | 100.2 |
The signature of the fragrance license agreement with Lacoste last December resulted in the recognition of a €90m upfront license fee under intangible assets and a €50m loan arranged for this purpose under financial liabilities.
Despite the impact of the significant increase in inventories (+50%) linked to sourcing issues on working capital, the balance sheet structure remains extremely solid with nearly €90m in cash net of borrowings and financial liabilities and shareholders' equity of nearly €600m or 60% of total assets at December 31, 2022.
3 — Risk factors
In accordance with Article 16 of European regulation 2017/1129, the presentation of the company's risk are limited to those which are specific to the issuer or according to a limited number of categories depending on their nature.
The generic risks of the company are accordingly excluded from this classification.
The company presents a map of risks, classified according to their materiality and probability of occurrence. These risks are presented schematically below in order to provide a picture of the stakes, without constituting a substitute to the explanatory developments which follow. Although the company has not identified any specific employment‑related, environmental and social responsibility risks, the description of risks provided below includes information of non‑financial risks where necessary.
The development of this map made it possible, after taking into account the measures adopted by the Group for their management, to classify the risks into four categories: business risks, manufacturing risks, financial risks and legal and IT risks.
The risk factors presented below are not presented in their order of importance. In contrast, in each category the risk factors are presented according to a decreasing order of importance established by the Group on the date of this Universal Registration Document.
With respect to risks relating to the war in Ukraine, to facilitate an understanding of their overall impact, instead of including them within the specific risk matrixes, the company has chosen to provide a summary which is reproduced below.
Risks related to the war in Ukraine
For many years, in the Russian, Belarusian and Ukrainian markets, the company's products have been sold by an independent agent with a network of retail outlets. Interparfums Group has no industrial or commercial installations and no employees in these three countries.
In 2021, revenue from Russia, Belarus and Ukraine represented only 5.9% of Group sales, with an accounts receivable balance at December 31 of €13.5 million.
In 2022, sales from this region account for less than 4% of total Group sales, with an outstanding accounts receivable balance at December 31 of zero.
Because of its long‑standing commercial relations of more than 30 years with its partner in this region, the Company has chosen to maintain a minimum level of activity combined with agreements with respect to the collection of receivables, thereby minimizing its exposure to risks, in compliance with the sanctions adopted by the European Union and in particular the export restrictions imposed by Council Regulation (EU) 2022/428 of March 15, 2022.
The war in Ukraine has put considerable pressure on the energy and commodity markets, contributing to global inflation. Interparfums is exposed in particular to the rising cost of glassware and other components. The increase in sales prices and a stronger dollar has helped the Group not only to offset the effects of inflation but also improve its gross margin in 2022.
3.1 — Summary of the main risks identified
| Risk level | High | • Sensitivity of shareholders equity |
• Loss of licenses | |
|---|---|---|---|---|
| Medium | • Trademark protection/ Intellectual property • Product quality and safety • IT - cybersecurity |
• Changes in foreign exchange rate • Geographic and geopolitical exposures • Procurement and production |
||
| Low | • Image and reputation • Covid-19 pandemic |
• Effects of climate change | ||
| Low Probability of occurrence |
Medium | High |
3.2 — Business risks
3.2.1 — Risks related to the loss of license agreements
The licensing system used in the perfume and cosmetics industry consists of a brand name company for ready‑to‑wear, jewelry or accessories granting the licensee (Interparfums) a right to use the brand name in exchange for royalty payments indexed to sales. The associated risk pertains to the possibility for the non‑renewal of agreements upon expiration.
Description of the risk Assessment and management of the risk
Several factors tend to mitigate or eliminate this risk:
- long contract terms (ten years or more);
- possibility of early renewal;
- diversified portfolio of licensed brands; — factors specific to the company (sophisticated marketing,
- distribution network, corporate organization, etc.);
- limited number of potential licensees with a similar profile;
- ongoing efforts to add new licenses in order to limit the weight of existing brands in the portfolio.
Furthermore, the company is the owner of brand names and international trademarks for Lanvin for class 3 products (fragrances) and Rochas for class 3 (fragrances) and class 25 (fashion) which reduces the overall impact of the risk of the non‑renewal of license agreements.
3.2.2 — Risk related to geopolitical developments, health situations and geographical mix
| Description of the risk | Assessment and management of the risk | |
|---|---|---|
| With sales in more than 100 countries, Interparfums regularly reassesses country risks. |
Given the company's collections policies, receivables monitoring and the quality of our distributors' financial |
|
| A significant percentage of the Group's sales are generated outside France, and notably 7.8% from the Middle East, |
health, no country risk reserve allocations were made in the financial statements for the year ended December 31, 2022. |
|
| 7.3% in South America and less than 4% in Russia, countries where the risks of geopolitical instability is monitored by the departments responsible for trade receivable collections. |
Furthermore, in order to limit the risks of default, and in a context of increasing geopolitical instability, the company has taken out credit insurance policies with Euler Hermes |
|
| In general, the company constantly monitors developments in all markets in which it operates. |
and Coface for a portion of its export‑related accounts receivable. |
|
| The company complies with the sanctions against Russia adopted by the European Union, in particular the export rules defined by Council Regulation (EU) 2022/428 of March 15, 2022. |
||
| 3.2.3 — Reputational risk | ||
| Description of the risk | Assessment and management of the risk | |
| The reputation of a company is largely based on the image | The Company defends strong values and maintains close |
of its brands comprising the intellectual capital of the company and an expression of the quality and desirability of its products.
This asset can constitute a weakness should the image and reputation be damaged, whether based on manifest facts or not, regardless of its nature or origin, internal or external (social media, press,) in good faith or bad faith.
The risks associated represent a risk to the image of the company and its values, and by extension, possibly its sales, business activities and development.
relations with the licensors, its external stakeholders (customers and suppliers) and employees.
As a result of the quality of its products, the choice of suppliers and manufacturing operations, the choice of a selective distribution network as well as a collaborative approach to employee management, it limits in this way the risk of the disseminating negative information about the company.
In addition, the adherence of stakeholders and employees to the Group's business ethics and responsible employer charters greatly reduces the likelihood of this risk and limits the negative impacts in the event of a confirmed risk.
3.3 — Industrial risks
3.3.1 — Procurement and production
| Description of the risk | Assessment and management of the risk |
|---|---|
| The sourcing of raw materials for partner factories is ensured by the Interparfums Production Department. Production risks result from the possibility that manufacturing partners might be unable to manufacture products on time for their distribution. |
To reduce this risk, the company implements production plans early on in the process in partnership with manufacturers. These measures are supplemented by ensuring multiple supplies of molds for bottles and related items as well as a number of production sites. |
| The company specifies that none of these production areas, mainly located in France and Europe, are subject to identified environmental risks. |
Planning for the launch of production lines is regularly updated and monitored with component suppliers combined with recourse to multiple suppliers selected by the company, limit the risk of supply chain disruptions. |
| The company is constantly seeking to identify new suppliers and ensures the existence of alternative procurement sources to prevent risks of dependency. |
|
| In addition, the company refers to the CSR assessments provided by the EcoVadis platform. Their performance levels are closely monitored by the Supply Chain & Operations Department and corrective action plans are proposed if necessary. |
|
| 3.3.2 — Financial risks related to climate change | |
| Description of the risk | Assessment and management of the risk |
| In light of the nature of its business, Interparfums does not anticipate any risks resulting from physical changes associated with climate change which could have a material financial impact for the Group. |
Conscious of its impact with regards to greenhouse gas emissions, notably by purchasing goods and its logistics operations, the company is committed to limiting its carbon footprint. |
| However, regulatory developments in this area, both at national and European level, may require the Group to adapt certain procedures. |
To this end, the Group has decided to address all impacts associated with its value chain and to introduce a low‑carbon trajectory which will include the action plans of its major suppliers. |
| This information, including the measurement of greenhouse gas emissions (scope 1, 2 and 3), is provided below in part 2 of this Universal Registration Document. |
|
| The company will thus take into account future regulations, particularly those relating to carbon neutrality. |
|
| 3.3.3 — Risks associated with product quality and safety | |
| Description of the risk | Assessment and management of the risk |
The commitment to the safety of consumers using the company's products constitutes a fundamental prerequisite in the manufacturing process. A case of legal or regulatory noncompliance of products throughout the manufacturing process could result in the destruction or recall of the products under investigation.
The company systematically and strictly complies with the regulations and laws of the countries where it operates. The regulatory department within the Production and Supply Chain Division is responsible for controlling the formulations of our products. The quality department in turn performs ongoing controls of defects and cases of non‑conformity appearing at subcontractors over the entire production process. The cosmetovigilance function is ensured by the legal department.
3.4 — Financial risks
3.4.1 — Risk of sensitivity of shareholders' equity
| Description of the risk | Assessment and management of the risk |
|---|---|
| A significant share of the company's assets consists of intangible assets representing upfront license fees or the purchase price of own brands whose value depends in large part on future operating performances. |
Should a change occur in the underlying assumptions on which this valuation is based, a reduction in the value of shareholders' equity through profit or loss would be recorded. |
| The valuation of intangible assets also implies recourse to objective judgments and complex estimates concerning items uncertain by nature. |
However, the 3 main brands in the portfolio, accounting for 73% of sales, either did not have an upfront license fee or had a negligible carrying value after amortization at December 31, 2022. |
| The risk of impairment is therefore limited to the other brands and in particular to the company's own brands. However, the Group has a resilient business model that allows it to adjust variable costs to preserve the net margin should production costs increase or sales decline. The risk of having to recognize a significant impairment charge for our fragrance brands is therefore limited. |
|
| 3.4.2 — Risk of changes in foreign exchange rates | |
| Description of the risk | Assessment and management of the risk |
| Because a significant portion of Group sales is in foreign currencies, it incurs a risk from exchange rate fluctuations, primarily from the US dollar (52.5% of sales) and to a lesser |
The Group's exchange rate risk management policy seeks to cover trade receivables of the period in US dollars, pounds sterling and Japanese yens. To this purpose, the company |
3.5 — Legal and IT risks
yen (0.9% of sales).
extent the Pound sterling (4.3% of sales) and the Japanese
3.5.1 — Intellectual property
of the corresponding inventory.
| Description of the risk | Assessment and management of the risk |
|---|---|
| The brands of the company represent strategic intangible | Prior art or novelty searches and monitoring of the registration |
| assets for the Group protected in the countries where | and renewal over the lifespan of the brand constitute the |
| the brands are sold. | main measures of the company to protect its intellectual |
| The commercialization of a product for which the brand | property and are the subject of specific oversight by a |
| is already used by other companies or the non‑renewal of | dedicated department within the legal division. |
| the protection of important brands of the portfolio could | This department, equipped with highly efficient tools, manages |
| result in disputes followed by requests for the destruction | and defends its intellectual property rights worldwide. |
nature.
has recourse to forward sale agreements according to procedures that prohibit any transactions of speculative
3.5.2 — Computer risks – cybersecurity
| Description of the risk | Assessment and management of the risk |
|---|---|
| In an environment of digital transformation and constantly evolving technologies, the Group's activities are dependent |
The IT Department has established strict security rules for infrastructures, applications and access rights. |
| on increasingly automated digital processes. | It has also installed equipment and tools to protect and |
| As a result, a dysfunction or shutdown of systems or loss of data could have a significant impact on the Group's business. |
update security against the risk of intrusions, cyberattacks and system obsolescence and regularly performs penetration testing. |
| In addition, the Group adopted an IT Charter that defines the rights and obligations of employees, users of the information system, to ensure that the information technology resources are used in a secure environment complying with the |
procedures of internal control.
4 — Internal control and risk management procedures
4.1 — The risk management system
The company has implemented risk management measures based on the AMF guidelines of 2007 and updated in July 2010.
The purpose of risk management procedures is to therefore:
- safeguard the value, assets and reputation of the Company and its brand licenses;
- secure the decision‑making process and other processes of the Company to achieve its objectives by analyzing potential threats and opportunities;
- deploy and motivate the Company's staff around a common vision of the main risks.
The system is based on a three‑step process:
- identifying risks;
- analyzing risk on an annual basis in order to examine the potential consequences;
- handling the risk with the objective of defining action plans most adapted to the Company, and by making decisions by evaluating the opportunities in relation to the cost of measures for handling the risk.
Risk management responsibilities are exercised at every reporting level of the company. Furthermore, the limited number of levels in the decision‑making process and the contribution of line management to strategic considerations facilitates the identification and handling of risks.
This assessment is performed annually and involves identifying assets of key importance, analyzing potential risks, existing or emerging, by type of tasks assigned to each department concerned and meetings with the Operating Departments concerned.
The Board of Directors is informed of the features of this risk mapping as well as the remedial action plans.
4.2 — Internal control system
The Group's internal control system is based on the international COSO 2013 framework and complies with the provisions of Section 404 of the Sarbanes-Oxley Act, applicable to the US parent company because it is listed on NASDAQ. The COSO framework objectives are divided into three distinct areas:
- ensuring compliance with applicable laws and regulations;
- operational efficiency and optimization;
- the reliability of financial information.
The system is in turn based on five components:
- the control environment describes a set of standards, processes, and structures that provide the basis for carrying out internal control across the organization;
- the analysis of risks;
- control activities;
- information and communication;
- a system for monitoring and evaluating internal control.
No internal control system can provide an absolute guarantee of achieving these objectives. The probability of achieving such objectives is subject to limits inherent in any system of control, related notably to uncertainties concerning the external environment, the exercise of judgment or problems that may arise in response to human error or simple error, or the need to perform cost‑benefit analysis before implementing any controls.
The internal control system is operated by a team of managers and senior executives working under the authority of Executive Management, which reports to the Board of Directors.
4.2.1 — Organization of the Company
The Company is organized into two divisions:
- the operational division comprised of the departments for Export Sales and French Sales, Marketing and Production and Development;
- and the division for support functions which includes the Finance, Human Resources, Information Technology, Legal Affairs and Corporate Communications departments.
The Group's five foreign subsidiaries apply the Group's internal procedures relating to the preparation and processing of accounting and financial information.
4.2.2 — Tools of the internal control system
These features are based on documentary tools and awareness raising initiatives for management bodies and staff about the internal control and risk management principles adopted within the company. Accordingly, the Company has implemented the following tools:
— Code of Good Conduct
This code describes the professional conduct to be adopted, notably in the areas of compliance with laws and regulations, preventing conflicts of interest and financial transparency in order to prevent situations of fraud.
— Information System Charter
This document defines the rights and obligations of employees, users of the information system, to ensure that the information technology resources are used in a secure environment complying with the procedures of internal control.
— Whistleblowing procedure
This procedure confirms that each employee that considers that he or she has legitimate doubts about company practices in areas relating to finance, accounting, banking and combating corruption is invited to contact an independent Director as specified therein, without being subject to any sanctions of any nature whatsoever;
— List of insiders
In application of Article 18 of Regulation (EU) No. 596/2014 (the Market Abuse Regulation or MAR), employees having access to inside information and all Directors are registered on the company's list of insiders. These persons undertake to respect the limits imposed by article 8 of this regulation regarding the disclosure of inside information and the acquisition and/or sale of the company's securities, directly or indirectly. A list has also been drawn up of persons outside the company with access to inside information within the framework of their professional relations with the issuer.
4.2.3 — Key participants in internal control system
The internal control system is implemented at every level of the Company. This system is spearheaded by the following: the Board of Directors, the Executive Management, the Executive Committee, The Finance Department and, in particular, the Internal Control Department, which reports to the latter.
4.2.4 — Internal control procedures
Internal control procedures are designed to secure the different processes used to achieve the objectives set by the Company.
These procedures are built around the main areas identified as potential risks: key operational, accounting and financial processes such as the sales/accounts receivable cycle, purchasing/accounts payable cycle, inventory management, cash management, fixed assets, taxes, personnel expenses, preparation of financial information and information systems management.
The relevance and effectiveness of procedures are regularly reassessed and new procedures are introduced to provide a framework for deploying new tools to produce accounting and financial information.
The internal control guidelines relies significantly on the integrated SAP ERP. This enterprise tool makes it possible to automate a significant number of controls, thus strengthening their effectiveness.
4.2.5 — Preparing accounting and financial information
4.2.5.1 — Production of accounting data
The implementation of internal control process for the production of accounting data is based on planned procedures for account closings, close collaboration between the different support function and operational departments, analysis of the relevance of reported information and a detailed review of the accounts by Executive Management for the purpose of their validation before the final closing.
Meetings are organized to coordinate activity with the different departments concerned in order to ensure the exhaustive nature of information provided to prepare the accounts.
4.2.5.2 — Account closings and the production of consolidated financial statements
Procedures for account closings are based on instructions and a timetable originating from the Finance Department which assigns precise tasks to each participant in this process.
The production of interim and annual financial consolidated financial statements are based on IFRS guidelines.
The consolidated financial statements produced by the Consolidation Department are analyzed by the Management Control Department in relation to its forecasts, and then validated by the Finance Department. The group's main entities are also audited by an outside firm at least once a year.
4.2.5.3 — Financial communications
The financial communications process is subject to a clearly defined reporting schedule for information destined for financial markets and market authorities. This schedule ensures that communications complies with the requirements of applicable laws and regulations relating to financial disclosures both concerning the nature of information to be disclosed, the required deadlines and compliance with the principle of equal access to information by all shareholders.
4.3 — Monitoring the internal control system
Internal control tests are performed annually in compliance with Section 404 of the US Sarbanes-Oxley Act.
These effectiveness tests are performed at the Group's two main entities: Interparfums SA and its US subsidiary Interparfums Luxury BrandsInc. The coverage is considered satisfactory by the Group's financial and management teams.
If processes and the associated controls do not exist or are not sufficiently formalized, a remediation plan is implemented and monitored by the manager concerned.
The results are reported to both the Finance Department and Executive Management, which in turn submit them to the Board of Directors. In 2022, 101 controls were carried out focusing on 38 risk areas. The scope for this evaluation was the same as the prior year.
Evaluations carried out within the Company did not indicate any weaknesses of a significant nature that might call into question the relevance of internal controls.
The Statutory Auditors also carry out an annual review of the internal control system.
5 — Corporate social responsibility
Information on corporate responsibility presenting Group's commitments in employee‑related, social and environmental areas is provided in part 2 of this Universal Registration Document.
6 — Dividends
Since 1998, Interparfums has been distinguished by a dividend policy designed to reward shareholders while at the same time associating them with the Group's expansion.
In May 2022, for fiscal 2021, the company paid a dividend of €0.94 per share representing a payout ratio of more than 75% of the previous year's earnings (€0.55 for the previous year).
In 2023, the Board of Directors will propose to the General Meeting the distribution of a dividend of €1.05 per share for the financial year ended December 31, 2022.
| Dividends for fiscal year: Paid in: |
2018 2019 |
2019 2020 |
2020 2021 |
2021 2022 |
|---|---|---|---|---|
| Dividend per share | €0.71 | - € | €0.55 | €0.94 |
| Dividend adjusted for bonus share issues | €0.48 | - € | €0.45 | €0.85 |
| Annual change for the adjusted dividend | 17% | n/a | n/a | 88% |
7 — Purchases by the company of its own shares
In compliance with article 241‑1 et seq. of the AMF General Regulation, this paragraph describes the share buyback program that will be submitted for authorization to the shareholders' Meeting of April 21, 2023.
7.1 — Purpose of the new share repurchase authorization
The General Meeting of April 21, 2023 is called to renew through its nineteenth resolution the authorization granted to the Board of Directors to purchase and sell shares of the Company for the following purposes:
- market making in the secondary market or ensuring the liquidity of the Interparfums share by an investment services provider through a liquidity agreement complying with market practice allowed by regulations, it being specified that the number of shares taken into account to calculate the above‑mentioned limit corresponds to the number of shares acquired, after deducting the number of shares resold;
- retaining shares purchased for subsequent use in exchange or as payment for possible mergers, spin‑offs, contributions or acquisitions;
- ensuring sufficient shares are available for stock option and/or restricted stock award ("attribution d'actions gratuites" or bonus share) plans (or equivalent plans) for the benefit of employees and/or corporate officers of the Group, including economic interest groups or affiliated companies, as well as all share grants in connection with a company or group employee savings plan (or equivalent plan), employee profit‑sharing schemes and/ or all other forms of share grants to employees and/or corporate officers of the Group, including economic interest groups or affiliated companies;
- ensuring that sufficient shares are available to cover requirements for securities granting entitlement to shares of the company in accordance with applicable regulations;
- canceling shares, as applicable, acquired in accordance with the authorization granted or to be granted by the extraordinary general Meeting.
7.2 — Maximum percentage of capital – Maximum purchase price
Excerpt of the nineteenth resolution to be submitted for approval to the General Meeting of April 21, 2023:
The shareholders, after considering the Board of Directors' report, grant the latter an authorization for eighteen months in accordance with the provisions of Articles L.22‑10‑62 et seq. and L.225‑210 et seq. of the French Commercial Code, to purchase, on one or more occasions at times of its choosing shares in the company up to a maximum number that may not represent more than 2.5% the number of shares comprising the share capital on the date of this Meeting, and where applicable adjusted to take into account increases or reductions in the share capital that may be carried out during the period the share buyback authorization is in force.
The maximum purchase price is €125 per share. In the case of equity transactions including notably stock splits or reverse stock splits or bonus share grants to shareholders, the amount indicated above will be adjusted in the same proportions (with the multiplier being equal to the ratio between the number of shares making up the share capital before the transaction and the number of shares thereafter).
The maximum amount for the purchase of shares under this authorization is €196,581,125.
7.3 — Duration of the share buyback program
In compliance with the provisions of the nineteenth resolution to be submitted to the shareholders meeting of April 21, 2023, the authorization to implement this share buyback program is granted for 18 months from the date of this meeting or no later than October 21, 2024.
7.4 — Summary of the previous share buyback program
Transactions for 2022 under the share buyback program are described in note 3.10.3 "Own shares" to the consolidated financial statements.
8 — Group organization
The shareholder base of Interparfums Inc. at December 31, 2022 was as follows:
Detailed information on the percentage of voting rights is provided in chapter 2.3 "Breakdown of share capital and voting rights" and part 5 "Information on the company and its capital".
9 — Market share and competition
9.1 — Market share
In France, Interparfums attained roughly a 3% share of the selective distribution market of prestige perfumes. In certain countries such as the United States, the United Kingdom, Russia or China, the Group estimates its market share of total French perfume imports at between 2% and 6%.
The worldwide selective perfume market is estimated at approximately US\$25 billion (internal source).
9.2 — The competition
Interparfums operates in a sector dominated by ten major historic players in the perfume and cosmetics market that have fragrance divisions with billions of euros in sales. There exist around ten mid‑size players like Interparfums also operating in this segment with sales ranging between €100 million and €1 to 2 billion.
The main groups operating in this sector are L'Oréal, Coty, Shiseido or Euroitalia or brands under license and LVMH (Christian Dior, Guerlain, Givenchy, Kenzo, Bulgari), Estée Lauder, Chanel and Puig for own brands.
While Interparfums has also developed a brand portfolio in the luxury universe, the approach it applies is fundamentally different. Its own business model is based on methodical long‑term development focused on creation and building customer loyalty rather than volume and advertising.
10 — Post‑closing events and significant changes in the financial position
On February 23, 2023, Montblanc and Interparfums signed in advance a five‑year extension of the exclusive worldwide fragrance license agreement, until December 31, 2030, without any major changes to the operating conditions.
11 — 2023 outlook
Against the backdrop of a turbulent economic and geopolitical environment, in 2022 the Group achieved the best financial performance in its history on the strength of its expertise, the dedication of its teams, and the continuing appeal of its brands to consumers in a global perfume market that remains buoyant.
Despite pressure on the supply chain and inflation expected to continue this year, the Group remains optimistic about its prospects for continuing growth with revenue expected to reach €750 million in 2023 combined with profitability at high level.
2022 Universal Registration Document Interparfums •
2 Corporate social responsibility
| 1 — Business model |
72 |
|---|---|
| 2 — Materiality matrix |
74 |
| 3 — CSR approach |
76 |
| 4 — Responsibilities toward staff: A caring employer committed to the success of all |
77 |
| 5 — Respecting the environment and responsibilities to consumers: An offering of responsible products over their entire lifecycle |
80 |
| 6 — Responsibilities to our operational stakeholders and Society |
86 |
| 7 — A highly motivated and engaged governance |
90 |
| 8 — Non‑financial indicators |
90 |
Interparfums Group applies a comprehensive approach in addressing the issues of corporate, environmental and social responsibility and transparency. The Group has developed from one year to the next its corporate social responsibility (CSR) policy, implemented by its Operational and Support Departments by involving all personnel, and has identified issues to be addressed in three key areas: its responsibilities towards employees, the environment and consumers, operational stakeholders and the Company.
Social and societal values have been an important component of Interparfums' development for a number of years, exemplified notably by an attractive policy of employee benefits and solid relations with its partners. At the environmental level, the Company does not have its own manufacturing base, having chosen until now to support its industrial partners by placing an emphasis on quality, the use of good manufacturing practices and innovation. The construction of a HQE (Haute Qualité Environnementale) high quality environmental certified warehouse in 2011 and sourcing in Europe more than 80% of its needs highlight the efforts undertaken in recent years.
However, reflecting the stakes in terms of protecting the planet, Interparfums now intends to also exercise an increasingly active role in contributing to the environment.
To support this approach, at the beginning of the year and at the initiative of Executive Management, it created an Executive CSR Committee, consisting of members of the Operations & Supply Chain, Human Resources, Legal Affairs and Communications teams, tasked with formalizing the Company's CRS strategy focusing on the following priorities:
- reinforce its status as a responsible employer, by notably creating a "Responsible Employer Charter" and strengthening the employee training plan;
-
reduce its environmental footprint, notably by adopting environmentally optimized design specifications to reduce packaging and the introduction of recycled and recyclable materials for each product developed;
-
measure its carbon footprint according to the GHG protocol methodology (Scope 1, 2 and 3) to initiate a low‑carbon trajectory compatible with the Paris Agreements;
- strengthen its sustainable development approach by formalizing a code of business conduct and ethics that is enforceable against operational stakeholders.
This CSR Executive Committee met nine times in 2022 and addressed all the issues mentioned above. In addition, it validated the materiality matrix presented in section 2 of this chapter.
The launch of a first low environmental impact line for the Rochas brand marks the first stone of this new edifice. This has allowed us to test the possibilities in terms of eco‑design with Rochas Girl by pushing the boundaries of ideas as far as possible. Our goal was to offer Generation Z consumers a fragrance meeting their expectations in terms of engagement. This project combined the codes of luxury fragrances with a new level of awareness by modernizing the Rochas portfolio, based on an inclusive and eco‑responsible approach. Girl, with a vegan formula containing 90% of ingredients of natural origin and luminous neroli with its relaxing properties. Its glass bottle contains 40% recycled glass (PCR), the maximum rate currently proposed by glassmakers, and its cap is made of recycled plastic. Its cardboard box is FSC certified, printed with water‑based ink and without superfluous decoration. It is made in France. Its formula is free from colorants, stabilizers, controversial additives and UV filters. It contains as few allergens as possible. In the same spirit, a refill is now available for even less impact on the environment.
The multi‑channel communications campaign is consistent with the product, with an advertisement shot in the Paris region, with models that have not been retouched to convey an authentic image. The whole POS cardboard system completes the product. In addition, with Girl, Rochas has joined the "One Percent for the Planet" initiative and is redistributing 1% of the sales generated to various voluntary‑sector organizations. The Girl flanker expected in the spring will offer a direct refill and follow the same approach.
1 — Business model
Our resources Our value creation
Human
- 320 employees located in several countries
- A diverse range of skills
- Experienced teams
- An agile organization
-
A "responsible employer" charter
-
A portfolio of 12 highly selective brands
- Expertise in creating, developing and distributing selective fragrance and cosmetic products
- An entrepreneurial culture
Industrial & commercial
- Around one hundred industrial partners
- 85% of sourcing in Europe
- An international distribution network
Social
- Long-standing relations with all stakeholders
- Sponsorship and patronage initiatives
Environmental
- Integrating the environmental footprint in the product design process
- A 36,000 sqm HQE warehouse near the manufacturing sites
- Two warehouses close to the consumer markets (North America and Asia)
- An "optimized eco-design" charter
Governance
- Ethical practices based on a "code of ethical business conduct
- Adoption of the Middlenext Corporate Governance Code
- Existence of a CSR Executive Committee
Financial
- A very strong balance sheet with a net cash position of €89m
- Listed on Euronext Paris (compartment A), controlled by the founders
A global player in
Communication tools respecting consumer values
Perfume industry trends
- Growing importance for citizens and brands of environmental considerations
- Multi-channel communication — Increasingly restrictive regulations
Choice of bottles and cardboard packaging integrating environmental considerations
Application of Good Manufacturing Practices (GMP) with a network of selected partners
Our resources Our value creation
Human
- A motivating compensation policy linking employees to the company's performance
- €54m paid to our employees in the form of compensation in 2022
- Performance share plans every 2/3 years
- Workplace quality of life (a future HQE and BREEAM certified headquarters building)
- 84/100 gender equality index score
- Average employee age: 41
- Intangible Average employee seniority: 9.7 years
Industrial
— 86% of relationships with our suppliers are more than 10 years old — €240m of industrial purchases in Europe in 2022
Social
- Support for patchouli-producing communities in Indonesia
- €384,000 of expenses allocated to patronage initiatives and donations in 2022
Environmental
- 88% of purchases made with Ecovadis business sustainability rated suppliers
- 153 tCO2e carbon footprint (scope 1, 2 and 3)
- 66.7: Average Ecovadis score of our suppliers
Financial
- 2022 sales: €707m
- 2022 operating margin: 18.7%
- Dividends distributed to shareholders in 2022: €53.8m
- 33.8m bottles and 4.2m gift sets shipped in 2022
- Integration in the SBF 120 and CAC Mid 60indexes
2 — Materiality matrix
Based on a map produced by Interparfums, an essential exercise in a constantly changing environment, its main stakeholders were identified as the licensors, employees, suppliers and subcontractors, distributors and the financial community in the broadest sense. Their expectations are identified by means of the existing close links with the industrial partners and the personal nature (intuitu personae) of the relationships between the historical managers and their licensors. Current and future employees express their goals and preferences during regularly scheduled interviews. The financial community, for its part, is provided with many opportunities to exchange views during regularly scheduled meetings and through questionnaires sent to us. The recent creation of an Individual Shareholders' Consultative Committee will further strengthen the ties.
ESG issues were rated by the CSR Executive Committee, the governance body set up to spearhead Interparfums' CSR approach. The action plan and indicators presented in the annual report are aligned with this matrix which is reviewed on a regular basis.
— Mapping of stakeholders
— Name recognition
— Materiality matrix
| Very high | Recognition of employee performance Workplace quality of life |
Long-term relationships with partners Ethics and compliance Corporate and financial communications Consumer health and safety |
||
|---|---|---|---|---|
| Low carbon footprint Packaging recycling potential Digitalization and data protection |
Employee engagement Recruit and retain talent Economizing resources |
Long-term strategy Cybersecurity |
||
| ESG Performance | Respecting and promoting diversity Duty of care Sustainable sourcing |
|||
| Importance for stakeholders w Lo |
Philanthropy Raising employee awareness of environmental issues |
|||
| Low Importance for Interparfums |
Very high |
CSR issues: Employment and Social Progress Environment Governance
3 — CSR approach
In line with the Group's Corporate Social Responsibility strategy, the following table presents the Group's main objectives and compares them to market benchmarks such as the Sustainable Development Goals (SDGs), article 225 of the French Commercial Code and the Global Reporting Initiative (GRI).
| Employer values |
Shares | 2022 situation |
Expected performance |
Deadline | SDG | Article 225 |
GRI |
|---|---|---|---|---|---|---|---|
| Attracting, supporting and developing all talents | |||||||
| Attract | Responsible Employer Charter |
Charter drafted |
Charter deployed |
2023 | - | 406.407, 408.409 |
|
| Develop | Strengthen training |
32% of the employees |
70% of the employees |
2025 | Art.1‑1-e 404‑1 and 404‑3 |
||
| Develop | CSR training for employees |
- | 80% in 2 years | 2025 | - | ||
| Diversify | Raising employee awareness about disabilities |
Once a year | Once a year | - | Art.1‑1-f | 405‑1 | |
| Proposing environmentally and socially responsible packaging | |||||||
| Monitor | Monitor the EcoVadis scores of our suppliers |
Average score 66.7/100 |
Average score > 70/100 |
2025 | Art.1‑3-c | 308 | |
| Increase | Increase the recycling potential of our packaging (% recyclable packaging) |
82% | 85% | 2025 | - | ||
| Initiating a low‑carbon trajectory | |||||||
| Measure and reduce |
Measuring the carbon footprint Scopes 1, 2 and 3(1) |
Once a year | Neutrality | 2030 | Art.1‑2-d | 305‑1,2,3 | |
| Reduce scope 1 and 2 greenhouse gas emissions(2) |
-3%/year | Neutrality (including contribution) |
2025 | Art.1‑2-d | 305‑1,2,3 | ||
| Contribute | Define appropriate contribution programs |
Made for an initial project |
Expand by financing carbon sequestration projects outside the Interparfums value chain |
2025 | - | ||
| Strengthen our relationships with our partners | |||||||
| Raising awareness |
Distribute the eco‑design Charter to all industrial suppliers |
100% | Encourage 100% of industrial suppliers to launch a low‑carbon trajectory |
2025 | Art.1‑3-c | 308 | |
| Ethical conduct and compliance | |||||||
| Deploy | Deploy the code of business conduct and ethics with all stakeholders |
50% | 100% | 2023 | Art.1‑3-d | 205 |
(1) Scope 1 concerns direct GHG emissions associated with consumption for heating and fuel for company vehicles.
Scope 2 concerns indirect energy‑related greenhouse gas emissions, i.e., those related to electricity and the heating network to which the new headquarters on rue de Solférino is connected.
Scope 3 refers to indirect emissions in an organization's supply chain, i.e., those indirectly related to its activity, both upstream and downstream. (2) Baseline year: 2021.
4 — Responsibilities toward staff: A caring employer committed to the success of all
— Staff organization and management
The strength of the Group's organizational model is based on teams with a human scale and the homogeneous breakdown in terms of ages and levels of responsibility which allows the Group to benefit from a wide mix of backgrounds and an extremely flexible organization.
— Headcount by function/division
| Number of employees at | 12/31/2020 | 12/31/2021 | 12/31/2022 |
|---|---|---|---|
| Executive Management | 5 | 5 | 5 |
| Production & Logistics | 45 | 49 | 58 |
| Marketing | 66 | 65 | 70 |
| Export | 71 | 76 | 77 |
| France | 42 | 40 | 39 |
| Finance & Corporate Affairs | 57 | 60 | 66 |
| Rochas fashion | 4 | 3 | 2 |
| Total | 290 | 298 | 317 |
— Headcount by geographic region
| Number of employees at | 12/31/2020 | 12/31/2021 | 12/31/2022 |
|---|---|---|---|
| France | 213 | 214 | 228 |
| North America | 59 | 65 | 70 |
| Asia | 18 | 19 | 19 |
| Total | 290 | 298 | 317 |
All Group staff are employed in countries which respect International Labor Organization (ILO) conventions.
— Headcount by age
| Number of employees at | 12/31/2020 | 12/31/2021 | 12/31/2022 |
|---|---|---|---|
| Less than 25 years | 5 | 12 | 16 |
| Between 25 and 35 years | 99 | 88 | 98 |
| Between 36 and 45 years | 92 | 95 | 97 |
| Between 46 and 55 years | 64 | 68 | 71 |
| > 55 years | 30 | 35 | 35 |
| Total | 290 | 298 | 317 |
The average age of employees is 41 (France).
The average seniority of employees is 9.7 years (France).
The turnover rate in 2022 was 22.22% (France reporting scope).
The absenteeism rate, which continues to be very low, is a key indicator for measuring employee engagement and motivation.
| France reporting scope | 2020 | 2021 | 2022 |
|---|---|---|---|
| Absenteeism rate | 3.66% | 2.47% | 2.79% |
| Absenteeism rate excluding maternity and paternity leaves | 1.65% | 1.23% | 1.30% |
— Issues and objectives
The Group's employees are its most important driver for value creation. For that reason, their professional fulfillment and motivation are indispensable drivers for our development.
In this context, Interparfums' principal employment‑related challenges are:
- developing a team spirit;
- maintaining a high level of expertise;
- ensuring equal opportunity employment;
- gender equality;
- promoting dialogue between employees and management;
- the quality of working conditions;
- preserving the health and safety of all;
- maintaining a proper balance between professional and private life.
All of these topics were formalized in 2022 in the "Responsible Employer" Charter distributed to all employees and available on the website www.interparfums-finance.fr. This document was produced to provide an operating framework for everyone. Indeed, Interparfums sincerely cares about and is committed to the success of all its employees, starting with the recruitment process and continuing through the duration of the employment contract, by striving to:
- provide all employees with the best possible opportunities for success;
- promote workplace quality of life for all employees.
Interparfums is committed to putting its values into practice every day:
- Respect and Humanity;
- Creativity;
- Trust;
- Commitment;
- Loyalty.
4.1 — Attracting, supporting and developing all talents
4.1.1 — Policy
With a family‑style management culture that is close to its employees, everyone is free to share their ideas in a manner that respects the company's values. Management attaches great importance to ensuring that each employee fully understands and supports the Group's strategy.
Through weekly memos and regular information meetings on business developments and trends, employees are kept up‑to‑date on expectations of management and the market. The organization's flexibility largely made up of small teams facilitates its continuous adaptation to all changes or evolving external conditions.
This sharing of the "Interparfums" spirit, also entails a commitment to and understanding of its ethical values by each employee, the fulfillment of employees at work and compliance with good working conditions.
This ethical commitment is formalized by a "Code of Good Conduct" to which each employee subscribes, and that is focused in particular on health, safety, discipline, risk management, preventing harassment, respecting individual freedoms, sensitive transactions, fraud and business confidentiality.
In 2017, the Group adopted a Charter relating to the right to disconnect from digital devices that was accepted by each employee.
4.1.2 — Equal opportunity and continually adapting skills
The Human Resources Department pays particular attention to ensuring equal opportunity and non‑discrimination for each recruitment. Only skills, experience, qualifications and the personality of the candidates are taken into account in the selection process for new employees. This diversity in terms of profiles, culture, age and gender constitutes a decisive strength of its teams, the company's most important asset.
Since 2019, Interparfums has organized annual disability awareness‑raising campaigns. In 2022, employees were able to participate in a conference organized in partnership with Café Joyeux, a company that employs people with disabilities, particularly Down's syndrome and autism. Thanks to these opportunities for exchange and testimonials, employees were able to talk about their all possible impediments and share their views and experiences.
Through these awareness‑raising campaigns and local support from the Human Resources teams, three employees were accorded the status of employees with disabilities through a specific procedure available in France for that purpose (Reconnaissance de la Qualité de Travailleur Handicapé or RQTH).
The Company also participates indirectly in promoting the employment of persons with disabilities and combating exclusion discrimination. The company has chosen to use a sheltered work enterprise to package its perfume boxes and a global communications agency called "Les Papillons de Jour" to organize the European Week for the Employment of People with Disabilities (EWPD). In 2022, the total cost for these services amounted to €1,040,706.
In addition, the Group has adopted action plans promoting the employment of seniors and equal opportunity between men and women.
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Gender parity in the total workforce | H 26% – F 74% | H 25% – F 75% | H 26% – F 74% |
| Gender parity in management positions | H 30% – F 70% | H 32% – F 68% | H 29% – F 71% |
| Professional Equality Index (France reporting scope) | 85/100 | 85/100 | 84/100 |
The quality of work performed by the teams is reinforced throughout the career of employees in order to maintain their skills at a high level for all categories of functions. To this purpose, all Interparfums employees are offered individual employee development plans offering opportunities to all to expand their technical, managerial or personal skills.
| France reporting scope | 2020 | 2021 | 2022 |
|---|---|---|---|
| Percentage of employees receiving training at least once a year | 45% | 50% | 32% |
| Number of training hours | 668 | 2,603 | 1,591 |
| Average number of training hours per employee | 3.14 | 12.16 | 7.00 |
Subjects covered by training in 2022 included mainly office automation, management, foreign language training, business training and personal development.
In 2023, training efforts will be stepped up, particularly with respect to CSR to ensure that everyone takes into account the importance of climate change and biodiversity in their daily lives.
4.1.3 — Management‑employee dialogue, health, safety and working conditions
For employees working in France and as required by law, elections to appoint members of employee representation bodies are held every four years. On that basis, the latest elections held in June 2019 led to the formation of a Social and Economic Committee comprised of four management employees including a contact person for issues relating to harassment. Destined to meet on a monthly basis, the Social and Economic Committee is informed and consulted on strategic and organizational issues having an impact on Group employees.
Following the implementation of the Social and Economic Committee (Comité Social et Economique or CSE), a French employee representation body, in June 2019, an "Occupational Health & Safety" committee was set up along the lines of the previous body, the Health, Safety and Working Conditions Committee. The committee made up of two non‑management employees normally meets once per quarter. An employee considered to possess particular qualifications in the area of health, safety and working conditions has been appointed internally. Several employees receive first aid training each year and health coordinators have also been appointed since the health crisis emerged in 2020.
In 2022, there were four work‑related accidents, one of which resulted in sick leave. No occupation illness was reported. As Interparfums does not possess manufacturing sites, the risk of occupational accidents is minimized. Furthermore, the Group's activity does not generate hazardous situations.
| France reporting scope | 2020 | 2021 | 2022 |
|---|---|---|---|
| Number of work‑related accidents resulting in sick leave | 0 | 0 | 1 |
| Number of commuting accidents resulting in sick leave | 0 | 2 | 0 |
| Frequency rate (number of lost‑time work‑related accidents | |||
| per million hours worked) | 0 | 5.26 | 2.48 |
| Severity rate (number of days of absence due to accidents | |||
| per thousand hours worked) | 0 | 0.04 | 0.03 |
| Number of occupational illnesses (with and without sick leave) | 0 | 0 | 0 |
The employees, working mainly in the offices of the Paris headquarters, benefit from excellent conditions. In 2022, offices were transferred to a single site in Paris in a building on rue de Solférino, renovated in accordance with the latest standards in terms of user comfort. Building automation systems allow everyone to manage their own lighting and HVAC conditions. The site is accessible by public transport and is equipped with bicycle parking and two vehicle charging stations.
In addition, the Company is particularly sensitive about the importance of good posture in the workplace and the prevention of muscle‑skeletal and related risks. Itinerant employees are provided with quality company cars and computer equipment specifically adapted to their needs. Interparfums has also implemented a number of measures designed to good working conditions for employees and service providers, and in particular those working on a regular basis at our logistics warehouse: heating the warehouse at 11°C with the provision of specially adapted attire, individual dressing rooms and shower facilities, natural lighting and a dedicated and well‑kept meal area…
After drawing up a workplace map to measure job‑related duress, no positions were identified falling into this category.
Furthermore, for the prevention of psycho‑social risks, a platform providing counseling and psychological support has been available to employees through a special toll‑free number in partnership with a specialized organization (IAPR Institut d'Acccompagnement Permanent Psychologique et de Ressources).
4.1.4 — Compensation, benefits and their evolution
Interparfums has a compensation policy as well as a system of job classifications and performance evaluations applied to all employees. These procedures guarantee the principle of fairness as well as equal treatment of men and women employees. All employees benefit from a combination of fixed and variable incentive compensation benefits linked to the Group's performance.
Management compensation and the ESG criteria for variable compensation of the Chairman-CEO are presented in part 4, chapter 2 of this document.
4.1.4.1 — Mutual Insurance
The "basic "mutual insurance is fully funded by Interparfums for the entire workforce (permanent, fixed‑term, apprenticeship or professionalization contracts). This applies to all employees as soon as they join the company, without any prior "waiting period".
A "supplementary" health insurance plan is also offered to all employees, as soon as they join the workforce, with no waiting period required.
In 2021, Interparfums' claims‑to‑contributions ratio was positive (compliance with the obligations of the responsible contract described in the French Social Security Financing Act and the specifications established in 2019 with the 100% health reform, inter alia), and on that basis it was possible to significantly improve certain expense items in 2022 in favor of employees.
4.1.4.2 — Profit‑sharing
As required by French law, a statutory employee profit‑sharing agreement was implemented in 2001. In April 2015, this agreement was amended following the signature by employee representatives to provide by derogation more advantageous terms to employees, representing an important component of compensation and motivation for all staff and reviewed every year.
4.1.4.3 — Company savings plan and group pension plan
All the Company's employees benefit from a company savings plan which proposes several types of funds corresponding to the specific projects of each. Since 2017, it has adapted its scheme by proposing an Interparfums stock ownership fund allowing employees to take advantage of the growth of the Interparfums share under favorable tax conditions. The amounts employees pay into this fund are supplemented by an important contribution by the company.
In addition, a group retirement savings plan (Plan d'Épargne Retraite Collectif or PERCOL) is available to employees as a vehicle for preparing for their retirement and to which the company contributes significantly. Employees also can transfer a portion of their unused annual vacation days to the group retirement savings plan.
4.1.4.4 — Supplemental defined contribution retirement plan contract (Article 83)
Management employees benefit from a supplemental defined‑contribution retirement plan. Participation in this plan is mandatory. This individual plan is funded by monthly employee and company contributions, with the breakdown of these latter contributions freely determined. The company has decided to assist its employees in financing this supplemental retirement benefit, by assuming an important percentage of these contributions itself.
4.1.4.5 — Employee share ownership/ Restricted stock awards
In addition, to promote employee stock ownership, in December 2018 and then in March 2022 the company implemented two performance share plans for all employees.
5 — Respecting the environment and responsibilities to consumers: An offering of responsible products over their entire lifecycle
The Group does not directly manage industrial sites, though it is involved in developing an environmentally responsible strategy in partnership with its subcontractors and suppliers, over the entire value chain, particularly in the following areas:
- the choice of techniques and materials;
- recycling and waste elimination measures;
- reducing CO2 emissions from transport.
As the Group assures the introduction of products on the market, it is responsible for assessing the safety of the cosmetic products it distributes.
5.1 — Proposing components and packaging that integrate environmental and social considerations
— Policy
The Group does not exercise any industrial activity and the entire production process is outsourced to manufacturing partners with optimal expertise and accountable leadership in their respective areas. These include producers of juice, glass, caps and cardboard boxes and packaging companies. The Group consults them regarding their CSR strategies, in addition to the EcoVadis evaluation and works with them to take into account the environmental issues identified at each stage, in particular the choice of materials used in the components, waste treatment and reducing their carbon footprint. In addition, the Group's headquarters are located in the center of Paris.
An optimized eco‑design Charter was formalized in 2022 and shared both internally and externally to ensure that the options available in this area are understood by all parties. The objective of this Charter is to highlight the group's good practices to optimize the eco‑design of the products developed. This includes objectives for each product category: glass, decoration, caps, holds, cases.
Promotional products are also covered with boxes, tubes and POS. This thus represents a global approach which will help the company prepare for meeting the regulatory obligations of France's Anti‑waste and Circular Economy Law, which will impact all our production.
At every stage of the purchasing process, the Company seeks to determine the precise needs and considers the requirement of limiting sources of unnecessary costs and waste of resources:
- reducing waste, in particular at the phases of production, consumption and the end of the product life;
- recycling flawed production, notably at the production phase;
- repairing to increase the lifespan of materials or products (in particular the palettes).
5.1.1 — Limiting the environmental impact of our operations
The Group uses for its logistics needs an HQE (High Environmental Quality) certified warehouse. This certification concerns notably improved insulation, a lighting system with presence‑detectors, Ecolabel finishing materials, centralized technical management for energy controls, rainwater recovery, high‑performance waste separation collection installations, etc.
The Company regularly monitors energy and water consumption indicators to assess possibilities for improving energy efficiencies in the area of lighting, heating and air‑conditioning for the entire warehousing site, for example by adjusting ventilation flows and using a program that reduces heating and ventilation over weekends.
With this objective, measures are planned to automatically turn off lights in the warehouse when employees are taking outside breaks and maintain the warehouse temperature at 11°. These energy savings initiatives include measures providing for managing the hours for reloading the electric forklifts during non‑peak hours during the night, requiring low consumption for a maximum of 280,000 kW instead of 600,000 kW during the day. Monthly reports on electricity consumption are prepared, allowing the Company to analyze the causes for overconsumption, when applicable, in order to take corrective actions as applicable. The measurement of energy consumption highlighted stable levels for electricity and gas over the last four years, whereas water consumption has on average declined marginally. Finally, in the spirit of contributing to protecting the environment, the Company has installed parking places at the logistic site for bicycles and electric recharging stations for cars.
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Total energy consumption in kWh | 1,246,020 | 1,845,715 | 1,753,729 |
| Water consumption in m³ (1) | 1,067 | 2,495 | 3,949 |
By strategically located its warehouse at the crossroads for its subcontractors, the Group has reduced distances for shipments of finished products. In 2021 and 2022, the increases in consumption were caused by two water leaks. The one in 2021 has been addressed while the one in 2022 is in the process of being resolved.
The Group closely monitors waste production at the warehouse level.
In 2022, 26.8 tons of waste were recycled through various channels (plastic, pallets, paper and cardboard). In addition, 5.46 tons of non‑hazardous waste were incinerated using heat recovery processes.
Measures undertaken in collaboration with the warehouse and trade goods shipping manager, within the framework of the improvement and optimization of shipments between production sites and the logistics platform have contributed to reducing the number of back‑and‑forth trips for trucks.
In the area of transport to distributors, the Group uses road transport for France and Europe and maritime transport for the Americas, Asia and the Middle East. Use of air transport is very limited and reserved only for urgent situations where no other solutions are available. Certain promotional materials manufactured in Asia are shipped directly to American distributors without being imported and stored in France.
In addition, in 2018 the group put into service a new warehouse located in Singapore to promote the use of short channels within the Asia Pacific region. This warehouse makes it possible to maintain a permanent inventory in this region and, in this way, encourages the use of maritime transport for goods shipped from France to Asia.
5.1.2 — Measuring the carbon footprint of activities
The carbon footprint has been calculated for scopes 1 and 2 for the years 2020, 2021 and 2022. Scope 1 concerns direct greenhouse gas emissions (gas and fuel consumption by company vehicles), and Scope 2 indirect emissions associated with energy (electricity consumption). The sites included for the calculation were the warehouse and the offices of the Paris headquarters. On rue de Solférino, the premises are connected to the City of Paris heating network and to a municipal cooling network using the Seine river to cool the water in the distribution network. The emission factors of these two networks are particularly positive in terms of carbon footprint. Gas consumption is henceforth limited to that of the warehouse.
In addition, the potential renewable energy production from the photovoltaic panels installed on the roof is 6 MWh.
In addition, the Company has a fleet of 21 company cars, notably for the sales force. The new vehicles are equipped with gas engines.
| In tons eq CO2 | 2020 | 2021 | 2022 |
|---|---|---|---|
| Scope 1 | 208 | 226 | 205 |
| Scope 2 | 25 | 29 | 30 |
| Total | 233 | 255 | 235 |
Changes between 2021 and 2020 reflect the impact of the lockdown periods in response to the pandemic for 2020. In 2022, the Group moved its headquarters to HQE and BREEAM certified premises expected to contribute to a gain of approximately 30% in terms of energy consumption. In addition, the use of renewable energies and the City of Paris' heating network will also improve this performance.
In light of the move in the spring of 2022, comparisons between 2021 and 2022 should be made with caution. However, the greenhouse gas emissions footprint improved by nearly 8% over the period.
In 2021 and 2022, a comprehensive carbon assessment for scope 1, 2 and 3 carbon footprint was produced according to the GHG protocol method, based on emission factors available in the databases, monetary ratios with a high degree of uncertainty, or data provided by the suppliers. 2021 is therefore the baseline year adopted by Interparfums for its carbon trajectory.
We are convinced that their participation in our approach will help us make progress in achieving a low‑carbon trajectory. At present, only 51% of the suppliers included in the EcoVadis scope monitor their carbon footprint while only 25% have completed a study on all the scopes (1, 2 and 3). However, in 2022, suppliers who reported on their carbon footprint accounted for 60% of purchases. However, as mentioned in section 2.8., 82% of goods and services purchased for production originate from suppliers located in Europe subject to the CSRD regulation requiring them to initiate procedures to measure their carbon footprint. Should they wish, we will assist them with respect to methodology in order to help them make progress on these crucial issues.
| In tons eq CO2 | 2021 | 2022 | |
|---|---|---|---|
| Scope 3 | Products and services purchased | 166,934 | 144,320 |
| Upstream | Fixed assets | 2,668 | 3,839 |
| Fuel and energy related emissions not included in scope 1 or 2 | 55 | 48 | |
| Upstream freight and distribution | 729 | 1,050 | |
| Waste produced | 17 | 23 | |
| Business travel | 494 | 265 | |
| Commuting to and from work | Negligible | Negligible | |
| Upstream leasing of assets | - | ||
| Other upstream indirect emissions | - | ||
| Scope 3 | Downstream freight and distribution | 129 | 279 |
| Downstream | Transformation of products sold | - | |
| Use of products sold | - | ||
| End‑of‑life of products sold | 3,659 | 2,878 | |
| Downstream leasing of assets | - | ||
| Franchises | - | ||
| Investments | - | ||
| Other downstream indirect emissions | - | ||
| Total scope 3 | 174,685 | 152,702 |
Changes between the two years reflect changes in suppliers, with some more advanced in implementing their carbon strategy. More assets were immobilized over the period and there were fewer business trips.
| In tons of CO2 equivalent | 2021 | 2022 | 2021‑2022 change |
|---|---|---|---|
| Carbon footprint (scope 1, 2 and 3) | 174,940 | 152,937 | - 12.6% |
Interparfums' carbon intensity is in the low range for its industry sector. The significant change between 2021 and 2022 also reflects growth in sales.
| In kg of CO2 per € thousands of sales | 2021 | 2022 | 2021‑2022 change |
|---|---|---|---|
| Carbon intensity | 312 | 216 | - 30.8% |
Having completed the measurement of the carbon footprint, it appears that 42% of production purchases originate from suppliers with targets for reducing their own carbon footprint by 2030 (often in line with the European "Fit for 55" package for reducing net greenhouse gas emissions). In our view, this is not sufficient to achieve our goals and we will continue to promote dialogue to increase the number of contributing partners and in this way reduce our carbon emissions.
This being the said, we also believe it is important to start thinking about financing carbon sequestration projects. Interparfums made this additional commitment at the end of 2022 with Terraterre, a company which acts as an intermediary between farmers committed to the transition of their farms and the companies that provide financing. A first regenerative agriculture project was selected, offering a large number of co‑benefits for the environment (increased water and air quality, increased biodiversity, improvement in soil fertility…) and society (local investments, additional income for farmers, the production of healthier food…). The first farm to receive support is located in the Loiret region where the farmer grows sugar beets, durum wheat, grain corn, and a mixture of grasses and legumes.
Supporting beetroot cultivation is consistent with Interparfums' use of beet alcohol in the majority of its perfumes. The farmer, supported by Sysfarm, is also committed to a low‑carbon approach with a target of reducing and sequestering carbon in the amount of 960 MTCO2e over 5 years, backed by the national Low Carbon Label. This initiative will be closely monitored by Interparfums as a pilot project in its climate strategy.
Interparfums is committed to achieving a climate trajectory in line with the most recognized standards. A first step is to align its reporting with the TCFD (Task Force on Climate-Related Financial Disclosures) principles, as presented in the following table.
| Themes | TCFD Recommendations | 2022 actions | Focus of work in 2023 | |
|---|---|---|---|---|
| Governance Disclose the organization's governance around climate‑related risks and opportunities |
a. | Describe the Board's oversight of climate‑related risks and opportunities. |
The Board of Directors is regularly informed by the CSR Project Manager of the risks and opportunities related to climate and biodiversity. |
Strengthen the Board of Directors' expertise on key climate and biodiversity issues. Establish a CSR committee within the Board of Directors. |
| b. | Describe management's role in assessing and managing risks and opportunities. |
The Executive Committee has been informed of the steps taken to formalize the |
Regularly inform the Executive Committee of risks and opportunities relating to climate and biodiversity. |
|
| CSR strategy. | Strengthen the Executive Committee' expertise on key climate and biodiversity issues. |
|||
| Strategy Disclose the actual and potential impacts of climate‑related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material |
a. | Disclose the actual and potential impacts of climate‑related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material. |
Interparfums has determined its vulnerability to climate change risks to be low. |
Interparfums will initiate work on climate‑related risks and opportunities and will share them by responding to the CDP in 2023. In a second phase, Interparfums |
| b. | Describe the impact of climate‑related risks and opportunities on the organization's businesses, strategy, and financial planning. |
will established targets in accordance with the reference framework defined by the Science Based Target Initiative (SBTi). |
||
| c. | Describe the resilience of the company's strategy, taking into consideration different climate‑related scenarios, including a 2°C or lower scenario. |
|||
| Risk management Disclose how the organization identifies, |
a. | Describe the organization's processes for identifying and assessing climate‑related risks. |
Interparfums has determined its vulnerability |
Interparfums will interview perfumers with whom the company |
| assesses, and manages climate‑related risks |
b. | Describe the organization's processes for managing climate‑related risks. |
to climate change risks to be low. |
works to discuss their shared climate and biodiversity risks and opportunities. |
| c. | Describe how processes for identifying, assessing, and managing climate‑related risks are integrated into the organization's overall risk management. |
|||
| Metrics and Targets Disclose the metrics and targets used to assess and manage relevant climate‑related risks and opportunities where such information is material |
a. | Disclose the metrics used by the organization to assess climate‑related risks and opportunities in line with its strategy and risk management process. |
Interparfums full carbon assessment is published above. |
In line with the assessment performed, Interparfums will work on its objectives in terms of carbon trajectory and align them with SBTi |
| b. | Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks. |
guidelines. | ||
| c. | Describe the objectives used by the organization to manage climate‑related risks and opportunities, and its performance against |
the objectives.
5.1.3 — Choose techniques and materials that are optimized in terms of their environmental impact
Measures to prevent environmental risks and pollution involve firstly the choice of techniques and materials.
To reduce the impacts of its activities, a water‑soluble solution in part biodegradable that does not harm the environment is used in the coloring of some of its bottles. For the remainder of the product lines, the coating process provides for the gradual elimination of solvent‑based coatings and the progressive adoption of hydro‑coating for all the Company's products, in compliance with the law of 2005 for reducing emissions of Volatile Organic Compounds (VOC) in the air. In addition, certain sub‑contractors for glass making have electrofilters to reduce dust and smoke emissions in addition to wastewater recycling.
The Group has in addition eliminated thermosetting plastics from its line of bath and body care products in favor of recyclable plastic.
To balance product quality and aesthetics with environmental considerations, the Group takes care to reduce packaging volumes and select the appropriate materials at each stage of production to ensure optimal conditions for their recycling or disposal.
The manufacture of recyclable glass bottles includes a system for the recovery, crushing and remolding the waste. Indicators in place since 2013 for tracking wastage have improved the Group's ability to monitor wastage rates by glass bottle decorators. Its first objective is to apply a continuous improvement approach and reduce rates of wastage over the long term. The second objective is to succeed in reducing this wastage and reintroduce bottles back into the manufacturing cycle.
In addition, the Company has adopted procedures for recovering waste from subcontractors originating from surplus production or components of discontinued products. The recovered waste is then sorted for the purpose of their elimination.
The Group has also rationalized the bulk and secondary packaging (product boxes and perfume sets) in order to optimize the palletizing process, reduce the purchase of cardboard packaging materials and reduce volumes transported by decreasing the amount of empty space. The Company henceforth requires a minimum number of palettes per truck.
Finally, cardboard packaging materials for testers are 100% recyclable.
Copies of the optimized eco‑design Charter formalized by Interparfums in 2022 have been shared with all of its industrial partners and internal teams. Regular progress reviews will be conducted to monitor its application by all parties. A platform using an electronic signature mechanism will monitor its deployment.
In‑depth work has been carried out on promotional products, which represent a significant volume in terms of units: more than 4.5 million boxes and nearly 3 million GWP (gifts with purchases) The process involved reviewing each of the components of these segments over their entire life cycle. On this basis, it was determined that all components are produced and assembled in France, Spain and Italy. 46% of our gifts with purchases are labeled Made in France (candles, kits…).
— Summary of commitments regarding promotional products
Gift sets, product boxes and holds
| Optimize the quality of cardboard and plastic materials |
Reduce the size of gift sets |
Replace plastic holds with cardboard holds |
Promote the recyclability of packaging |
Produced more sustainable decorations and prints |
|---|---|---|---|---|
| Tubes | ||||
| Reduce the percentage of virgin plastic |
Inserting recycled plastic |
Eligibility of tubes for recycling |
||
| Promotional gifts | ||||
| Geography of production sites |
Transportation methods |
Minimize packaging |
Product tracking |
Use responsible materials and optimize their use |
Initial results: Packaging for the boxes and cases has long been made from cardboard and paper from sustainable forests and is FSC certified. Shipping boxes have also been FSC certified since 2022.
The design of the boxes also integrates environmental concerns with two formats, each with 3 recipient heights depending on the volume of perfume. In addition, due to new specifications for certain distributors, the boxes will have to evolve further. The new configuration will make it possible to reduce the use of PS plastic (polystyrene) by more than 200 tons and of APET plastic (100% recycled) by 40 tons. The holds in the boxes must be robust for transport purposes, resistant during storage in humid or hot conditions and economically advantageous. Proposals for recyclable APET holds have been made for some Rochas lines.
For plastic tubes used for the brands' perfumed bath products, a study was carried out focusing on the components (skirt, head and cap) to reduce the quantity of plastic used and ensure their eligibility for recycling. An innovative proposal from a supplier resulted in a reduction of 3.6 tons of virgin PP plastic in 2022. The replacement of virgin plastic in cartons was initiated which involved steps required to test compatibility with the formulas. By 2022, 60% of tubes will be made from PE PCR, representing a gain of 16 tons of virgin PE plastic.
Finally, more than 50% of tubes are recyclable and more than 2 million no longer contain carbon black (making their recycling complex or even impossible).
Another action to reduce the consumption of unnecessary packaging involves tracking their use and replacing them, particularly polybags.
This effort to improve our product offering is being pursued without compromising quality and is based on proposals from suppliers.
Gifts with purchases are important drivers of consumer choice. The CSR approach extends to their selection. Already, our five suppliers are evaluated by EcoVadis, with an average score of 77.6 (4 are Platinum and 1 Gold according to the 2022 ranking), well above the average score for their sector (of 39 or 47, depending on the company). We are accordingly exercising our duty of vigilance in this area and will also be sharing our business ethics Charter with them in 2023. We have also placed a priority on the use of eco‑labeled products: OekoTex for terry cloth, GOTS for cotton… PVC is definitely banned for items.
5.1.4 — Helping consumers sort and recycle their packaging
Cardboard packaging for perfumes sold by Interparfums can be recycled if the correct sorting procedure is applied. The optimized eco‑design Charter recommends the use of traditional glass (i.e. soda‑lime), which is recyclable, and avoiding technical glass (i.e. boro‑silicate) which is not.
To facilitate sorting, since January 2022, European regulations require the display of a Triman logo along with instructions on sorting practices. This has been adopted for all products sold by Interparfums.
In addition, certain distributors have introduced individual initiatives to collect cosmetics and perfume packaging and reward participating consumers. The brands ensure the follow‑up and traceability of these channels. We strongly encourage these practices.
As for packages sent by our subsidiary Divabox, an e‑commerce company, they are plastic‑free, made of FSC-certified cardboard and therefore recyclable in the same way as tissue paper. Gift wrapping is made of natural cotton bags that can be reused over and over again.
We also rely on the quality of the products offered as gifts to our customers destined to be used for a long time, and which are easily washable and durable.
These many initiatives highlight Interparfums' commitment to integrating the principles of the circular economy into its business model.
5.2 — Ensuring the health and safety of consumers
As the Group assures the introduction of products on the market, it is responsible for assessing the safety of the cosmetic products it distributes. To this purpose, the Group conducts tests ensuring the innocuous nature for the skin and eyes. In compliance with Regulation (EC) No 1223/2009 on cosmetic products, no tests are conducted using animals. Tests for skin irritation are thus conducted on healthy voluntary adult subjects and ocular safety tests are performed through cell cultures.
The Group has also taken measures with respect to the European Community Regulation on chemicals and their safe use concerning the Registration, Evaluation, Authorization and Restriction of Chemical substances (EC Directive 1907‑2006 of December 18, 2006) or REACH with all its suppliers. Accordingly, all technical and organizational measures pursuant to the adoption of REACH have been implemented by the Group. It is not itself subject to this registration requirement as a downstream user of such substances. However, it has nevertheless sought to maintain an active role by ensuring that the registration process proceeds effectively and that there exists a continuous supply for sourcing chemical substances contained in its products.
The Group took the initiative to contact its different subcontractors and suppliers to ensure they and those further down the supply chain effectively comply with registration, notification or authorization request procedures. Interparfums has thus asked all its suppliers to provide commitments that they will not supply articles containing substances listed in appendix XIV (Substances of Very High Concern). To date, no supplier has declared the presence in articles provided to Interparfums of substances subject to authorization.
— Cosmetovigilance procedures
Cosmetovigilance is a system for monitoring and recording adverse effects on human health resulting from the use of cosmetics. This includes any adverse reaction, whether serious or not occurring under normal or reasonably foreseeable conditions of use of a cosmetic product, or likely to result from misuse. Interparfums, as the responsible party, processes and analyzes the cosmetovigilance incidents brought to its attention. A specific procedure defining the steps to follow upon receiving a claim is systematically applied and corrective measures are systematically deployed.
5.3 — Giving priority to natural ingredients
For all its fragrance lines, Interparfums uses only alcohol of vegetable origin, and primarily 99.5% natural beet alcohol. Depending on the line, the remaining ingredients include a variable proportion of natural origin. All perfumers we work with offer concentrates with a portion of ingredients certified according to the ISO 9235 or ISO 16128 standard. The percentage of natural ingredients in fragrances is consequently higher than 80%.
For its other products (aftershave balm, hand cream, shower gel and body lotion), between 79% and 88% of the ingredients used in these formulations are of natural origin.
RochasGirl, presented on page 19 of this Universal Registration Document, represents a first step in implementing this approach.
6 — Responsibilities to our operational stakeholders and Society
For the conduct of its operations and the development of its activities, Interparfums has identified the following priorities:
- maintaining relations of high level with its licensors based on synergies, mutual commitment and the sharing of common values;
- developing long‑term partnerships with its suppliers and subcontractors by closely collaborating in exchanging information, particularly with respect to their CSR approach, their carbon footprint and their trajectory;
- developing lasting relations and trust with our distributor customers.
6.1 — Relations with licensors
Since signing its first license agreement in 1988, Interparfums has developed a large portfolio of luxury brands under license. Contacts with these companies are systematically initiated by the historic managers who have developed and maintain close relations with the licensors of these brands. These unique and privileged relations are built by developing an understanding of their universe and proposals for products which fully respect the unique codes of each brand.
Through close collaboration between the marketing departments and the brands which has increased over the years, the products are developed according to the desires and collections of each brand in order to propose a fragrance both unique and at the same time embodying common values.
Smaller agile teams and regular and privileged contacts foster the development of a perfect knowledge of the universe, maintained over the years, in order to propose the brands high quality products that support their image.
6.2 — Long‑term relationships with industrial partners
6.2.1 — Sharing information and relations of trust with industrial partners
Production facilities of subcontractors as well as warehousing facilities for finished products are located primarily in the Haute Normandie region of France. The activity generated by Interparfums in this way contributes to developing the local economy.
— Origin of purchases by the Operations Department by region
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| France | 59% | 59% | 58% |
| Europe (excluding France) | 7% | 25% | 25% |
| Asia | 18% | 7% | 18% |
| America | -% | 9% | -% |
— Supplier profiles by company size (supplier scope assessed by EcoVadis)
The Group maintains long‑term relationships of quality and trust with most of its suppliers, subcontractors and other vendors. These partners are indispensable for the Group to ensure its sourcing requirements for raw materials, packing and packaging activities and promotional items. Reflecting its requirements for quality and performance, the selection process and conduct of relations with partners is a critical issue for the Group.
In addition to collaboration relating to cost controls, quality, and innovation, the Group is committed to developing lasting and responsible partnerships in the areas of employment and the environment.
The Company has implemented guidelines on purchasing, logistics and Good Manufacturing Practices (GMP) in addition to a supplier gateway.
In addition, the Company has adopted a code of business conduct and ethics that will be applicable to its partners designed to ensure that they respect the rules of ethics, morality and law in line with the Company's commitments. This business ethics Charter will be shared with them in the first half of 2023, involving the use of a tracking platform and an electronic signature mechanism. In this way, it will be possible to assess its implementation and to request improvement plans from partners.
To facilitate relations with its partners, the Group has deployed a web‑based system for exchanging information reserved for suppliers (see below "the portal"). This system integrates the exchange of supply plans, issue orders and their receipt confirmation. Most suppliers are equipped with this communication tool.
The supplier specifications, the portal and the code of ethical business conduct (available in French and in English) form the basis of the Company's engagements for promoting close and constructive collaboration with suppliers and partners.
Accordingly, the framework that the Company has established for its actions carried out jointly with suppliers and subcontractors includes commitments for optimizing performance and smooth and transparent communications by using this supplier portal. This portal makes it possible to identify the needs of the Company and suppliers, and taking appropriate measures to address these needs. The Company supports its suppliers in their efforts to improve services if their contributions do not effectively meet expectations.
It was in this context that the Company adopted supplier performance indicators, and in particular OTIF (On Time In Full) supplier performance metrics based on information collected from the portal. These indicators will provide a source of information about the ability of suppliers to adapt to current needs and evolve to respond to the Company's future needs.
Through the specifications and the portal, the Company and its suppliers work together in achieving a common objective, that consists in particular in:
- innovating by increasing quality, service and added value; — increasing the solidity of products, reducing the defects
- and the needs for after‑sales service; — identifying and developing new techniques for creating new products or for improving existing products.
The Company has also adopted eight business review program with the participation of its suppliers. The purpose of this review is to produce a report on activity of the prior year and determine actions and the needs of each of the parties for the following year.
Within this collaborative framework, action plans have been established for the purpose of preventing situations of economic dependence of the Company's partners. This vigilance is exercised in particular in the case of partners exposed to this risk as a result of their size and infrastructure. The Company has adopted a procedure for identifying companies who might in time develop a risk of economic dependence with potential for jeopardizing their relation.
The Company's vigilance is also assured through transparent communications about items enabling its partners to prevent this risk of dependency based on medium and long‑term visibility for its business forecasts, strategies for evolving and its needs in terms of innovation, allowing its suppliers to build their own strategy and develop their capacities for adaptation to meet the desired objectives.
In addition, for a number of years, the Company has been focusing on ensuring the security of its sourcing for a certain number of critical components of our strategic lines. This has resulted in the duplication of our molds for bottles, caps and related items available from two different suppliers.
As applicable, in exercising its duty of care, the Company may also consider disengaging in advance and in a gradual manner from the supplier concerned according to this situation of dependency. In general, as part of its policy of vigilance regarding the risk of economic dependency, the Company invites its suppliers to regularly diversify their customer bases. Similarly, a supplier having developed an innovative technique giving it a monopoly may also expose the Company to risk in terms of sourcing. This may result, by common agreement with its supplier, in identifying a second source of procurement.
Interparfums also monitors how its industrial partners are deploying certified management systems which contribute to their environmental and social performance.
— Percentage of suppliers with certified management systems assessed by EcoVadis (as of 31/12/2022)
| 2022 | |
|---|---|
| Percentage of suppliers evaluated by | |
| EcoVadis, certified ISO 14001 | 34% |
| Percentage of suppliers evaluated by | |
| EcoVadis, certified ISO 45001/OHSAS 18001 | 25% |
6.2.2 — By applying standards for Good Manufacturing Practices (GMP) with packing service providers
The ISO22716 international standard for Good Manufacturing Practices establishes guidelines standard for the manufacturing, packaging, testing, storage, and transportation of cosmetic products. It represents the practical application of quality assurance concepts based on a description of plant manufacturing practices.
This standard has imposed an obligation on all packing companies since July 2013 to comply with the Good Manufacturing Practices. The other subcontractors such as glassmakers and suppliers of raw materials are not concerned by this standard.
The Group has identified the following benefits from this standard:
- controlling potential risk factors affecting the quality of cosmetic products;
- reducing the risk of confusion, deterioration, contamination and error;
- greater vigilance by personnel in the performance of their activities;
- the guarantee of quality products.
In this regulatory environment, regular audit campaigns are carried out of all packaging plants by the quality department based on the ISO22716standard in place. The ultimate purpose of these audits is to ensure that packaging service providers maintain a good level of traceability for their activities. All plant activities were reviewed: receiving process for raw materials and packaging materials, manufacturing, packaging and quality controls. These reports demonstrated that the Group's subcontractors comply with ISO 22716 Good Manufacturing Practices and in particular traceability requirements for all perfume production operations.
The primary missions of the quality department are to:
- consolidate the quality requirements and ensure their implementation by subcontractors and suppliers;
- evaluation of the quality performance of its subcontractors and suppliers;
- strengthen and monitor quality for sourcing of production processes;
- monitor audits of Good Manufacturing Practices;
- supporting subcontractors in the industrialization of its products;
- implement quality indicators;
- monitor nonconformities and corrective measures taken by subcontractors and suppliers;
- monitor customer complaints.
6.2.3 — By assessing the CSR performance of its suppliers
As part of its CSR strategy, Interparfums has partnered with EcoVadis to assess the CSR performance of its supply chain and suppliers.
EcoVadis operates a global platform to assess corporate social responsibility and share performance data using their assessment method based on international CSR standards.
6.2.3.1 — EcoVadis evaluation results
In 2022, 119 suppliers were evaluated or were in the process of being evaluated, representing 88% of Interparfums' procurement activity. As part of a continuous improvement process, Interparfums' objective is monitored and encourages the CSR performance of its suppliers in four major areas: the environment, Social And Human Rights, Ethics and Responsible Procurement.
| Number of suppliers evaluated |
Average score | ||||
|---|---|---|---|---|---|
| Average EcoVadis score (overall score) |
Environment score |
Labor and Human Rights score |
Business Ethics score |
Sustainable Procurement score |
|
| 91 | 66.7/100 | 69.5/100 | 66.9/100 | 60.7/100 | 65.3/100 |
6.2.3.2 — Comparison between the CSR performance of Interparfums' suppliers and all companies evaluated by EcoVadis
6.2.3.3 — Breakdown of purchases (as a % of total purchases in 2022) according to the EcoVadis score of suppliers (score out of 100)
98% of Interparfums' purchases are made from suppliers with a score of ≥ 45/100, highlighting the relevance of its approach to supplier selection. The lowest performing suppliers in terms of CSR (score < 45) account for only 1% of Interparfums' purchases. An action plan will be sent to the four suppliers thus identified to enable them to make progress on these issues which are of primary importance to Interparfums. Every effort will be made to support them in this process.
6.2.3.4 — Gains in the EcoVadis score by Interparfums' suppliers (between two evaluations)
| Gains in the average EcoVadis score (overall score) |
Gains in the average score for the Environment |
Gains in the average score for Labor and Human Rights |
Gains in the average score for Business Ethics |
Gains in the average score for Sustainable Procurement |
|
|---|---|---|---|---|---|
| 97% of suppliers were reassessed during the period |
+4.9 points | +4.7 points | +4 points | +6.1 points | +7.1 points |
| Comparison with all companies assessed by EcoVadis |
+4 points | +4.1 points | +4 points | +4.2 points | + 3 points |
6.3 — Building relations of confidence with customers and distributors
Every continent, every region of the world has its own olfactory tastes, identity and culture but also its own sensibility and attachment to a brand, and there is thus no single destination.
Interparfums has developed long‑lasting relations with its distributors in each of the countries or regions where it operates. More than 60 employees deployed their expertise in France and in more than 100 countries in the service of the distribution of our fragrances.
Every two to three years, Interparfums organizes a seminar over several days for all its distributors from throughout the world. This seminar, to be held in 2024, will be an opportunity to present all the company's brands and products, meet with all distributors and involve them in the Group's development while giving the distributors an opportunity to meet with staff with whom they work closely on a daily basis.
6.4 — Relations with community‑based organizations
The Group also intervenes in the civil society in the following areas:
- developing the local economy;
- relations with schools and educational establishments;
- financing voluntary sector initiatives.
6.4.1 — Donations and sponsorship initiatives
The Group contributes to volunteer‑sector organizations intervening in the areas of solidarity, childhood, combating exclusion and promoting health, by providing financial assistance to support their projects and initiatives.
Since 2018, through the Givaudan Foundation, Interparfums provided support to seven schools for the management of their libraries. In 2022, the school library development program continued in Sulawesi with the opening of 2 new libraries in Mamuju (West Sulawesi). More than 5,000 books were donated for the benefit of 1,163 children and 95 school teachers. Interparfums renewed this partnership for 2023.
In 2022, aid was provided to the CEW (Cosmetic Executive Women) to finance the services by socio‑aestheticians for women suffering from cancer, and to EliseCare, which assists civilian populations affected by war. Donations were also made to the Red Cross in relation to the conflict in Ukraine and to the not‑for‑profit Delivering Good, which provides assistance to vulnerable populations. These few examples illustrate Interparfums' CSR commitments.
In addition, 1% of Rochas Girl's sales are donated to One Percent for the Planet, a global network of businesses, individuals and environmental partners tackling our planet's most pressing environmental issues.
In 2022, funding of sponsorship initiatives amounted to €384,000.
In 2023, the Group's goal is to strengthen its social approach by continuing to support causes that are close to its heart and relevant to its CSR approach.
6.4.2 — Educational establishments
Keen to share its experience and train future generations, the Group is a regular contributor, particularly in the fields of marketing and finance, at different leading schools (business schools, Sciences Po, École supérieure de parfumerie…).
Interparfums also regularly welcomes interns within the Group as well as work‑study contract beneficiaries.
In 2022, Rochas joined the French Fashion Institute Foundation to support its social outreach policy through a financial commitment to the social scholarship fund.
7 — A highly motivated and engaged governance
Interparfums supports the Middlenext Corporate Governance Code and as such has developed its governance in line with the ESG issues identified in its materiality matrix presented in section 2 of this chapter.
Since it was listed on the Paris Stock Exchange nearly 27 years ago, Interparfums has made every effort to promote maximum transparency by regularly explaining its strategy, outlook and priorities, and by answering the questions of all its shareholders to the best of its ability.
For nearly two years, we have been committed to adopting a more dynamic, more active and more collaborative approach to social, societal, governance and especially environmental issues.
To further facilitate exchanges and to better address the legitimate expectations of shareholders, we decided to establish an Individual Shareholders' Consultative Committee.
Because the Company no longer considers the occasional exchanges with its shareholders at the General Meeting once a year sufficient, it created this Consultative Committee to better address their concerns. Made up of a dozen shareholders including two employees, it already met once in 2022.
In 2023, members of the Board of Directors will attend information‑sharing workshops to help them better anticipate future regulations, particularly in terms of climate change, business ethics, and the fight against corruption and forced labor. The operating procedures of the corporate governance system are described in part 4 of this Universal Registration Document.
| Targets | Shares | Current Situation |
Expected performance |
Deadline |
|---|---|---|---|---|
| Strengthen the rules of good governance on the basis of the recommendations of the Middlenext Corporate Governance Code |
50% of independent Directors on the Board | 45% | 50% | mid‑2023 |
| 50% of women on the Board | 45% | 50% | mid‑2023 | |
| Provide training to Board members | 0.5 days | 4‑6 days | 2024 | |
| Setting up of an Individual Shareholders Consultative Committee |
- | - | 2022 | |
| Setting up a CSR committee | - | - | 2024 |
8 — Non‑financial indicators
Even though the Company, because of its size, is not required to produce a Non-Financial Statement, indicators that are monitored under this Social, Societal and Environmental strategy are provided below.
| Indicators | 2020 | 2021 | 2022 | |
|---|---|---|---|---|
| Employer values | ||||
| Employment | Permanent group employees Workforce by region |
290 | 298 | 317 |
| (Group scope) | — France | 213 | 214 | 228 |
| — United States | 59 | 65 | 70 | |
| — Asia | 18 | 19 | 19 | |
| Workforce by type of contract | ||||
| — Permanent | 273 | 287 | 307 | |
| — Non-Permanent | 17 | 11 | 10 | |
| (France) | Creation of permanent positions | 3 | 5 | 14 |
| Absenteeism | Related to occupational and commuting accidents | - | 0.04% | 0.03% |
| (France) | Related to occupational illnesses | - | - | |
| Related to maternity and paternity leave | 2.01% | 1.24% | 1.30% | |
| Linked to illness | 1.65% | 1.23% | 1.48% | |
| Total absenteeism rate | 3.66% | 2.47% | 2.78% | |
| Number of calls to helpline and psychological support services | 0 | 0 | 0 | |
| Training | Percentage of employees receiving training at least once a year | 45% | 50% | 32% |
| (France) | Number of training hours | 668 | 2,603 | 1,591 |
| Percentage of annual appraisal interviews conducted | 100% | 100% | 100% |
| Indicators | 2020 | 2021 | 2022 | |
|---|---|---|---|---|
| Diversity | Breakdown for permanent staff | |||
| (France) | — Women | 72% | 73% | 72% |
| — Men | 28% | 27% | 28% | |
| Breakdown for management positions | ||||
| — Women | 56% | 52% | 60% | |
| — Men | 44% | 49% | 40% | |
| Professional gender equality index score | 85/100 | 85/100 | 84/100 | |
| Number of trainees | 8 | 13 | 4 | |
| Number of employees with disabilities | 2 | 2 | 2 | |
| Retention | Average seniority | 9.9 years | 10.1 years | 9.7 years |
| (France) | Turnover | 7% | 11% | 22% |
| Percentage of employees with access to the different | > 95% | > 95% | > 95% | |
| employee savings schemes with employer contributions | ||||
| (Group scope) | Accounting expenses linked to performance shares | €1.4m | €1.4m | €2.5m |
| Environmental | ||||
| Packaging | % of FSC paperboard: | < 1% | 1% | 10% |
| Quantity of cardboard used in packaging (tons/sales) | 0.01 | 0.03 | 3.20 | |
| % of recycled glass PCR: | 46.9% | 46.1% | 37% | |
| Quantity of glass used in packaging (in tons/sales in €m) | 5.68 | 5.79 | 11.30 | |
| Quantity of plastic used in packaging (tons/sales in €m) | 2.32 | 2.08 | 1.91 | |
| Waste | Quantity of hazardous waste (tons) | 3.78 | 8.80 | 10.00 |
| management | Quantity of nonhazardous waste (tons) | nd | 29.2 | 32.3 |
| Percentage of recovered waste (sorted waste) | nd | 78% | 83% | |
| (France) | ||||
| CO2 emissions | Scope 1 and 2 GHG emissions generated (in t CO2 eq) | 233 | 255 | 235 |
| Energy consumption (in MWh) | 1,246 | 1,846 | 1,754 | |
| Scope 3 GHG emissions generated (in t CO2 eq) | nd | 174,685 | 152,702 | |
| Scope 1, 2 and 3 GHG emissions intensity | nd | 312 | 216 | |
| (in kg of CO2 per € thousands of sales) | ||||
| Relationships | Percentage of purchases from suppliers | 68% | 68% | 88% |
| with partners | EcoVadis‑assessed suppliers | |||
| Percentage of purchases from suppliers/relationships >10 years | 86% | 86% | 86% | |
| Percentage of purchases from suppliers located in Europe | 80% | 85% | 82% | |
| Percentage of purchases from suppliers located in France | 59% | 62% | 58% | |
| Governance | ||||
| Gaïa index | 71/100 | 74/100 | 81/100 | |
| Boards | Compliance with the Middlenext Corporate Governance Code | Yes | Yes | Yes |
| Percentage of independent Directors | 40% | 40% | 45% | |
| Percentage of women | 40% | 40% | 45% | |
| Attendance rate of Directors | 100% | 100% | 98% | |
| Training of Directors | - | 0.5 days | 1 day | |
| Audit Committee | Yes | Yes | Yes | |
| CSR Committee | No | No | No | |
| Individual Shareholders Consultative Committee: | No | No | Yes | |
| Executive | Management Committee members: Percentage of women | 27% | 27% | 27% |
| Committees | CSR Committee | No | Yes | Yes |
| Compliance | Number of whistleblower reports | 0 | 0 | 0 |
| Personal data protection policy (PDO) | Yes | Yes | Yes |
Nd: not defined.
3 Consolidated financial statements
| Consolidated financial statements | 93 |
|---|---|
| Notes to the consolidated financial statements | 98 |
| 1 — Significant accounting policies |
99 |
| 2 — Basis of presentation |
102 |
| 3 — Notes to the balance sheet |
103 |
| 4 — Notes to the income statement |
114 |
| 5 — Segment reporting |
116 |
| 6 — Other information |
117 |
Consolidated income statement
| € thousands except per share data which is in units | Notes | 2021 | 2022 |
|---|---|---|---|
| Sales | 4.1 | 560,827 | 706,624 |
| Cost of sales | 4.2 | (195,187) | (234,344) |
| Gross margin | 365,640 | 472,280 | |
| % of sales | 65.2% | 66.8% | |
| Selling expenses | 4.3 | (243,187) | (305,835) |
| Administrative expenses | 4.4 | (21,576) | (28,133) |
| Current operating income | 100,877 | 138,312 | |
| % of sales | 18.0% | 19.6% | |
| Other operating expenses | 4.5 | (1,986) | (6,491) |
| Operating profit | 98,891 | 131,821 | |
| % of sales | 17.6% | 18.7% | |
| Financial income | 560 | 1,997 | |
| Interest and similar expenses | (2,262) | (2,766) | |
| Net finance costs | (1,702) | (769) | |
| Other financial income | 5,869 | 28,916 | |
| Other financial expense | (1,747) | (26,682) | |
| Net financial income/(expense) | 4.6 | 2,420 | 1,465 |
| Income before income tax | 101,311 | 133,286 | |
| % of sales | 18.1% | 18.9% | |
| Income tax | 4.7 | (29,676) | (33,061) |
| Effective tax rate | 29.3% | 24.8% | |
| Share of income/(loss) from equity‑accounted companies | 45 | (47) | |
| Net income | 71,680 | 100,178 | |
| % of sales | 12.8% | 14.2% | |
| Share of net (income)/loss attributable to non‑controlling interests | (585) | (655) | |
| Net income attributable to owners of the parent | 71,095 | 99,523 | |
| % of sales | 12.7% | 14.1% | |
| Net earnings per share(1) | 4.8 | 1.24 | 1.66 |
| Diluted earnings per share(1) | 4.8 | 1.24 | 1.66 |
(1) Restated on a prorated basis for bonus share grants.
| Consolidated statement of comprehensive income and expense | |||
|---|---|---|---|
| € thousands | 2021 | 2022 |
|---|---|---|
| Net income | 71,680 | 100,178 |
| Available‑for‑sale assets | - | |
| Currency hedges | (1,559) | 3,016 |
| Deferred taxes on currency hedges | 403 | (779) |
| Currency translation adjustments | 4,209 | 3,979 |
| Items able to be recycled in profit or loss | 3,053 | 6,216 |
| Actuarial gains and losses | 1,202 | 2,178 |
| Deferred taxes on items unable to be recycled | (310) | (563) |
| Items unable to be recycled in profit or loss | 892 | 1,615 |
| Other comprehensive income total | 3,945 | 7,831 |
| Comprehensive income for the period | 75,625 | 108,009 |
| Share of net (income)/loss attributable to non‑controlling interests | (585) | (655) |
| Comprehensive income attributable to owners of the parent | 75,040 | 107,354 |
Consolidated balance sheet
Assets
| € thousands | Notes | 2021 | 2022 |
|---|---|---|---|
| Non‑current assets | |||
| Net trademarks and other intangible assets | 3.1 | 149,777 | 231,595 |
| Net property, plant, equipment | 3.2 | 127,669 | 148,169 |
| Right‑of use assets | 3.3 | 15,243 | 12,314 |
| Long‑term investments | 3.4 | 4,047 | 3,316 |
| Other non‑current financial assets | 3.4 | 2,273 | 7,901 |
| Equity‑accounted investments | 3.5 | 12,722 | 12,424 |
| Deferred tax assets | 3.13 | 9,228 | 12,345 |
| Total non‑current assets | 320,959 | 428,064 | |
| Current assets | |||
| Inventory and work‑in‑progress | 3.6 | 102,136 | 153,466 |
| Trade receivables and related accounts | 3.7 | 125,430 | 138,902 |
| Other receivables | 3.8 | 14,280 | 29,563 |
| Corporate income tax | 1,730 | 2,222 | |
| Current financial assets | 3.9 | 100,976 | 99,013 |
| Cash and cash equivalents | 3.9 | 156,708 | 136,747 |
| Total current assets | 501,260 | 559,913 | |
| Total assets | 822,219 | 987,977 |
Shareholders' equity & liabilities
| € thousands | Notes | 2021 | 2022 |
|---|---|---|---|
| Shareholders' equity | |||
| Share capital | 171,562 | 188,718 | |
| Additional paid‑in capital | - | ||
| Retained earnings | 298,752 | 304,218 | |
| Net income for the year | 71,095 | 99,523 | |
| Equity attributable to owners of the parent | 541,409 | 592,459 | |
| Non‑controlling interests | 1,920 | 2,183 | |
| Total shareholders' equity | 3.10 | 543,329 | 594,642 |
| Non‑current liabilities | |||
| Non‑current provisions for contingencies and expenses | 3.11 | 8,771 | 7,422 |
| Non‑current borrowings | 3.12 | 98,218 | 122,767 |
| Non‑current lease liabilities | 3.12 | 12,562 | 10,233 |
| Deferred tax liabilities | 3.13 | 3,302 | 5,211 |
| Total non‑current liabilities | 122,853 | 145,633 | |
| Current liabilities | |||
| Trade payables and related accounts | 3.14 | 92,148 | 113,235 |
| Current borrowings | 3.12 | 11,803 | 24,259 |
| Current lease liabilities | 3.12 | 3,067 | 2,699 |
| Current provisions for contingencies and expenses | 3.11 | 5,114 | |
| Corporate income tax | 3,789 | 7,315 | |
| Other liabilities | 3.14 | 40,116 | 100,194 |
| Total current liabilities | 156,037 | 247,702 | |
| Total shareholders' equity and liabilities | 822,219 | 987,977 |
Statement of changes in consolidated shareholders' equity
| Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| € thousands | Number of shares |
Share capital |
Paid‑in capital |
Other comprehensive income |
Retained earnings and income |
Attributable to owners of the parent |
Non‑ controlling interests |
Total |
| As of December 31, 2020(1) | 51,795,064 | 155,965 | - | (1,180) | 337,704 | 492,489 | 1,629 | 494,118 |
| Bonus share issues 2021 net income Change in actuarial gains |
5,198,840 - |
15,597 - |
- - |
- - |
(15,597) 71,095 |
- 71,095 |
- 585 |
71,680 |
| and losses on provisions for pension obligations |
- | - | - | 892 | - | 892 | - | 892 |
| Remeasurement of financial instruments at fair value |
- | - | - | (1,156) | - | (1,156) | - | (1,156) |
| 2020 dividend paid in 2021 | - | - | - | - | (28,508) | (28,508) | (294) | (28,802) |
| Changes in Group structure of consolidated operations |
- | - | - | - | - | - | - | |
| Own shares | 5,825 | - | - | - | 2,388 | 2,388 | - | 2,388 |
| Currency translation adjustments | - | - | - | 4,209 | - | 4,209 | - | 4,209 |
| As of December 31, 2021(1) | 56,999,729 | 171,562 | - | 2,765 | 367,082 | 541,409 | 1,920 | 543,329 |
| Bonus share issues | 5,718,724 | 17,156 | - | - | (17,156) | - | - | |
| 2022 net income Change in actuarial gains and losses on provisions for pension obligations |
- - |
- - |
- - |
- 1,615 |
99,523 - |
99,523 1,615 |
655 - |
100,178 1,615 |
| remeasurement of financial instruments at fair value |
- | - | - | 2,237 | - | 2,237 | - | 2,237 |
| 2021 dividend paid in 2022 | - | - | - | - | (53,565) | (53,565) | (392) | (53,957) |
| Changes in Group structure of consolidated operations |
- | - | - | - | - | - | - | |
| Own shares | 97,778 | - | - | - | (2,739) | (2,739) | - | (2,739) |
| Currency translation adjustments | - | - | - | 3,979 | - | 3,979 | - | 3,979 |
| As of December 31, 2022(1) | 62,816,231 | 188,718 | - | 10,596 | 393,145 | 592,459 | 2,183 | 594,642 |
(1) Excluding own shares.
Statement of cash flows
| € thousands | 2021 | 2022 |
|---|---|---|
| Cash flows from operating activities | ||
| Net income | 71,680 | 100,178 |
| Depreciation, amortization and other | 13,482 | 27,187 |
| Share of profit from equity‑accounted companies | 255 | 298 |
| Net finance costs | 1,702 | 769 |
| Tax charge of the period | 29,676 | 33,398 |
| Cash flow from operations before tax and finance costs | 116,795 | 161,830 |
| Interest expense payments | (1,992) | (2,694) |
| Tax payments | (28,571) | (30,346) |
| Cash flow from operations after tax and finance costs | 86,232 | 128,790 |
| Change in inventory and work in progress | (12,480) | (67,925) |
| Change in trade receivables and related accounts | (37,355) | (13,276) |
| Change in other receivables | (8,688) | (5,915) |
| Change in trade payables and related accounts | 40,872 | 21,087 |
| Change in other current liabilities | 8,585 | 16,058 |
| Change in working capital requirements | (9,066) | (49,971) |
| Net cash flows provided by (used in) operating activities | 77,166 | 78,819 |
| Cash flows from investing activities | ||
| Net acquisitions of intangible assets | (1,253) | (51,439) |
| Net acquisitions of property, plants and equipment | (116,767) | (26,405) |
| Net acquisitions of right‑of‑use assets | (9,381) | 5,105 |
| Acquisition of equity interests | - | |
| Net acquisitions of marketable securities | (45,457) | (2,363) |
| Changes in long‑term investments | (713) | 731 |
| Net cash flows provided by (used in) investing activities | (173,571) | (74,371) |
| Cash flows from financing activities | ||
| Issuance of borrowings and new financial debt | 134,204 | 50,000 |
| Debt repayments | (34,204) | (13,043) |
| Change in lease liabilities | 6,638 | (2,697) |
| Dividend payments to shareholders | (28,508) | (53,565) |
| Own shares | 454 | (5,104) |
| Net cash flows provided by (used in) financing activities | 78,584 | (24,409) |
| Change in net cash | (17,821) | (19,961) |
| Opening cash and cash equivalents | 174,529 | 156,708 |
| Closing cash and cash equivalents | 156,708 | 136,747 |
| The reconciliation of net debt breaks down as follows: |
| € thousands | 2021 | 2022 |
|---|---|---|
| Cash and cash equivalents | 156,708 | 136,747 |
| Current financial assets | 100,976 | 99,013 |
| Cash and current financial assets | 257,684 | 235,760 |
| Current borrowings | (11,803) | (24,259) |
| Non‑current borrowings | (98,218) | (122,767) |
| Net debt | 147,663 | 88,734 |
Notes to the consolidated financial statements
Annual highlights
January
— Launch of the fragrance line, Montblanc Legend Red
The famous Montblanc Legend fragrance goes red as it celebrates its 10‑year anniversary and returns with a new woody fruity iteration, Montblanc Legend Red.
— Launch of the Kate Spade Sparkle line
Kate Spade Sparkle celebrates a captivating and confident facet of the Kate Spade woman, reflecting the sensual and empowering spirit of the second chapter of the brand's fragrance story.
— Launch of Patchouli Blanc in the Van Cleef & Arpels Collection Extraordinaire
The Patchouli Blanc spirit is a light and airy reinterpretation of a crystal‑clear patchouli and the third "white wood" fragrance of the Collection.
February
— Launch of Coach Wild Rose
Delicate and poetic, the Eau de Parfum draws its inspiration from the free‑spirited beauty of a meadow of wild flowers.
— Introduction of the new refillable bottle of the Rochas Girl eco‑friendly line
Using the Refill Good With Girl provides savings of 40% in glass, 46% in plastics, 35% in cardboard and 66% in metal. A small gesture for you and for the planet.
March
— Karl Lagerfeld: launch of the third Places by Karl duo
Karl Lagerfeld fragrances added two new olfactory destinations illustrating the designer's journey. Rome – Divino Amor (for women) and Vienna – Opera (for men).
— Interparfums headquarters
Interparfums moved into its new Paris headquarters at 10 rue de Solférino at the end of March, a 3,700 sqm high environmental performance office complex.
— 3rd employee stock ownership plan
In March, reflecting its corporate culture as a responsible employer, Interparfums set up its third employee stock ownership plan for all group employees, following those of 2016 and 2019.
April
— SBF 120 index
In April, the company's long‑standing commitment to quality financial communications was rewarded by the inclusion of Interparfums' shares in the CAC Mid 60 and SBF 120 indices.
— Launch of the Jimmy Choo Man Aqua line
Jimmy Choo Man expands its line with a new invigorating fragrance: Jimmy Choo Man Aqua, a refreshing Eau de Toilette which is laced with a marine‑soaked breeze.
May
— Dividend
The company paid a dividend of €0.94 per share representing a ratio of 75% of the 2021 consolidated net income.
June
— Bonus share issue The company proceeded with its 23rd bonus share issue
on the basis of one new share for every ten shares held.
— Rochas Girl as a two‑time winner of the "Fragrance Foundation Awards"
The Fragrance Foundation Awards ceremony represents an annual celebration of fragrance. Juries comprised of consumers and professionals selected the Rochas Girl line for both the Professional Prize as well as the Public Prize in the Best Women's Launch category.
— Launch of the Mon Éclat line of Lanvin
Mon Éclat opens a new chapter of Éclat Arpège as a radiant and cheerful composition designed for all lovers of life.
July
— Launch of the I Want Choo Forever line of Jimmy Choo
The Jimmy Choo Glam Squad has struck again and presents its new fragrance: I Want Choo Forever, which will delight fans by bringing together all the brand's signature codes.
August
— Launch of Boucheron Singulier Eau de Parfum for men
Thoroughly Boucheron and singularly masculine, the Eau de Parfum Boucheron Singulier captures all the Parisian essence of the brand in its ultramodern and sophisticated trail.
— Launch of Coach Open Road
This new aromatic Eau de Toilette for Men, Coach Open Road, encapsulates the brand's distinctive character: the positive energy and invigorating vibe of a road trip with friends.
September
— Launch of Byzance Gold by Rochas
Created in 1987 and reinterpreted in 2019, this legendary fragrance from the fashion house has been reinvented again this year, with a modern twist, in an opulent new composition: Byzance Gold.
October
— Launch of Moonlight Patchouli Le Parfum of the Van Cleef & Arpels Collection Extraordinaire
The Maison is now releasing a fragrance version of this unique creation: Moonlight Patchouli Le Parfum, a bewitching and magnetic composition that seems to have captured the intensity of the night.
November
— Interparfums improves its Gaïa index ESG rating Interparfums has made further progress in the areas of environmental, social, and corporate governance (ESG) based on the results of the 2022 campaign of the rating agency Gaïa Research which ranks the top performing companies in this area.
December
— Lacoste and Interparfums sign a fragrance license agreement
On December 21, Lacoste, the iconic fashion sport brand, and Interparfums SA, announced the signing of a worldwide exclusive 15‑year fragrance license agreement effective January 1, 2024.
1 — Significant accounting policies
1.1 — Compliance statement
In accordance with EC regulations 1606/2002 of July 19, 2002 on international accounting standards, the 2022 consolidated financial statements of Interparfums are established in compliance with IAS/IFRS (International Accounting Standards/ International Financial Reporting Standards) applicable since 2005 as endorsed by the European Union.
Financial information presented herein is based on:
- IFRS standards and interpretations subject to mandatory application;
- Options retained and exemptions used by the Group for the preparation of IFRS consolidated financial statements.
The consolidated financial statements at December 31, 2022 were adopted by the Board of Directors on February 28, 2023. They will become definitive after having been approved by the ordinary general Meeting of April 21, 2023.
Financial exposure to the war in Ukraine
With respect to the war between Russia and Ukraine, the Group has assessed the exposure of its financial and operating position to these two countries.
In 2022, Russia and Belarus accounted for less than 4% of Interparfums' sales. The Group complies with the restrictions imposed by the European Union and has implemented a specific billing policy for these two countries that renders the collection risks on trade receivables negligible.
The Group has factored this conflict and its potential impact into its impairment test for the Lanvin brand, which has historically maintained a strong presence in Eastern Europe. A 10% decline in annual sales for the years after 2024 has no impact on the value of the Lanvin brand at the end of December 2022.
1.2 — Changes in accounting standards
No standards, amendments or interpretations issued by the IASB and IFRIC were early adopted in preparing the financial statements for the year ended December 31, 2022.
Application of the following standards, amendments or interpretations, effective as of January 1, 2022, are mandatory. No transactions related to these standards were undertaken in 2022. These amendments have no impact on the consolidated financial statements for the year ended December 31, 2022.
- amendments to IAS 16 "Proceeds before intended use";
- IFRS 3 Amendments updating the "Reference to the conceptual framework";
- amendments to IAS 37 "Onerous contracts-Costs of fulfilling a contract";
- annual improvements (2018‑2020 cycle) "Annual improvements to IFRS standards 2018‑2020".
1.3 — Basis of consolidation
| Interparfums SA | Ownership interest (%) Controlling interest (%) |
Consolidation method | |
|---|---|---|---|
| Interparfums Suisse Sarl | Switzerland | 100% | Full consolidation |
| Parfums Rochas Spain | Spain | 51% | Full consolidation |
| Interparfums Srl | Italy | 100% | Full consolidation |
| Interparfums Luxury Brands | United States | 100% | Full consolidation |
| Interparfums Asia Pacific pte Ltd | Singapore | 100% | Full consolidation |
| Divabox | France | 25% | Equity method |
Parfums Rochas SL 51%-held by Interparfums is fully consolidated based on the exercise of exclusive control over this company.
At June 30, 2020, Interparfums acquired 25% of the capital of Divabox, specialized in e‑commerce for beauty products. Divabox is consolidated by the Group according to the equity method because it exercises significant influence but not control.
Interparfums Srl is in the process of being liquidated. While included in the consolidation scope, since the end of 2020 it no longer has had any commercial activities.
Subsidiaries' financial statements are prepared on the basis of the same accounting period as the parent company. The fiscal year covers the 12‑month period ending on December 31.
1.4 — Consideration of climate change risks
The Group's current exposure to the consequences of climate change is limited. For that reason, any impact of climate change at this stage is not significant.
Interparfums is developing a sustainable development policy designed to offer consumers responsible products throughout their life cycle. This policy is based on 3 pillars: offering environmentally and socially responsible components and packaging, ensuring consumer health and safety, and increasing the use of natural ingredients and components in our fragrances. In the Group's opinion, this policy does not require significant short or medium term investments. Rather, it is more a matter of adjusting processes and procedures and supporting our suppliers in applying this approach.
In addition, climate change and the consequences thereof will invariably impact the price of raw materials, production, distribution and transportation costs. Short‑term effects are considered insignificant. Moreover, the Group has a resilient business model that allows it to adjust variable costs to preserve the net margin should production costs increase or sales decline.
1.5 — Translation method
The company's operating currency and currency for the presentation of financial statements is the euro.
Transactions in foreign currencies are translated at the exchange rate in effect on the date of the transaction. Payables and receivables in foreign currency are translated at the exchange rate in force on December 31, 2022. Translation losses and gains arising from the conversion of year‑end amounts denominated in foreign currencies on December 31, 2022 are recorded in the income statement. Hedged transactions are translated at the negotiated exchange rate.
The main exchange rates applied for the translation of subsidiaries' accounts in relation to the euro are as follows:
| Currency | Closing exchange rate | Average exchange rate | ||
|---|---|---|---|---|
| 2021 | 2022 | 2021 | 2022 | |
| US dollar (USD) | 1.1326 | 1.0666 | 1.1827 | 1.0530 |
| Singapore dollar (SGD) | 1.5279 | 1.4300 | 1.5891 | 1.4512 |
| Swiss franc (CHF) | 1.0331 | 0.9847 | 1.0811 | 1.0047 |
1.6 — Use of estimates
The preparation of consolidated financial statements requires the use of estimates and assumptions for the valuation of certain balance sheet and income statement balances. These concern primarily the valuation of intangible assets and of the provisions for contingencies and expenses. Although these estimates are based on management's best knowledge of current events and situations, actual results may ultimately differ from these estimates.
1.7 — Sales
Revenue includes principally ex‑warehouse sales to distributors and agents and direct sales to retailers for the portion realized by Group subsidiaries.
Revenue from perfume and cosmetics products is presented net of any form of discount and rebate.
Revenue is recognized on the basis of conditions of transfer to the buyer of the risks and rewards incident to ownership. Amounts invoiced at year‑end when the actual transfer of title occurs in the following year are not recognized under revenue of the year in progress.
1.8 — Trademarks and other intangible assets
Trademarks and other intangible fixed assets, including trademarks under licensing contracts and acquired trademarks are recorded at cost. These legally protected trademarks are classified as indefinite life intangible assets and are not amortized.
Finite life intangible assets such as upfront license fees are amortized on a straight‑line basis over the duration of the license.
Rights on molds for bottles and related items are classified as finite life intangible assets and amortized over a period of between three and five years.
Licenses and upfront license fees are remeasured whenever there is any indication of impairment. Their recoverable value is determined according to the discounted cash flow method defined as the present value of estimated future cash flows expected to arise from the continuing use of these assets calculated according to their estimated or actual length. Data used originates from the annual and multi‑year budgets for the duration of the license agreements drawn up by Management.
Own brands are also tested for impairment at least once a year by comparing their net carrying value with their recoverable value. The recoverable value represents the higher of fair value less costs to sell and its value in use on the basis of the present value of estimated future cash flows derived from five year budgets discounted to infinity.
A provision for impairment is recorded if this value is lower than the carrying value.
The discount rate before tax applied for remeasurement is the weighted average cost of capital (WACC) of 7.60% at December 31, 2022 compared to 7.47% at December 31, 2021. This ratio is determined on the basis of a positive long‑term interest rate of 3.1% corresponding to the average rate for 10‑year OAT French fungible treasury bonds of the last quarter, the rate expected by an investor in this sector and the specific risk premium for this sector. The perpetuity growth rate used was 1.6% at December 31, 2022 and December 31, 2021.
Costs generated on acquisition analyzed as directly attributable costs are included in the cost of the acquired assets.
Other intangible assets are amortized over their useful lives and subject to impairment testing when an indication of impairment exists.
All license agreements provide for international rights of use. Other intangible assets, in particular rights on molds for bottles are mainly used in France by our subcontractors.
1.9 — Property, plant and equipment
Tangible fixed assets are valued at cost (purchase price plus acquisition‑related costs) and depreciated over their estimated useful lives on a straight‑line basis (2 to 5 years). Tangible fixed assets include molds for caps.
In April 2021, the company completed the acquisition of its headquarters, comprising land, buildings and facilities. Land is not subject to depreciation while buildings and fixtures and fittings are depreciated on a straight‑line basis over a period of 50 years and 7 to 25 years, respectively.
The majority of tangible fixed assets are used in France.
1.10 — Inventory and work‑in‑progress
Inventories are valued at the lower of cost or probable resale value. A provision for impairment is assessed on a case‑by case‑basis and recorded when their probable resale value is lower than the carrying value.
The cost of inventories of raw materials and supplies is valued on the basis of average weighted prices.
The cost of finished products includes the cost of materials used, production expenses and a share of indirect costs valued at a standard rate.
At the end of every year, these standard rates are compared with the effective rate obtained based on actual figures at year‑end.
1.11 — Other non‑current financial assets
The line item "non‑current financial assets" consists of a royalties advance on the Karl Lagerfeld license agreement that is charged against future royalties every year.
- this advance was remeasured at present value according to the amortized cost method over the license agreement's term and the corresponding offset is recognized by increasing the amortization of upfront license fees;
- positive fixed‑rate pay swaps used to hedge variable‑rate debt.
1.12 — Receivables
Accounts receivable are recorded at face value. A provision for impairment is recorded on a case‑by‑case basis when the probable recovery value is deemed to be less than the carrying value.
1.13 — Deferred tax
Deferred taxes corresponding to timing differences between accounting and the tax basis of consolidated assets and liabilities, and to taxes on consolidation restatements are calculated under the liability method based on known year‑end conditions.
Potential tax savings resulting from loss carry forwards are recorded under deferred tax assets only when their use in the short term is deemed likely and are subject to depreciation when appropriate.
1.14 — Equity‑accounted investments
The line item "Equity‑accounted investments" includes the 25% share of the capital of Divabox acquired in June 2020 (see note 3.5).
1.15 — Cash, cash equivalents and current financial assets
The item "Cash and cash equivalents" includes marketable securities and cash at bank and in hand that consist of highly liquid investments with maturities of less than three months readily convertible into a known cash amount without penalty and subject to an insignificant risk of changes in value.
"Current financial assets" include capital redemption contracts and listed shares of companies in the luxury goods sector.
1.16 — Own shares
Interparfums shares held by the Group are recorded as a deduction from equity at cost.
If sold, the proceeds are recorded directly under equity net of tax.
1.17 — Provisions for contingencies and expenses
— Retirement severance benefits
This reserve is maintained to honor employee pension benefit commitments and corresponds to the present value of the payments to which employees are entitled, under the collective bargaining agreement, once they retire.
For the measurement of retirement severance benefits, Interparfums has adopted the procedure for voluntary severance agreements introduced by Ordinance 2017‑1387 published in the French Official Journal of September 23, 2017 and Decree 2017‑1398 published in the French Official Journal of September 26, 2017. This procedure provides for the systematic signature of a severance agreement by the employer and the employee specifying the terms and conditions of the termination. Because the method in force prior to the end of the reporting period involved compulsory retirement, the impact of this change in the assumptions used for calculation was recognized under past service costs. The projected unit credit was applied. This method takes into account rights and wages projected to term, the probability of payment as well as the prorated amount of seniority so that commitments correspond to the value of service already rendered by employees. The retirement benefit is paid in the form of a capital payment.
Accordingly, the calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations (PBO), i.e. the rights of employees at the time of departure taking into account the probability of departure and death of the employees before term as well as the impact of revaluations and discounts. This projected benefit obligation is then prorated to take into account the seniority of the employees of the company on the calculation date.
— Provisions for other contingencies and expenses
A provision is recognized when the company has a present obligation (legal or constructive) as a result of a past event when it is probable that an outflow of resources embodying economic benefits will be required to settle an obligation and a reliable estimate can be made of the amount of the obligation.
1.18 — Financial instruments
Derivative financial and hedging instruments are used by the Group to reduce exposure to interest rate and foreign exchange risks. Such instruments are not used for speculative purposes.
— Currency hedges
The company has recourse to forward exchange contracts and cash flow hedges put into place at the time receivables or payables are recognized. These contracts have maturities of three to six months according to the maturities of the corresponding receivables and payables in foreign currencies (primarily the US dollar and Sterling pound). Currency gains and losses from these instruments are recognized in the income statement when the receivables are booked.
In addition, hedges have been put into place to cover sales budgets in US dollars. In accordance with IFRS 9 these hedges were accounted for as cash flow hedges. Hedge accounting is applicable if the hedge is formally defined and documented on inception of the hedging relationship and it is demonstrated that the hedging relationship will be highly effective over the life of the hedging instrument. At year‑end, hedging instruments corresponding to these criteria are recognized in the balance sheet at fair value. The ineffective portion of changes in fair value of these hedging instruments is recorded in profit or loss and the effective portion in equity. In 2022, revenue was restated to take into account the impact of these hedges.
— Interest rate hedges
A swap to hedge interest‑rate risks in connection with the Solférino loan subject to interest based on the 1‑month Euribor was arranged in 2021 on the basis of two‑thirds of the nominal amount and two‑thirds of the term. Because this financial instrument was not qualified as a hedge under IFRS 9, it is recognized for at fair value through profit or loss.
A swap to hedge interest‑rate risks in connection with the Lacoste loan subject to interest based on the 1‑month Euribor was arranged at the end of 2022 on the basis of the full nominal amount and term. Because this financial instrument was qualified as a hedge under IFRS 9, it is recognized at fair value through other comprehensive income (equity).
1.19 — Borrowings
On initial recognition, borrowings are measured at fair value to which are added transaction costs directly attributable to the issuance of the liability.
2 — Basis of presentation
2.1 — Presentation of the income statement
The consolidated income statement of the Group is presented by function. Under this format, expenses and income are broken down by function (cost of sales, selling expenses, administrative expenses) and not according to the nature of the origin of expenses and income.
At year‑end, borrowings are recognized at amortized cost according to the effective interest rate method.
1.20 — Other liabilities
Other financial debt and operating liabilities are measured at fair value on initial recognition. These amounts generally correspond to the amounts of the invoices in the case of short‑term payables.
1.21 — Performance share awards
IFRS 2 requires that a charge be recorded in the income statement with a corresponding increase to reserves representing the market value of restricted stock awards to employees, estimated on the grant date. This value also takes into account assumptions relating to the departure of beneficiaries and the rate of probability of achieving performance criteria to be eligible for the shares. Changes occurring after the grant date do not have an impact on this initial valuation. This expense is amortized and adjusted upon each exercise for changes in assumptions regarding the presence of the beneficiaries over the vesting period.
1.22 — Registration of trademarks
Under IAS 38, expenses incurred in connection with the registration of each trademark are not capitalized and are expensed under "research and consulting costs".
1.23 — Earnings per share
Basic earnings per share are calculated using the weighted average number of shares outstanding during the year after subtracting own shares.
Fully‑diluted earnings per share are calculated based on the average number of shares outstanding in the period, after subtracting only own shares destined to be held on a long‑term basis and adjusted for the effects of all potential diluted ordinary shares resulting from the exercise of stock options in the period.
To ensure the comparability of information, basic and diluted earnings per share of the prior year are systematically recalculated to take into account bonus share grants in the year in progress.
2.2 — Presentation of the balance sheet
The consolidated balance sheet is presented according to a breakdown between assets and liabilities defined as current or non‑current.
2.3 — Segment information
Segment information presented in this report is based on the segments used by management to monitor Group operations.
2.3.1 — Business lines
The company's main activity is "Perfumes". Because the financial performance indicators of each brand making up this business are similar, the Group's income statement and balance sheet in consequence represents the "Perfumes" business as a whole.
The company also manages a "Fashion" business of small size and representing the operations generated by the fashion component of the Rochas brand. However because the "Fashion" business accounts for less than 0.1% of revenue, it is not presented separately in the income statement.
Significant balance sheet items relating to the "fashion" business are presented in note 5.1.
2.3.2 — Geographical segments
The Group has a significant international dimension and analyses sales by geographic segment.
All assets necessary for the company's activity are located in France.
3 — Notes to the balance sheet
3.1 — Trademarks and other intangible assets
3.1.1 — Nature of intangible assets
| € thousands | 2021 | + | – | 2022 |
|---|---|---|---|---|
| Gross value | ||||
| Indefinite useful life intangible assets | ||||
| Lanvin trademark | 36,323 | - | - | 36,323 |
| Rochas Fragrances trademark | 86,739 | - | - | 86,739 |
| Rochas Fashion trademark | 19,086 | - | - | 19,086 |
| Finite useful life intangible assets | ||||
| S.T. Dupont upfront license fee Dupont | 1,219 | - | - | 1,219 |
| Van Cleef & Arpels upfront license fee | 18,250 | - | - | 18,250 |
| Montblanc upfront license fee | 1,000 | - | - | 1,000 |
| Boucheron upfront license fee | 15,000 | - | - | 15,000 |
| Karl Lagerfeld upfront license fee | 12,877 | - | - | 12,877 |
| Lacoste upfront license fee | - | 90,000 | - | 90,000 |
| Other intangible assets | ||||
| Rights on molds for bottles and related items | 15,591 | 1,043 | - | 16,634 |
| Registration of trademarks | 570 | - | - | 570 |
| Other | 3,999 | 396 | (258) | 4,137 |
| Total gross amount | 210,654 | 91,439 | (258) | 301,835 |
| Amortization and impairment | ||||
| Indefinite useful life intangible assets | ||||
| Rochas Fashion trademark | (1,986) | (6,491) | - | (8,477) |
| Finite useful life intangible assets | ||||
| S.T. Dupont upfront license fee Dupont | (1,219) | - | - | (1,219) |
| Van Cleef & Arpels upfront license fee | (18,250) | - | - | (18,250) |
| Montblanc upfront license fee | (948) | (52) | - | (1,000) |
| Boucheron upfront license fee | (11,000) | (1,000) | - | (12,000) |
| Karl Lagerfeld upfront license fee | (10,970) | (634) | - | (11,604) |
| Other intangible assets | ||||
| Rights on molds for bottles and related items | (12,879) | (1,110) | - | (13,989) |
| Registration of trademarks | (500) | - | - | (500) |
| Other | (3,125) | (328) | 252 | (3,201) |
| Total amortization and impairment | (60,877) | (9,615) | 252 | (70,240) |
| Net total | 149,777 | 81,824 | (6) | 231,595 |
Own brands
— Lanvin trademark
As the Group acquired ownership for the Lanvin trademark and brand name for class 3 products (perfumes) in July 2007, no amortization was recognized in its balance sheet.
— Rochas trademark
As the Group acquired ownership for the Rochas trademark and brand name for products of class 3 (perfumes) and class 25 (fashion) in May 2015, no amortization was recognized in its balance sheet.
Licensed brands
— S.T. Dupont upfront license fee
The total upfront license fee of €1.2 million has been fully amortized since June 30, 2011.
— Van Cleef & Arpels upfront license fee
An upfront license fee of €18 million paid on January 1, 2007 has been fully amortized since December 31, 2018.
An amendment agreement extending the partnership between Van Cleef & Arpels and Interparfums was signed in May 2018 for six additional years. This amendment does not provide for an additional upfront license fee.
— Montblanc upfront license fee
The upfront license fee of €1 million paid on June 30, 2010 is amortized over the 15.5 year term of the Montblanc license agreement.
— Boucheron upfront license fee
The upfront license fee of €15 million paid on December 17, 2010 is amortized over the 15 year term of the Boucheron license agreement.
— Karl Lagerfeld upfront license fee
The upfront license fee of €13 million was recognized in 2012 and is amortized over the term of the Lagerfeld license agreement or 20 years starting from January 1, 2012.
The upfront license fee includes the difference between the nominal value and the present value of the advance on royalties for €3.3million (See note 3.4.2. Other non‑financial assets).
This upfront license fee was amortized in the amount of €5.2 million.
— Lacoste upfront license fee
A €90 million upfront license fee was recognized at the end of 2022 which included €50 million paid in December of that year and €40 million payable in December 2023. This amount will be amortized over the life of the license, i.e. 15 years as from January 1, 2024.
— Rights on molds for bottles and related items
Rights on molds for bottles and related items are amortized over 5 years. Related design costs are amortized over 3 years.
3.1.2 — Impairment tests
Impairment tests are carried out at the level of individual brands at least once a year and more frequently when evidence of impairment exists.
For all discounts, the weighted average cost of capital (WACC) of 7.60% is applied.
After considering physical and transitional climate‑related risks that could impact cash flows, the Group has not identified any significant risks over the next five years. The Group has a resilient business model that allows it to adjust variable costs to preserve the net margin should production cost increase or sales decline.
— Own brands
A valuation was performed of the Lanvin and Rochas Perfumes brands on December 31, 2022 by discounting future cash flows to infinity.
No impairment was recorded in the period for the Lanvin brand.
With respect to Rochas Fashion, an evaluation of the value of the brand was performed in December 2022 by an independent outside expert appraiser. On that basis, an additional impairment charge of €6.5million was recognized, reducing the brand's net value at December 31, 2022 to €10.6 million.
— Upfront license fees
All upfront license fees were measured on December 31, 2022 using the discounted cash flow method over the term of the licenses.
— Analysis of sensitivity
With regard to impairment testing of the Group's directly owned fragrance brands, the Group performed a sensitivity analysis based on assumptions for the discount rate, the net operating margin at completion, and for the perpetuity growth rate by applying a 100 bp increase to the discount rate, a 500 bp decrease to the net margin at completion and a 100 bp decrease to the perpetuity growth rate. Based on this analysis, no impairment risks were identified for the year 2022.
With regard to Rochas Fashion, a 100 bp increase in the discount rate would result in an additional impairment of €1.3 million and a 100 bp decrease in the recognition of a lower impairment charge of €1.7 million.
For licensed brands, the net carrying values are low. Sensitivity tests have nonetheless been performed and they did not call into question the carrying value recognized at the end of 2022.
3.2 — Property, plant and equipment
| € thousands | 2021 | + | – | Reclassification | 2022 |
|---|---|---|---|---|---|
| Fixtures, improvements, fittings | 4,596 | 1,710 | (2,991) | 2,492 | 5,807 |
| Office and computer equipment | |||||
| and furniture | 2,495 | 1,404 | (742) | 619 | 3,776 |
| Molds for bottles and caps | 18,433 | 4,464 | - | (3,214) | 19,683 |
| Building (land and construction) | 120,193 | 18,695 | - | (1) | 138,887 |
| Other | 549 | 132 | (8) | 104 | 777 |
| Total gross amount | 146,266 | 26,405 | (3,741) | - | 168,930 |
| Amortization and impairment | (18,597) | (5,756) | 3,592 | - | (20,761) |
| Net total | 127,669 | 20,649 | (149) | - | 148,169 |
3.3 — Right‑of use assets
The main lease agreements identified which are required to be recognized in the balance sheet under assets in application of IFRS 16 are the premises of the New York and Singapore offices and the Rouen warehousing facility.
"Right‑of use assets" also includes components relating to vehicle leases.
At December 31, 2022, "right‑of use assets" broke down as follows:
| € thousands | 2021 | + | – | 2022 |
|---|---|---|---|---|
| Gross value | ||||
| Property leases | 24,702 | 389 | (5,418) | 19,673 |
| Vehicle leases | 479 | 115 | (191) | 403 |
| Total gross amount | 25,181 | 504 | (5,609) | 20,076 |
| Amortization | ||||
| Property leases | (9,667) | (3,308) | 5,417 | (7,558) |
| Vehicle leases | (271) | (124) | 191 | (204) |
| Total amortization | (9,938) | (3,432) | 5,608 | (7,762) |
| Net total | 15,243 | (2,928) | (1) | 12,314 |
The €5.4 million decrease in right‑of‑use assets resulted from the early termination of the leases for the Group's former headquarters prior to moving to the new headquarters complex acquired on rue de Solférino in Paris in March 2022.
3.4 — Long‑term investments and other non‑current financial assets
3.4.1 — Long‑term investments
Long‑term investments consist primarily of deposit guarantees on property.
3.4.2 — Other non‑current financial assets
3.4.2.1 — Advances on royalties
The signature of the Karl Lagerfeld license agreement resulted in an advance on royalty payments to be charged against future royalties of €9.6 million. This advance was discounted over the license agreement term and reduced accordingly to €1.6 million at December 31, 2022.
The corresponding offset is recognized by increasing the amortization of upfront license fees.
3.4.2.2 — Interest rate swaps
In April 2021, to finance the acquisition of its future headquarters, for an amount of €120 million, the company obtained a 10‑year €120 million loan.
The variable‑rate loan has been hedged by a fixed‑rate pay swap for two thirds of its nominal amount and two third of its term.
At December 31, 2022, the valuation of the swap showed an asset position of €6,237,000.
In December 2022, to finance the acquisition of the Lacoste license agreement, for an amount of €90million, the company obtained a 4‑year €50 million loan.
The full amount and term of the variable‑rate loan were hedged by a fixed‑rate pay swap.
At December 31, 2022, the valuation of the swap showed an asset position of €98,000.
3.5 — Equity‑accounted investments
At June 30, 2020, Interparfums acquired 25% of the capital of Divabox, specialized in e‑commerce for beauty products.
Divabox is consolidated by the Group according to the equity method because it exercises significant influence but not control.
In accordance with IAS 28, the reconciliation of financial information with the carrying value of the Group's interest in this joint venture breaks down as follows:
€ thousands
| Divabox's shareholders equity at June 30, 2020 | 19,231 |
|---|---|
| Group ownership interest (%) in Divabox | 25% |
| Share in net equity | 4,808 |
| Goodwill | 7,692 |
| Carrying value of the Group's ownership interest in the joint‑venture at June 30, 2020 | 12,500 |
| Share of prior period earnings | 221 |
| Dividend distribution | (250) |
| Share of earnings of the period | (47) |
| Equity‑accounted investments at December 31, 2022 | 12,424 |
The amount of goodwill was definitively set at December 31, 2020
3.6 — Inventory and work‑in‑progress
| € thousands | 2021 | 2022 |
|---|---|---|
| Raw materials and components | 60,192 | 89,163 |
| Finished goods | 47,871 | 71,233 |
| Total gross amount | 108,063 | 160,396 |
| Allowances for raw materials | (1,928) | (5,060) |
| Impairment of finished goods | (3,999) | (1,870) |
| Accumulated provisions for impairment | (5,927) | (6,930) |
| Net total | 102,136 | 153,466 |
3.7 — Trade receivables and related accounts
| € thousands | 2021 | 2022 |
|---|---|---|
| Total gross amount | 127,607 | 140,883 |
| Impairment | (2,177) | (1,981) |
| Net total | 125,430 | 138,902 |
The aged trial balance for trade receivables breaks down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Not due | 102,816 | 99,497 |
| 0‑90 days | 22,980 | 39,467 |
| 91‑180 days | 1,348 | 1,314 |
| 181‑360 days | 354 | 586 |
| More than 360 days | 109 | 19 |
| Total gross amount | 127,607 | 140,883 |
3.8 — Other receivables
| € thousands | 2021 | 2022 |
|---|---|---|
| Prepaid expenses | 1,204 | 2,924 |
| Value‑added tax | 2,823 | 21,885 |
| Hedging instruments | 1,750 | 1,116 |
| Advances and down payments | 7,900 | 3,638 |
| Other | 603 | |
| Total | 14,280 | 29,563 |
"Advances and down payments" include amounts held in escrow relating to the acquisition of the company's headquarters building and distributed in installments as the work progresses.
The increase in VAT item reflected mainly the recognition of €18 million in deductible VAT linked to the €90 million (excl. tax) upfront license fee for the Lacoste license agreement signed in December 2022.
3.9 — Current financial assets, cash and cash equivalents
| € thousands | 2021 | 2022 |
|---|---|---|
| Current financial assets | 100,976 | 99,013 |
| Cash and cash equivalents | 156,708 | 136,747 |
| Current financial assets, cash and cash equivalents | 257,684 | 235,760 |
3.9.1 — Current financial assets
Current financial assets break down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Capital redemption contracts | 78,897 | 79,644 |
| Shares | 21,637 | 18,621 |
| Other current financial assets | 442 | 748 |
| Current financial assets | 100,976 | 99,013 |
Because capital redemption contracts were analyzed as instruments designed as medium or long term investment vehicles, they are classified as current financial assets. However, it is noted that these contracts are liquid and readily convertible into cash by the company at any moment.
The shares represent investments in companies in the luxury sector.
3.9.2 — Cash and cash equivalents
Cash in banks and cash equivalents having maturities of less than three months break down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Term deposit accounts | 60,305 | 43,403 |
| Interest‑bearing bank accounts | 10,278 | 24,432 |
| Other bank account balances | 86,125 | 68,912 |
| Cash and cash equivalents | 156,708 | 136,747 |
Term accounts of more than three months, previously reported under "current financial assets", have been analyzed as investments readily available within a few days, with no exit penalties, regardless of their original maturity. For that reason, they are now presented under "Cash and cash equivalents" for the current year and the year presented for the purpose of comparison.
3.10 — Shareholders' equity
3.10.1 — Share capital
As of December31, 2022, Interparfums' capital was comprised of 62,905,973 shares fully paid‑up with a par value of €3, 72.48% held by Interparfums Holding.
Capital increases in 2022 are the result of the bonus share issue of June 20, 2022 in the amount of 5,718,724 shares on the basis of one new share for every ten shares held.
3.10.2 — Performance share awards
— Plan 2018
With regard to the plan set up on December 31, 2018, the maximum number of shares to be awarded on inception was 133,000 shares for senior executives and managers and 26,000 shares for all other employees.
Shares purchased by the company on the market will be vested by their beneficiaries on June 30, 2022 after a vesting period of three and a half years and without a holding period.
Actual transmission of the securities was contingent on the presence of the employee on June 30, 2022, regardless of the status of the beneficiary and/or criteria of performance relating to consolidated revenue for the year 2021 for 50% of the restricted stock units awarded, and 2021 consolidated operating profit for the other 50% awarded to senior executive and manager beneficiaries.
This remittance concerned 211,955 shares with a value of €6.7 million.
At December 31, 2022, the cumulative expense since the beginning of the plan was €4,372,000.
— Plan 2022
A new plan for the award of performance shares to employees was set up on March 16, 2022. This plan covers a total of 88,400 shares.
Shares, purchased by the company on the market, will be fully vested by their beneficiaries at the end of a vesting period of three years and three months, i.e. on June 16, 2025, and without a holding period.
Actual transmission of the securities is contingent on the presence of the employee on June 16, 2025 and on the achievement of performance criteria relating to consolidated revenue for the year 2024 for 50% of restricted stock units awarded, and consolidated operating profit for the other 50%;
To ensure the availability of shares for remittance to employees on maturity, the company purchased 63,281 shares on the market on December 31, 2022 for a total amount of €2.8 million. These shares are presented as a deduction from shareholders' equity.
As of December 31, 2022, and taking into account the distribution of restricted stock units on the basis of one new share for every 10 shares held on June 20, 2022, the estimated number of shares to be delivered amounts to 85,062 shares.
In accordance with IFRS 2, the Interparfums SA share price used to estimate the value in the consolidated financial statements is that of the last trading session preceding the implementation of the plan or €53.80. The fair value applied on the award date is €49.89 after taking into account future dividends. The total expense to be spread over the duration of the plan (3.25 years) amounts to 3.9 million.
At December 31, 2022, the cumulative expense since the beginning of the plan was €940,000.
3.10.3 — Own shares
3.10.3.1 — Own shares held under the liquidity agreement
Within the framework of the share repurchase program authorized by the General Meeting of April 29, 2022, 42,387 Interparfums shares with a nominal value of €3 per share were held by the company as of December 31, 2022 or 0.07% of the share capital.
Changes in the period break down as follows:
| € thousands | Av. exch. rate | Number of shares |
Book Value |
|---|---|---|---|
| At December 31, 2021 | 53.18 | 28,260 | 1,503 |
| Acquisition | 47.99 | 401,427 | 19,263 |
| Bonus issue of June 20, 2022 | - | 3,179 | |
| Sales | 47.53 | (390,479) | (18,560) |
| Impairment | - | - | |
| At December 31, 2022 | 52.04 | 42,387 | 2,206 |
Management of the share buyback program is assured by an investment services provider within the framework of a liquidity agreement in compliance with the conduct of business rules of the French association of financial market professionals (AMAFI).
Purchases of shares under this program are subject to the following conditions:
- the maximum purchase price is €125 per share, excluding execution costs;
- the total number of shares acquired may not exceed 2.5% of the company's capital stock.
3.10.3.2 — Own shares held in connection with bonus share plans
The Group purchases its own shares to be used for bonus share plans destined for its employees. Transactions in own shares in fiscal year 2022 were as follows:
| 12/31/2021 | Purchases | Disposals | 12/31/2022 | |
|---|---|---|---|---|
| Number of shares held | 159,260 | 115,976 | (211,955) | 63,281 |
| Value in € thousands | 5,177 | 4,401 | (6,744) | 2,834 |
3.10.4 — Non‑controlling interests
Non‑controlling interests concern the percentage not held in the European subsidiary, Parfums Rochas Spain SL (49%). that break down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Reserves attributable to non‑controlling interests | 1,335 | 1,529 |
| Earnings attributable to non‑controlling interests | 585 | 654 |
| Non‑controlling interests | 1,920 | 2,183 |
Non‑controlling shareholders have an irrevocable obligation and the ability to offset losses by an additional investment.
3.10.5 — Information on equity
In compliance with the provisions of article L.225‑123 of the French Commercial Code, the shareholders' Meeting of September 29, 1995 decided to create shares carrying a double voting right. These shares must be fully paid up and recorded in the company's share register in registered form for at least three years.
Since 1998, Interparfums has been distinguished by a dividend policy designed to reward shareholders while at the same time associating them with the Group's expansion.
In May 2022, for fiscal 2021, the company paid a dividend of €0.94 per share representing a payout ratio of more than 75% of the previous year's earnings (€0.55 for the previous year).
Given its financial structure, the Group has the ability to secure financing for important projects from banks in the form of medium‑term loans.
In May 2021, a 10‑year €120 million loan was obtained to finance the acquisition of the company's new headquarters complex in Paris.
In December 2022, the company obtained a 4‑year €50million loan to finance the acquisition of a fragrance license agreement to operate the Lacoste brand.
The level of consolidated shareholders' equity is regularly monitored to ensure the company continues to have sufficient financial flexibility to take advantage of all potential opportunities for external growth.
3.11 — Provisions for contingencies and expenses
| € thousands | 2021 | Allowances | Actuarial gains/losses |
Provisions used the period |
Reversal of unused provisions |
2022 |
|---|---|---|---|---|---|---|
| Provisions for retirement | ||||||
| severance payments | 8,771 | 632 | (2,178) | - | - | 7,225 |
| Provision for expenses(1) | - | 197 | - | - | 197 | |
| Non‑current provisions (> 1 year) | 8,771 | 829 | (2,178) | - | - | 7,422 |
| Provision for expenses | 784 | - | - | - | (784) | |
| Lawsuit contingency provision | 4,330 | 870 | - | (5,200) | - | |
| Other provisions for | ||||||
| contingencies (< 1 year) | - | - | - | - | - | |
| Current provisions (<1 year) | 5,114 | 870 | - | (5,200) | (784) | |
| Total provisions for | ||||||
| contingencies and expenses | 13,885 | 1,699 | (2,178) | (5,200) | (784) | 7,422 |
(1) The provision for expenses concerns the social contribution payable in connection with the restricted share unit plan of 2022.
The lawsuit contingency provision relating to the early termination of a contract for one of the portfolio's minor brands was reversed after the company reached an agreement with its owners.
3.11.1 — Provisions for retirement severance payments
For the measurement of retirement severance benefits, Interparfums has adopted the procedure for voluntary severance agreements introduced by Ordinance 2017‑1387 published in the French Official Journal of September 23, 2017 and Decree 2017‑1398 published in the French Official Journal of September 26, 2017.
For 2022, the following assumptions were applied: a negotiated termination at age 65, a rate of 50% for employer payroll contributions for all employees, a 3% average rate for annual salary increases, an employee turnover rate depending on the age of employees, the TH 00‑02 mortality table for men and the TF 00‑02 mortality table for women, and a discount rate for the 10 year IBOXX corporate bond index of 3.77%.
On the basis of these assumptions, the annual expense of €632,000 recorded under current income breaks down as follows:
- service costs: €559,000;
- financial expense: €73,000.
Actuarial gains and losses in 2022 resulted in a gain of €2,178,000 recorded under reserves resulting primarily from changes in assumptions and experience adjustments.
A 0.5% increase in the discount rate would result in a €349,000 reduction in the present value of rights at December 31, 2022 versus a 0.5% decrease resulting in a €380,000 increase.
3.12 — Borrowings, financial liabilities and lease liabilities
— Borrowings and financial liabilities
Solférino office complex
In April 2021, to finance the acquisition of its future headquarters, for an amount of €120 million, the company obtained a 10‑year €120 million loan.
This loan is repayable in fixed monthly installments of €1 million each for the principal beginning in April 2021. This loan will be subject to interest equal to the 1‑month Euribor plus the applicable margin.
This debt was recognized at fair value to which were allocated the €1.1 million in transaction costs directly attributable to the acquisition, in compliance with IFRS 9.
The outstanding balance at December31, 2022 was €99million.
Lacoste
In December 2022, to finance the acquisition of the Lacoste license agreement, for an amount of €90million, the company obtained a 4‑year €50 million loan.
This loan is repayable in fixed monthly installments of €1.04 million each for the principal beginning in December 2022. This loan will be subject to interest equal to the 1‑month Euribor plus the applicable margin.
This debt was recognized at fair value to which were allocated the €150,000 in transaction costs directly attributable to the acquisition, in compliance with IFRS 9.
The outstanding balance at December31, 2022 was €49million.
— Lease liabilities
"Lease liabilities" includes liabilities representing the present value of future lease payments recognized as assets in accordance with IFRS 16. The main lease contracts included under this heading are those relating to the premises of the New York and Singapore offices and the warehousing facility in Rouen.
3.12.1 — Changes in finance costs
In accordance with IAS 7, cash flows relating to changes in borrowings and financial liabilities break down as follows:
| Non‑cash items | ||||||
|---|---|---|---|---|---|---|
| € thousands | 2021 | Cash flow | Net acquisitions |
Changes in fair value |
Amortization | 2022 |
| Headquarters office | ||||||
| complex loan(1) Lacoste license |
110,021 | (12,000) | - | - | 195 | 98,216 |
| agreement loan | - | 48,808 | - | - | 2 | 48,810 |
| Total borrowings and | ||||||
| other financial liabilities | 110,021 | 36,808 | - | - | 197 | 147,026 |
| Lease liabilities | 15,630 | - | 360 | - | (3,058) | 12,932 |
| Total financial debt | 125,651 | 36,808 | 360 | - | (2,861) | 159,958 |
(1) The fair value of the swap showing an asset position was reclassified at the beginning of the year as a "non‑current financial asset".
Two thirds of the nominal amount and two thirds of the term of the Solférino variable‑rate loan have been hedged by a fixed‑rate pay swap.
The full amount and term of the Lacoste variable‑rate loan were hedged by a fixed‑rate pay swap.
The net swap hedging position for these loans is as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Borrowings and financial liabilities | 110,021 | 147,026 |
| Interest rate swaps (asset position) | (207) | (6,335) |
| Borrowings and financial liabilities net of hedging | 109,814 | 140,691 |
3.12.2 — Borrowings, financial liabilities and lease liabilities by maturity
| € thousands | Total | Up to 1 year | 1 to 5 years | > 5 years |
|---|---|---|---|---|
| Borrowings and financial liabilities | 147,026 | 24,259 | 83,893 | 38,874 |
| Lease liabilities | 12,932 | 2,699 | 7,908 | 2,325 |
| Total at December 31, 2022 | 159,958 | 26,958 | 91,801 | 41,199 |
3.12.3 — Covenants and special provisions
There are no covenants associated with the loan to acquire the new headquarters.
No other special provision is attached to this loan.
3.13 — Deferred tax
Deferred taxes arising mainly from timing differences between financial accounting and tax accounting, deferred taxes accounted for consolidation adjustments and deferred taxes for tax losses carryforwards break down as follows:
parent company.
A leverage ratio (consolidated net debt/consolidated EBITDA) is attached to the Lacoste loan obtained by the
No other special provision is attached to this loan.
| € thousands | 2021 | Changes through reserves |
Changes through profit or loss |
2022 |
|---|---|---|---|---|
| Deferred tax assets | ||||
| Timing differences between financial and tax accounting | 3,555 | - | (596) | 2,959 |
| Currency hedges on future sales | 334 | - | (334) | |
| Right‑of‑use assets | - | - | 27 | 27 |
| Leases | 1 | - | - | 1 |
| Intra‑group inventory margin | 4,488 | - | 3,738 | 8,226 |
| Advertising and promotional costs | 716 | - | 282 | 998 |
| Provisions for retirement liabilities | 134 | (563) | 563 | 134 |
| Tax Loss carryforwards | 1141 | - | (622) | 519 |
| Total deferred tax assets before depreciation | 10,369 | (563) | 3,058 | 12,864 |
| Depreciation of deferred tax assets | (1,141) | - | 622 | (519) |
| Net deferred tax assets | 9,228 | (563) | 3,680 | 12,345 |
| Deferred tax liabilities | ||||
| Acquisition costs | (1,118) | - | (367) | (1,485) |
| Levies imposed by governments | (186) | - | (55) | (241) |
| Borrowing costs | (253) | - | 13 | (240) |
| Capitalization of costs associated with the | ||||
| headquarters building acquisition | (1,258) | - | 226 | (1,032) |
| Bonus shares | - | 131 | (131) | |
| Right‑of‑use assets | (37) | 37 | ||
| Currency hedges on future sales | - | (754) | 294 | (460) |
| Gains (losses) on own shares | - | (96) | 96 | |
| Derivatives | (12) | - | (35) | (47) |
| Swap instrument | (53) | (26) | (1,558) | (1,637) |
| Unrealized capital gains on securities | (385) | - | 354 | (31) |
| Other | - | - | (38) | (38) |
| Total deferred tax liabilities | (3,302) | (745) | (1,163) | (5,211) |
| Total net deferred tax | 5,926 | (1,308) | 2,517 | 7,134 |
3.14 — Trade payables and other current liabilities
3.14.1 — Trade payables and related accounts
| € thousands | 2021 | 2022 |
|---|---|---|
| Trade payables for components | 20,207 | 29,463 |
| Other trade payables | 71,941 | 83,772 |
| Total | 92,148 | 113,235 |
3.14.2 — Other liabilities
| € thousands | 2021 | 2022 |
|---|---|---|
| Accrued credit notes | 2,498 | 3,017 |
| Tax and employee‑related liabilities | 16,879 | 18,634 |
| Accrued royalties | 13,061 | 16,809 |
| Hedging instruments | 1,808 | 64 |
| Interparfums Holding current accounts | 1,473 | 1,538 |
| Outstanding balance of the Lacoste upfront license fee payable | - | 48,000 |
| Other liabilities | 4,397 | 12,132 |
| Total | 40,116 | 100,194 |
In accordance with the contractual terms, €50 million of the €90 million upfront fee for the Lacoste license was paid in December 2022. The remaining €40 million balance will be paid in December 2023 (€48 million in other liabilities less €8 million in deductible VAT included under other receivables).
As required by IFRS 15, it is specified that the other liabilities include contract liabilities for non‑significant amounts (less than 2% of other liabilities).
3.15 — Financial instruments
Financial instruments according to IFRS 9 classifications for measurement break down as follows:
| 2022 | |||||
|---|---|---|---|---|---|
| € thousands | Notes | Carrying value |
Fair value through profit or loss |
Fair value through equity |
Amortized cost |
| Other non‑current financial assets | |||||
| Long‑term investments | 3.4 | 3,316 | - | - | 3,316 |
| Other non‑current financial assets | 3.4 | 7,901 | 6,237 | 98 | 1,566 |
| Current financial assets | |||||
| Trade receivables and related accounts | 3.7 | 138,902 | - | - | 138,902 |
| Other receivables | 3.8 | 29,563 | - | 1,116 | 28,447 |
| Current financial assets | 3.9 | 99,013 | 99,013 | - | |
| Cash and cash equivalents | 3.9 | 136,747 | - | - | 136,747 |
| Non‑current financial liabilities | |||||
| Non‑current borrowings | 3.12 | 122,767 | - | - | 122,767 |
| Current liabilities | |||||
| Trade payables and related accounts | 3.14 | 113,235 | - | - | 113,235 |
| Current borrowings | 3.12 | 24,259 | - | - | 24,259 |
| Other liabilities | 3.14 | 100,194 | 64 | - | 100,130 |
| 2021 | |||||
|---|---|---|---|---|---|
| € thousands | Notes | Carrying value |
Fair value through profit or loss |
Fair value through equity |
Amortized cost |
| Other non‑current financial assets | |||||
| Long‑term investments | 3.4 | 4,047 | - | - | 4,047 |
| Other non‑current financial assets | 3.4 | 2,273 | 207 | - | 2,066 |
| Current financial assets | |||||
| Trade receivables and related accounts | 3.7 | 125,430 | - | - | 125,430 |
| Other receivables | 3.8 | 14,280 | - | - | 14,280 |
| Current financial assets | 3.9 | 100,976 | 100,976 | - | |
| Cash and cash equivalents | 3.9 | 156,708 | - | - | 156,708 |
| Non‑current financial liabilities | |||||
| Non‑current borrowings | 3.12 | 98,218 | - | - | 98,218 |
| Current liabilities | |||||
| Trade payables and related accounts | 3.14 | 92,148 | - | - | 92,148 |
| Current borrowings | 3.12 | 11,803 | - | - | 11,803 |
| Other liabilities | 3.14 | 40,116 | 57 | 1,750 | 38,309 |
In accordance with IFRS 13, financial assets and liabilities are measured at fair value based on level 2 inputs, except for the fair value of listed shares, presented under "current financial assets" and measured by income based on listed market‑based prices (level 1). The carrying value of other items presented above offers a satisfactory approximation of their fair value.
3.16 — Risk management
The primary risks related to the Group's business and organization concern interest rate and foreign currencies exchange rate exposures that are hedged using derivative financial instruments. The potential impacts of other risks on the company's financials are not material.
3.16.1 — Interest rate risks
The Group's interest rate exposure is related principally to debt. The objective of the Group's policy is to ensure a stable level of financial expense through the use of hedges in the form of interest rate swaps (fixed rate swaps). The Group considers that these transactions are not speculative in nature and are necessary to effectively manage its interest rate exposure.
3.16.2 — Liquidity risks
The net position of financial assets and liabilities by maturity is as follows:
| Up to 1 year | 1 to 5 years | > 5 years | Total |
|---|---|---|---|
| 1,566 | |||
| 99,013 | |||
| 136,747 | |||
| 224,730 | 11,848 | 748 | 237,326 |
| (147,026) | |||
| (24,259) | (83,893) | (38,874) | (147,026) |
| 200,471 | (72,045) | (38,126) | 90,300 |
| 6,335 | |||
| 202,348 | (67,783) | (37,930) | 96,635 |
| 500 87,483 136,747 (24,259) 1,877 |
1,066 10,782 - (83,893) 4,262 |
- 748 - (38,874) 196 |
3.16.3 — Foreign currencies exchange risks
Because a significant portion of Group sales is in foreign currencies, it incurs a risk from exchange rate fluctuations, primarily from the US dollar (52.5% of sales) and to a lesser extent the Pound sterling (4.3% of sales) and the Japanese yen (0.9% of sales).
Only Interparfums SA has a significant exposure to foreign exchange risk as the Group's other subsidiaries operate in their local currency.
Interparfums SA's net positions in the main foreign currencies are as follows:
| GBP | JPY |
|---|---|
| 6,425 | 549 |
| (517) | |
| 5,908 | 549 |
| - | |
| 5,908 | 549 |
— Foreign exchange risk management policy
Interparfums SA's exchange rate risk management policy seeks to cover budget exposures considered highly probable related to monetary flows resulting from US dollar sales, as well as trade receivables in the period in US dollars, Pound sterling and Japanese yens.
To this purpose, Interparfums SA has recourse to forward exchange sales, according to procedures that prohibit speculative trading:
- all forward currency hedging must be backed in terms of amount and maturity by an identified economic underlying asset;
- all budget exposures are identified.
At December 31, 2022, Interparfums SA had hedged 31% of its US dollar denominated receivables and 25% for US dollar‑denominated payables.
— Sensitivity to foreign exchange risk
A 10% fluctuation in the exchange rate of the US dollar and the Pound sterling in relation to the euro represents a pertinent risk factor that may reasonably occur within a given year. An immediate upswing in the exchange rate (US dollar and Pound sterling) of 10% would result in a maximum positive currency effect of €40.3 million on sales and €33.9 million on operating income. A 10% decrease of these same exchange rates would have an inverse negative effect.
3.16.4 — Counterparty risk
Financial instruments and cash deposits used by the Group to manage interest rate and foreign exchange risks are obtained from top‑tier counterparties with benchmark ratings.
The group applies a set of procedures to limit collection risk for its accounts receivable. This includes insurance
4 — Notes to the income statement
4.1 — Breakdown of consolidated sales by brand
€ thousands 2021 2022 Montblanc 142,323 183,970 Jimmy Choo 130,966 181,561 Coach 115,630 153,814 Lanvin 52,391 50,336 Rochas 35,332 37,680 Van Cleef & Arpels 18,344 22,440 Karl Lagerfeld 16,920 21,058 Kate Spade 13,635 19,264 Boucheron 15,350 17,720 Moncler 4,861 13,956 Other 15,075 4,825 Sales 560,827 706,624
4.2 — Cost of sales
| € thousands | 2021 | 2022 |
|---|---|---|
| Raw materials, trade goods and packaging | (198,508) | (280,058) |
| Changes in inventories | 16,218 | 63,389 |
| POS advertising | (1,839) | (2,655) |
| Staff costs | (6,921) | (7,376) |
| Allowances and reversals | (2,755) | (4,130) |
| Property rental expenses | 984 | (110) |
| Transportation costs | (864) | (1,371) |
| Other expenses related to the cost of sales | (1,502) | (2,033) |
| Total cost of sales | (195,187) | (234,344) |
4.3 — Selling expenses
| € thousands | 2021 | 2022 |
|---|---|---|
| Advertising | (123,423) | (158,610) |
| Royalties | (46,497) | (59,853) |
| Staff costs | (30,286) | (33,174) |
| Transportation costs | (7,764) | (13,351) |
| Allowances and reversals | (8,800) | (9,548) |
| Service fees/subsidiaries | (7,945) | (8,237) |
| Subcontracting | (6,394) | (7,585) |
| Travel and entertainment expenses | (3,204) | (5,957) |
| Tax and tax related expenses | (3,739) | (3,677) |
| Commissions | (1,185) | (1,722) |
| Property rental expenses | 1,467 | (115) |
| Other selling expenses | (5,417) | (4,006) |
| Total selling expenses | (243,187) | (305,835) |
coverage from Euler Hermes and Coface on a significant portion of export receivables. Credit limits are set on a client‑by‑client basis based on their financial standing. With respect to sales in Russia and Belarus, the Group complies with the restrictions imposed by the European Union and has implemented a specific prepayment billing policy for these two countries that renders collection risks on trade receivables negligible.
4.4 — Administrative expenses
| € thousands | 2021 | 2022 |
|---|---|---|
| Administrative fees | (4,657) | (5,320) |
| Other purchases and external expenses | (1,947) | (2,594) |
| Staff costs | (11,375) | (13,178) |
| Property rental expenses | (432) | (459) |
| Allowances and reversals | (1,804) | (4,382) |
| Travel expenses | (302) | (504) |
| Other administrative expenses | (1,059) | (1,696) |
| Total administrative expenses | (21,576) | (28,133) |
4.5 — Other operating expenses
Other operating expenses relate to the impairment loss recognized on the Rochas Fashion brand (See note 3.1.2).
4.6 — Net financial income/(expense)
| € thousands | 2021 | 2022 |
|---|---|---|
| Financial income | 792 | 2,093 |
| Interest and similar expenses | (2,266) | (2,739) |
| Interest expense on lease liabilities | (228) | (123) |
| Net finance costs | (1,702) | (769) |
| Currency losses | (3,237) | (23,666) |
| Currency gains | 5,662 | 22,886 |
| Net currency gains (losses) | 2,425 | (780) |
| Financial income on interest rate swaps | 207 | 6,030 |
| Charges to/(reversals) of financial provisions | 1,490 | (3,017) |
| Net financial income/(expense) | 2,420 | 1,464 |
Financial income rose sharply in response to the overall increase in interest rates on significant cash balances.
and an unrealized foreign exchange loss of €4.3 million for the year 2022.
The foreign exchange result was mainly impacted by the significant increase in the value of the US dollar against the euro during the period This included recognition of a realized foreign exchange gain in the amount of €3.5 million Charges to/(reversals) of financial provisions reflect changes in fair value of listed shares of companies in the luxury goods sector.
4.7 — Income tax
4.7.1 — Analysis of income taxes
| € thousands | 2021 | 2022 |
|---|---|---|
| Current income tax – France | (17,216) | (25,265) |
| Current income tax – Foreign operations | (10,031) | (10,310) |
| Total current income tax | (27,247) | (35,575) |
| Non‑current income tax | (2,064) | |
| Deferred tax- France | (214) | 2,264 |
| Deferred tax- Foreign operations | (151) | 250 |
| Total deferred taxes | (365) | 2,514 |
| Total income taxes | (29,676) | (33,061) |
Non‑current taxes in 2021 related to the adjustment by tax authorities of transactions with the Swiss subsidiary Interparfums. During the 2021 first half, pursuant to discussions with the tax authorities on the subject of transfer pricing with Interparfums Suisse, the company recognized an additional tax charge of €2.1 million over the period, paid in the 2021 4th quarter.
4.7.2 — Reconciliation of the effective tax expense and theoretical tax expense
The difference between the effective tax recorded and the theoretical tax expense calculated by applying the tax rate of 25.83% and 28.41% applicable in France for fiscal 2022 and 2021 respectively to pre‑tax income reflects the following.
| 2021 | 2022 |
|---|---|
| 101,311 | 133,286 |
| (34,428) | |
| 1,062 | |
| 337 | |
| (32) | |
| (29,676) | (33,061) |
| (28,782) 965 (864) (2,064) 1,069 |
4.8 — Earnings per share
| € thousands except number of shares and earnings per share in euros | 2021 | 2022 |
|---|---|---|
| Consolidated net income | 71,095 | 99,523 |
| Average number of shares | 57,503,425 | 60,066,833 |
| Basic earnings per share(1) | 1.24 | 1.66 |
| Dilutive effect of stock options: | ||
| Potential additional number of fully diluted shares | - | |
| Potential fully diluted average number of shares outstanding | 57,503,425 | 60,066,833 |
| Diluted earnings per share(1) | 1.24 | 1.66 |
(1) Adjusted for bonus shares granted in 2021 and 2022.
5 — Segment reporting
5.1 — Business lines
The company operates in two distinct segments, "Perfumes" and "Fashion", with the latter activity generated by Rochas' fashion business.
However, because the "Fashion" business represents less than 0.1% of Group sales, a separate presentation is not provided for income statement aggregates.
Gross intangible assets relating to the Rochas trademark include €86,739,000 for fragrances and €19,086,000 for fashion or a gross amount totaling €105,825,000.
Segment assets consist of operating assets used primarily in France.
5.2 — Geographical segments
Sales by geographical sector break down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Africa | 4,917 | 5,012 |
| North America | 224,832 | 286,395 |
| South America | 42,157 | 51,375 |
| Asia | 78,136 | 98,607 |
| Eastern Europe | 47,780 | 54,174 |
| Western Europe | 90,947 | 116,659 |
| France | 35,655 | 39,361 |
| Middle East | 36,403 | 55,041 |
| Sales | 560,827 | 706,624 |
6 — Other information
6.1 — Off‑balance sheet commitments
The following presentation of off‑balance sheet commitments is based on AMF recommendation No. 2010‑14 of December 6, 2010.
6.1.1 — Off‑balance sheet commitments in connection with the company's operating activities
| € thousands | Main characteristics | 2021 | 2022 |
|---|---|---|---|
| Guaranteed minima on trademark royalties |
Guaranteed minima on royalties regardless of sales achieved for each of the trademarks in the period. |
120,285 | 259,029 |
| Guaranteed minima for warehousing and logistics |
Contractual minima for remuneration of warehouses to be paid regardless of sales volume for the period. |
- | 25,523 |
| Firm component orders Inventories of components on stock with suppliers that the company undertakes to purchase as required for releases and which the company does not own. |
10,391 | 11,096 | |
| Total commitments given in connection with operating activities | 130,676 | 295,648 |
The guaranteed minimum amount for brand royalties is estimated on the basis of sales up to December 31, 2022 without taking into account future forecasts.
6.1.2 — Off‑balance sheet commitments given and received in connection with the company's financing activities
Commitments with respect to forward currency sales covering foreign currency receivables at December 31, 2022 amounted to US\$15 million Commitments received with respect to forward currency purchases for US dollar hedges at December 31, 2022 amounted to €13,940,000.
Commitments with respect to forward currency sales at December 31, 2022 budgeted for the first quarter of 2023 amounted to US\$22,500,000. Commitments with respect to forward currency purchases at December 31, 2022 budgeted for the first quarter of 2023 amounted to €22,013,000 for US dollar hedges.
The commitment on forward purchases covering foreign currency receivables in the balance sheet at December 31, 2022 amounted to US\$1 million. Commitments received with respect to forward currency sales for US dollar hedges at December 31, 2022 amounted to €946,000.
6.1.3 — Commitments given by maturity at December 31, 2022
| € thousands | Total | Up to 1 year | 1 to 5 years | 5 years or more |
|---|---|---|---|---|
| Guaranteed minima on trademark royalties | 259,029 | 38,026 | 102,877 | 118,126 |
| Guaranteed minima for warehousing and logistics | 25,523 | 15,236 | 10,287 | |
| Firm component orders | 11,096 | 11,096 | - | |
| Total commitments given | 295,648 | 64,358 | 113,164 | 118,126 |
6.2 — License agreements
| Nature of license |
License inception date |
Duration | Expiration date |
|
|---|---|---|---|---|
| S.T. Dupont | Inception | July 1997 | 11 years | |
| Renewal | January 2006 | 5 years and 6 months | ||
| Renewal | January 2011 | 6 years | ||
| Renewal | January 2017 | 3 years | ||
| Renewal | January 2020 | 3 years | ||
| Renewal | January 2023 | 1 year | December 2023 | |
| Paul Smith | Inception | January 1999 | 12 years | |
| Renewal | July 2008 | 7 years | ||
| Renewal | July 2017 | 4 years | December 2021 | |
| Van Cleef & Arpels | Inception | January 2007 | 12 years | |
| Renewal | January 2019 | 6 years | December 2024 | |
| Jimmy Choo | Inception | January 2010 | 12 years | |
| Renewal | January 2018 | 13 years | December 2031 | |
| Montblanc | Inception | July 2010 | 10 years and 6 months | |
| Renewal | January 2016 | 5 years | December 2025 | |
| Boucheron | Inception | January 2011 | 15 years | December 2025 |
| Repetto | Inception | January 2012 | 13 years | September 28, |
| 2022, in advance | ||||
| Karl Lagerfeld | Inception | November 2012 | 20 years | October 2032 |
| Coach | Inception | June 2016 | 10 years | June 2026 |
| Kate Spade | Inception | January 2020 | 10 years and 6 months | June 2030 |
| Moncler | Inception | January 2021 | 6 years | December 2026 |
| Lacoste | Inception | January 2024 | 15 years | December 2038 |
In July 2022, Interparfums and S.T. Dupont extended their worldwide exclusive fragrance license agreement for a one‑year period until December 31, 2023.
Interparfums and Repetto decided, by mutual agreement, to terminate the perfume license agreement signed on December 2, 2011, effective September 29, 2022. Under the terms of this agreement, the company retained the right to sell the products in inventory until midnight on September 28, 2022.
In December 2022, Lacoste and Interparfums signed a worldwide exclusive 15‑year fragrance license agreement effective January 1, 2024.
Under this agreement, including an entrance fee of €90million, Interparfums will be responsible for the creation, development, production and marketing of all perfume and cosmetics lines under the Lacoste brand, in selective distribution as well as in the Lacoste boutique network.
The launch of the first new perfume line is scheduled for 2024.
6.3 — Own brands
— Lanvin
At the end of July 2007, Interparfums acquired the Lanvin brand names and international trademarks for fragrance and make‑up products from the Jeanne Lanvin company.
Interparfums and Lanvin concluded a technical and creative assistance agreement in view of developing new perfumes effective until June 30, 2019 and based on net sales. The Jeanne Lanvin company had a buy back option for the brands exercisable on July 1, 2025.
In September 2021, an agreement was signed to postpone this buyback option to July 1, 2027.
— Rochas
At the end of May 2015, Interparfums acquired the Rochas brand (perfumes and fashion) from Procter & Gamble.
This transaction covered all Rochas brand names and registered trademarks (Femme, Madame, Eau de Rochas…) mainly for class 3 (fragrances) and class 25 (fashion).
6.4 — Employee‑related data
6.4.1 — Workforce by department
| Number of employees at | 12/31/2021 | 12/31/2022 |
|---|---|---|
| Executive Management | 5 | 5 |
| Production & Operations | 49 | 58 |
| Marketing | 65 | 70 |
| Export | 76 | 77 |
| French Distribution | 40 | 39 |
| Finance & Corporate Affairs | 60 | 66 |
| Rochas fashion | 3 | 2 |
| Total | 298 | 317 |
6.4.2 — Headcount by region
| Number of employees at | 12/31/2021 | 12/31/2022 | |
|---|---|---|---|
| France | 214 | 228 | |
| North America | 65 | 70 | |
| Asia | 19 | 19 | |
| Total | 298 | 317 |
6.4.3 — Staff costs
| € thousands | 2021 | 2022 |
|---|---|---|
| Staff costs | 31,022 | 34,461 |
| Social security charges | 14,192 | 15,129 |
| Profit‑sharing | 4,680 | 4,700 |
| Performance share awards | 1,433 | 2,783 |
| Total wages and benefits | 51,327 | 57,073 |
In addition €801,000 in supplemental retirement benefits for Executive Management were paid in 2022.
6.5 — Information on related parties
No new agreements were entered into in the period, involving a significant amount or that were not in accordance with normal market conditions, between the parent company and its subsidiaries.
6.5.1 — Management Committee members
The members of the Management Committee exercise responsibilities in the areas of strategy, the management and oversight. They have employment contracts and receive compensation as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Wages and social charges | 6,870 | 7,577 |
| Share based payment expenses | 311 | 625 |
Total gross compensation for the three corporate officers breaks down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Gross wages | 2,074 | 2,286 |
| Benefits in‑kind | 22 | 22 |
| Supplemental retirement contribution | 45 | 45 |
| 2,141 | 2,353 |
Mr. Philippe Benacin, co‑founder of InterparfumsSA, is also a majority shareholder of the parent company InterparfumsInc.
6.5.2 — Board of Directors
The members of the Board of Directors exercise responsibilities in the areas of strategy, management consulting, acquisitions and oversight. Only outside Directors receive compensation which breaks down as follows:
| € thousands | 2021 | 2022 |
|---|---|---|
| Compensation received by Directors(1) | 176 | 185 |
(1) Calculated on the basis of actual Board meeting attendance.
6.5.3 — Relations with the parent company
The accounts of InterparfumsSA and its subsidiaries, through Interparfums Holding, are fully consolidated into the accounts of Interparfums Inc., whose registered office is located at 551 Fifth Avenue, New York, NY 10176, United-States. No material transaction exists between Interparfums SA and Interparfums Inc. or Interparfums Holding.
6.6 — Statutory Auditors' fees
Total auditors' fees expensed in the income statement relating to their engagement as Statutory Auditors break down as follows:
| Mazars SFECO & Fiducia Audit |
||||||||
|---|---|---|---|---|---|---|---|---|
| € thousands | 2021 | % | 2022 | % | 2021 | % | 2022 | % |
| Statutory auditing, certification of accounts, review of separate and consolidated accounts For the issuer For fully consolidated subsidiaries |
334 116 |
73% 25% |
371 258 |
59% 41% |
102 - |
97% - % |
103 - |
100% - % |
| Services other than for the certification of accounts For the issuer For fully consolidated subsidiaries Total |
3 2 455 |
1% - % 100% |
5 - 634 |
1% - % 100% |
3 - 105 |
3% - % 100% |
- - 103 |
- % - % 100% |
Services other than account certification relate to statements certificates issued at the request of the company for bank covenants and sales for our licensors and suppliers.
In accordance with applicable regulations, these assignments were approved by the Audit Committee.
6.7 — Post‑closing events
On February 23, 2023, Montblanc and Interparfums signed in advance a five-year extension of the exclusive worldwide fragrance license agreement, until December 31, 2030, without any major changes to the operating conditions.
2022 Universal Registration Document Interparfums •
4 Corporate governance
| 1 — | Corporate governance (articles L.225‑37‑4, L.22‑10‑8 to L.22‑10‑12 of the French Commercial Code) |
123 |
|---|---|---|
| 2 — | Compensation of Directors and officers | 135 |
| 3 — | Information that could be relevant in the event of a public offer (article L.225‑10‑11 of the French Commercial Code) |
143 |
| 4 — | Statutory Auditors' report on stock options and restricted stock unit awards |
144 |
This report is prepared in accordance with the provisions of article L.225‑37 of the French Commercial Code and was approved by the Board of Directors on February 28, 2023.
1 — Corporate governance (articles L.225‑37‑4, L.22‑10‑8 to L.22‑10‑12 of the French Commercial Code)
Interparfums SA is a French limited company (Société Anonyme) governed by a Board of Directors.
1.1 — Rules of governance
1.1.1 — Adoption of the Middlenext Code
Since 2010, the Company refers to the Middlenext Corporate Governance Code of December 2009, revised in September 2016 and in September 2021. This code may be consulted at www.middlenext.com.
In accordance with Recommendation 22, Board members also took cognizance of the "points to be watched" set forth therein and review each year main questions that must be addressed to ensure effective governance.
With regard to Recommendation No. 8 concerning the establishment of a specialized Corporate Social Responsibility (CSR) Committee, the Company specifies that the Board has approved the principle of its creation, which should be operational by early 2024. The Company thus intends to recruit one or more members with a specialized expertise adapted to the Company's size and resources, to work with existing Directors who already possess an understanding of and training in CSR.
1.1.2 — Charter of the Board of Directors
In compliance with Middlenext Code Recommendation 9, the Board of Directors established a Charter (Rules of Procedure) defining the operating rules of the Board and the terms of a code of conduct for Directors that supplements the provisions provided for by law and the Company's bylaws.
The full text of this Charter is available at the Company's website (www.interparfums-finance.fr).
The main provisions of this Charter are as follows:
- the composition, role, organization and operating procedures of the Board of Directors;
- the rules of conduct applicable to members of the Board of Directors;
- compensation of Directors;
- the obligations relating to possession of inside information in connection with the prevention of insider misconduct and trading;
- the rules governing trading in the Company's shares in accordance with European market abuse regulations and the provisions of the French Monetary and Financial Code and the AMF General Regulation;
- the protection provided to Directors and officers: Directors and officers liability insurance (D&O insurance);
- the succession planning information for the manager and key persons.
This Board Charter is destined to regularly evolve to take into account the application of new regulations and recommendations in the area of corporate governance and respond to proposals by Directors in order to ensure the optimal effectiveness of the Board's work.
The Charter was last updated pursuant to the Board's decision, meeting on January 23, 2023.
1.2 — Organization of Executive Management and the Board of Directors
1.2.1 — Executive Management
1.2.1.1 — Procedures for exercising Executive Management – Limitations on the powers of the Chief Executive Officer
In order to effectively take into account the changing and highly competitive environment of the sector in which the Company operates, the Board decided not to separate the functions of Chairman of the Board of Directors from that of Chief Executive Officer (Directeur Général): Philippe Benacin is the Chairman-Chief Executive Officer (Président-Directeur Général) of Interparfums SA. Having an in‑depth knowledge of the Company that he cofounded with his partner, Jean Madar, CEO of the US Company, Interparfums Inc., he has a very clear vision of the future prospects of the Company. His active involvement in running Company operations was a decisive factor in the Board's choice. This option has contributed to efficient corporate governance by promoting an alignment between the strategy and operating functions that is necessary for a responsive and efficient decision‑making process.
Philippe Benacin is assisted by two Executive Vice Presidents, Philippe Santi and Frédéric Garcia-Pelayo, both appointed for the first time by the Board on June 15, 2004.
The limitations of the Chief Executive Officer's powers are set forth in the Charter.
This Charter stipulates that the following transactions are subject to the Board's prior authorization:
- any financial commitment (immediate or deferred) for an amount exceeding €10 million per transaction and having a material impact on the Company's scope of consolidation, including mainly the acquisition or disposal of assets or equity investments in companies;
- any decision, regardless of the amount involved, that could potentially materially affect the strategy of the Company or materially modify the scope of its normal activity;
- any significant transaction falling outside the scope of the stated strategy or likely to change the scope of its activities, and in particular any acquisition.
1.2.1.2 — Management Committee members
The purpose of the Management Committee, led by the Chairman and Chief Executive Officer, is to address operational issues related to the development of the Company and reflects the complementary nature of expertise present within Interparfums.
The composition of the Management Committee at December 31, 2022 was as follows:
- Philippe Benacin Chairman and Chief Executive Officer
- Stanislas Archambault Executive Director Operational & Digital Marketing
- Renaud Boisson Managing Director of Interparfums Asia Pacific
- Pierre Desaulles Managing Director of Interparfums Luxury Brands
- Frédéric Garcia-Pelayo Executive Vice President, Chief International Officer
- Natacha Finateu General Counsel and Chief Legal Officer
- Axel Marot Vice President, Supply Chain & Operations
- Delphine Pommier Executive Director Marketing Development & Communication
- Philippe Santi Executive Vice President, Chief Financial and Legal Officer
- Jérôme Thermoz Executive Director, French Distribution
- Véronique Duretz Vice President of Human Resources
The Company decided to form an expanded Management Committee, including all head office line management and support departments and the managers of subsidiaries, representing a total of 11 persons with women members representing 27%.
The Company is constantly seeking to achieve a balance in the representation of men and women on the Management Committee assuring a presence of some of the Company's older members to benefit from their expertise and experience.
1.2.2 — Composition of the Board of Directors
Interparfums is a French limited company (Société Anonyme) governed by a Board of Directors.
As of December 31, 2022, the Board of Directors had eleven members, five of whom were independent (see paragraph 1.2.7.3).
To date, the Board includes two members with the status of employee resulting from an employment contracts predating their appointment as Directors and Executive Vice President, notably Philippe Santi and Frédéric Garcia-Pelayo.
The Directors have diverse and complementary profiles reflecting their broad and diversified backgrounds. Accordingly, in addition to their expertise in finance, management and corporate strategy, their knowledge of the luxury goods and cosmetics sector and now of media and digital technologies contributes to the quality and professionalism of the Board's discussions (see paragraph 1.2.7).
1.2.3 — The exercise of multiple offices and terms
By accepting the Charter, the Directors undertake to respect the rules governing holding multiple offices provided by articles L.225‑21 and L.225‑94 of the French Commercial Code.
At December 31, 2022, the number of offices held by each of the Directors was in compliance with the applicable laws.
The term of the office is set at 4 years. However, as an exception and in order to allow the implementation and maintenance of staggered terms of office for Directors, the General Meeting may appoint one or more Directors for a shorter term of 2 or 3 years in accordance with Recommendation No. 11 of the Middlenext Code, which recommends staggering the renewal of terms of office.
In addition, the Company considers that, in light of its size and the composition of its Board, a term of 4 years contributes to ensuring the experience of Directors in terms of knowledge of the Company, its market and its activities in their decision‑making, without diminishing the quality of oversight and that the ability to appoint Directors for terms of 2 and 3 years in order to stagger their terms leaves the Company with flexibility in managing its governance.
The Company adheres to the Middlenext Code Recommendation 10 by providing at General Meetings information on the experience and skills of each Director at the time of their appointment or the renewal of their terms of office.
The appointment of each Director and the renewal of their terms of office are the subject of a distinct resolution.
1.2.4 — Members of the Board of Directors on December 31, 2022
— Philippe BENACIN
Chairman-CEO – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Philippe Benacin, 64, a graduate of the ESSEC Business School and co‑founder of the Company with his partner Jean Madar, has served as Chairman-CEO of Interparfums SA since its creation in 1989.
Philippe Benacin steers the strategic course of the Paris‑based Interparfums SA Group and the development of the brands of the portfolio: Lanvin, Rochas, Jimmy Choo, Montblanc, Van Cleef & Arpels, Karl Lagerfeld, S.T. Dupont, Boucheron, Coach, Kate Spade, Moncler.
Current offices:
Offices held within the Group:
- President and Vice Chairman of the Board of Interparfums Inc. (United States);
- Chairman of the Board of Directors and Director of Interparfums Holding;
- Managing Partner and President of Interparfums Suisse (Switzerland);
- Director of Interparfums Asia Pacific Pte Ltd (Singapore);
- Chairman of the Board of Directors of Parfums Rochas Spain SL (Spain);
- Sole Director of Interparfums Luxury Brands Inc. (United States);
- Director of Interparfums Srl (Italy).
Offices held outside the Group:
— Vice Chair of the Supervisory Board and Chair of the Corporate Governance, Nominations and Compensation Committee of Vivendi (listed company).
Offices having expired in the last five years:
— Director of Inter España Parfums et Cosmétiques Sl (Spain).
— Jean MADAR
Director – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Jean Madar, 62, a graduate of the ESSEC Business School, is the co‑founder of the company with his partner Philippe Benacin. Jean Madar steers the strategic course for the New York‑based Group Interparfums Inc. and the development of the brands of the portfolio: Anna Sui, Dunhill, DKNY, Oscar de la Renta, Abercrombie & Fitch, Hollister, MCM, Guess, Graff, Ferragamo and Ungaro.
Current offices:
- Chief Executive Officer and Director of Interparfums Holding;
- Chairman of the Board of Directors and Chief Executive Officer of Interparfums Inc. (United States);
- Chairman of JEAN MADAR HOLDING.
Offices having expired in the last five years: none.
— Philippe SANTI
Director and Executive Vice President – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Philippe Santi, 61, graduate of the Neoma Business School (École Supérieure de Commerce of Reims) with a degree as a public accountant, has served as the Chief Financial and Administrative Officer of Interparfums SA since 1995 and as Executive Vice President since 2004.
Current offices:
— Director of Interparfums Inc. (United States); — Director of Middlenext.
Offices having expired in the last five years: none.
— Frédéric GARCIA-PELAYO Director and Executive Vice President – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Frédéric Garcia-Pelayo, 64, EPSCI international exchange program graduate of the ESSEC Business School, has been Vice President for Export Sales of InterparfumsSA since 1994 and Executive Vice President since 2004.
Current offices:
- Director of Interparfums Srl (Italy);
- Director and Vice President of Finance of TFWA.
Offices having expired in the last five years:
— Director of Inter España Parfums et Cosmetiques Sl (Spain).
— Patrick CHOËL
Director and Audit Committee member – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Patrick Choël, 79, a graduate of Sciences Po Paris, was Chairman of the Fragrance and Cosmetics division of LVMH from 1995 to 2004.
Current offices:
- Director of Interparfums Inc. (United States);
- Director of Parfums Christian Dior.
Offices having expired in the last five years:
- Director of Modelabs;
- Director of SGD;
- Director of ILEOS;
- Director of Guerlain.
— Véronique GABAÏ-PINSKY
Director – Dual French and American nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Véronique Gabaï-Pinsky, 57, a business school graduate of ESSEC, began her career at L'Oréal and was Vice President of Marketing for Giorgio Armani. She subsequently served as Vice President of Marketing and Communication for Guerlain, then spent 12 years at the Estee Lauder Companies as the Global President for Aramis and Designers Fragrances Until June 2018, she was Chair of the US company, Vera Wang, operating in the luxury ready‑to‑wear sector. Since 2019, she has been developing her own the fragrance brand, VERONIQUE GABAI.
Current offices:
- Director of Interparfums Inc. (United States);
- Member of The Committee of 200 (Fashion Group International and Cosmetic Executive Women);
- Director of Lifetime Brands and Chair of the ESG Committee (USA);
- Founder and President of the company VERONIQUE GABAI, perfume designer.
Offices having expired in the last five years:
- Chair of the Vera Wang Group.
- — Maurice ALHADÈVE Independent Director and Audit Committee member – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Maurice Alhadève, 80, a graduate of Sciences Po Paris and Northwestern University (Chicago) was the Chief Executive Officer of the Luxury division of "Française de soins et Parfums" (Unilever Group), and then, a manager for several companies specialized in the creation of fragrance concentrates: International Flavors and Fragrance (IFF), Créations Aromatiques and Haarmann & Reimer. He was head of the ISIPCA, the school for the creation of fragrances, cosmetics and flavors, located in Versailles, France. He is today a teacher, consultant and cofounder and President of the École Supérieure du Parfum de Paris, providing specialized programs in the fields of creation and management for the perfume industry.
Current offices: none.
Offices having expired in the last five years: none.
— Chantal ROOS
Independent Director – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Chantal Roos, 79, served as Vice-President for International Marketing than Deputy Chief Executive Officer within the Yves Saint Laurent Parfums Group, then Chair of Beauté Prestige Internationale.
She joined the Gucci group in 2000 as President of the Yves Saint Laurent Beauté division, becoming subsequently in 2007, Strategic Adviser to the Chairman-CEO. In 2008, she launched her own company specialized in the creation and development of fragrance and cosmetic brands, ROOS & ROOS.
Current offices:
— Managing Partner of CREA;
— Managing Partner of ROOS & ROOS, perfume designer.
Offices having expired in the last five years: none.
— Dominique CYROT Independent Director and Audit Committee member – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Dominique Cyrot, 71, has a master's degree in management from University Paris IX Dauphine. She spent her career from 1973 to 2011 with the French insurer AGF, which has become today ALLIANZ GI, where she was responsible for managing the group's UCTIS for French large caps then for all French and European Mid Caps. She has served on the boards of investment funds well as numerous SICAVs of the AGF group and also external SICAVs.
Current offices:
- Director of FIME (SA) since April 16, 2015.
- Offices having expired in the last five years: None.
— Marie-Ange VERDICKT
Independent Director & Audit Committee Chair – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Marie-Ange Verdickt, 60, has a business degree from École Supérieure de Commerce de Bordeaux – KEDGE (1984), and is a member of the French Society of Financial Analysts (SFAF). She began her career as an auditor with Deloitte, then management controller for the computer group, Wang.
In 1990 she joined Euronext as a financial analyst and was subsequently appointed as head of the office of financial analysis. From 1998 until 2012, she joined the asset management company, Financière de l'Échiquier, as a manager of equity funds specialized in French and European Mid-Caps. She also contributed to developing socially responsible investment practices. Since 2012, she has been an independent Director in different companies.
Current offices:
— Member of the Supervisory Board of Wavestone SA (September 2012 to July 2022), then Director of Wavestone SA (since July 2022) (listed company); — Director of Bonduelle SA (since December 2019).
Offices having expired in the last five years:
- Member of the supervisory Board of Bonduelle (December, 2015 to December, 2019);
- Director of ABC Arbitrage (April 2013 April 2021);
- Member of the Supervisory Board of Cap Horn Invest (May 2013 – November 2021).
— Constance BENQUÉ
Independent Director and Audit Committee member – French nationality
Professional address: 10 rue de Solférino 75007 Paris
Biography: Constance Benqué, 62, after serving as a parliamentary assistant for the French Deputy, François d'Aubert, began a career in advertising at the Expansion Group in 1981, where she was quickly appointed Advertising Director (1983‑1990). This is followed by a position as Sales Director for the French business magazine, Capital for the Prisma Presse Group (1990‑94) and then Chief Executive Officer of Régie Obs, which at the time included the advertising departments of the publications Nouvel Observateur, Challenges and Sciences & Avenir (1994‑1994).
In 1999, she joined the Lagardère Group where she was successively appointed Vice President (1999‑2003) and President (2003‑2016) of Europe Régies, which subsequently became Lagardère Active Publicité. A member of the Lagardère Active Management Board since 2008, Constance Benqué was appointed in 2014 Chief Executive Officer of ELLE France & International (ELLE, ELLE Décoration, ELLE à Table, Art & Décoration; international licenses and Lagardère Active Enterprises).
Since December 2018, she has served as the CEO, then President (2020) of the Lagardère Group's media activities (Lagardère News), which include the radio stations Europe 1, Virgin Radio, RFM, and the publications Paris Match, Le Journal du Dimanche and ELLE International.
She is a graduate of the University of Paris II Panthéon Assas (Master's degree in Public Law) and of the Institut d'Etudes Politiques de Paris (with an advanced degree in Marketing and Communication).
Current offices:
- Independent Director of Voyageur du Monde;
- Independent Director of Corsair;
- Independent Director and Member of the Supervisory Board of OUTRE-MER R-PLANE (SAS);
- Director of the Air France Foundation.
Offices having expired in the last five years:
- Independent Director of Belvédère (Marie Brizard);
- President of Lagardère Active Corporate;
- President of Elle International;
- President of Lagardère Publicité News.
1.2.5 — Members of the Board of Directors and Audit Committee
| Name and function | Independent Director |
Year of 1st appointment |
Date of last reappointment |
Date of expiration |
Number of shares held |
Audit Committee |
Experience and expertise |
|---|---|---|---|---|---|---|---|
| Philippe Benacin Chairman-Chief Executive Officer |
No | 1989 | 2018 | 2023 | 13,625 | - | Co‑founder |
| Jean Madar Director, Chief Executive Officer, Interparfums Inc. |
No | 1993 | 2018 | 2023 | 13,560 | - | Co‑founder |
| Philippe Santi Director, Executive Vice President |
No | 2004 | 2018 | 2023 | 11,306 | - | Finance and accounting |
| Frédéric Garcia-Pelayo Director, Executive Vice President |
No | 2009 | 2018 | 2023 | 20,830 | - | Knowledge of the business sector and distribution |
| Patrick Choël Director |
No | 2004 | 2021 | 2023 | 3,925 | Member | Knowledge of the business sector |
| Véronique Gabaï-Pinsky Director |
No | 2017 | 2021 | 2023 | 481 | - | Knowledge of the business sector |
| Maurice Alhadève Director |
Yes | 2004 | 2021 | 2023 | 663 | Member | Knowledge of the business sector |
| Chantal Roos Director |
Yes | 2009 | 2018 | 2023 | 1,754 | - | Knowledge of the business sector |
| Dominique Cyrot Director |
Yes | 2012 | 2020 | 2025 | 4,176 | Member | Finance and accounting |
| Marie-Ange Verdickt Director |
Yes | 2015 | 2018 | 2023 | 4,328 | Chair | Finance and accounting |
| Constance Benqué Director |
Yes | 2022 | - | 2026 | 330 | Member | Media & Digital |
In compliance with the provisions of article 4.8 of the Board Charter, all Directors hold at least 300 shares of the Company.
1.2.6 — Developments expected in 2023: proposal for the appointment of two new Directors
The Board of Directors has decided to propose to the General Meeting of Shareholders of April 21, 2023, to appoint Véronique Morali and Olivier Mauny as Directors for three‑year terms, both of whom have extensive international experience and can be considered independent, in replacement of Patrick Choël and Maurice Alhadève. A proposal will be made to said Meeting to renew the terms of office of the other Directors which have expired, with the exception of the term of Ms. Véronique Gabaï-Pinsky.
After graduating from Sciences Po, the ESCP and obtaining a master's degree in corporate law, Véronique Morali joined the ENA and the Inspection Générale des Finances, which she left in 1990 to become CEO of Fimalac to participate, along with its founder, in the international expansion of this listed group and in defining its strategic activities. She is currently Vice-Chair of the Fimalac Executive Committee and Chair of Fimalac Développement.
Since 2013, Véronique Morali is Co-CEO of Webedia, Europe's leading digital entertainment group. The Group is the owner of leading websites and services in the fields of cinema, video games and esports, cooking, high‑tech, travel, lifestyle and entertainment.
Véronique Morali has also been President of Jellyfish since 2019. Jellyfish represents a new type of 'digital partner' agency with 30 international offices, which combines data, creative and programmatic media buying across all platforms (GAFA-service company).
Véronique Morali is also a Director of Edmond de Rothschild in Paris and Geneva, a Director of Lagardère SA, a member of the Board of Le Siècle, a member of the Board of the Fondation Nationale des Sciences Politiques, and previously a Director of Tesco PLC, Cola-Cola European Partners, Publicis Group, Fitch Group, Club Med, Eiffage and Valéo.
Véronique Morali is also President and founder of the Force Femmes association which helps women over 45 find employment, and co‑founder of the Women Corporate Directors Paris (network of women Board members). She has also served as President of the Women's Forum.
Olivier Mauny graduated from ESCP in 1982. After sixteen months with the SCAC (Service de Coopération et d'Action Culturelle) in Cairo in the commercial department of the French Embassy, he then joined Seita where he served as export sector manager for North Africa, the Middle East and then Western Europe for four years.
In 1988, he started working in the luxury industry, which he never left, at Yves Saint Laurent Parfums where he advanced from export marketing to international marketing (Head of Men's Perfume Group).
In 1993, after Yves Saint Laurent was acquired by Sanofi, he was appointed Chief Executive Officer of Roger & Gallet, where he repositioned the brand within its original territory in the semi‑selective distribution sector (pharmacies, perfume stores, department stores, health care centers, etc.).
From 1996 until 2004, he worked for the LVMH Group as Head of Subsidiaries of Parfums Givenchy and then Chairman-CEO of Make Up For Ever where he developed a premium make‑up line for the mass market, "Yours by Make Up For Ever".
In 2005, he became Chief Executive Officer of Lalique, which he turned around in 4 years by completely repositioning the brand.
In early 2009, he joined the Chanel group and became Chief Executive Officer of Eres, where he strengthened the network of directly operated boutiques, developed a new network of franchised boutiques and e‑commerce. Since June 2015, Olivier Mauny has been Head of Global Eyewear at Chanel's Fashion division. In this capacity he manages the worldwide Luxottica license for eyewear, distributed wholesale as well as through Chanel's own network (Fashion Boutiques, Beauty Perfumes and e‑commerce).
1.2.7 — The diversity policy of the Board of Directors
As every year, the Board considered the gender balance of its members as well as the diversity and complementarity of their skills and qualifications.
| Criteria applied | Targets | Procedures implemented and results obtained in FY 2022 |
|---|---|---|
| Gender equality men/women |
Balanced representation of men and women on the Board of Directors in compliance with article L.225‑18‑1 of the French Commercial Code, with a target of 50% women by 2023. |
Increase in the percentage of women on the Board: — 25% since the 2012 General Meeting — 33% since the 2015 General Meeting — 40% since the 2017 General Meeting — 45% since the 2022 General Meeting Women account for 60% of the Audit Committee's membership which is furthermore chaired by a woman. |
| Nationality, qualifications |
Ensure the best possible balance by seeking complementary |
Foreign Directors: — 9% since the 2022 General Meeting |
| and background | profiles in terms of international background and diversity in terms of nationality, expertise and experience, and to develop CSR expertise for each Director. |
Experience/Skills: — Business sector knowledge: Appointments of Maurice Alhadève and Patrick Choël in 2004 — Finance, Strategy, Economy: appointment of Dominique Cyrot in 2012 and Marie-Ange Verdickt in 2015 — Marketing/consumer behavior/perfumery: appointment of Chantal Roos in 2009 and Véronique Gabaï-Pinsky in 2017 — Media & Digital: appointment of Ms. Constance Benqué in 2022 |
| All Directors listed above possess considerable international experience. |
||
| Independence of Directors |
Going further than Middlenext Code Recommendation No. 3, with a target of 50% independent Directors by 2023 |
5 independent Directors (45%) |
| Age and seniority of Directors |
Not more than one third of the Directors over than 80. In addition to the age of the Directors, a balance is sought in terms of seniority on the Board. |
The average age of Directors is 67.2. The composition of the Board remains balanced in terms of the breakdown between Directors with a longer history of involvement with the Company and Directors having joined more recently. |
1.2.7.1 — Expertise and professional experience
The Board of Directors attaches a particular attention to the selection of its members. In addition to their complementarity and respective technical expertise, Directors are also selected for their international experience and ability to address the strategic issues of the market in which the Company operates. The complementary and diverse nature of the Directors' professional experience ensures that measures adopted by the Company are aligned with its strategy.
1.2.7.2 — Director ethics
In accordance with Middlenext Code Recommendation 7each Director is informed of the responsibilities arising from his or her appointment and encouraged to adhere to the rules with respect to the obligations resulting from their appointment which are set forth in the Board Charter.
Each member of the Board complies with the rules provided for by law with respect to holding several offices (the Middlenext Code recommends that when the Director holds a position as a "manager", he or she should not accept more than two other offices as Directors in listed companies including foreign companies, outside its group), informing the Board in the event of a conflict of interest arising after their appointment, participates actively and diligently in all Board meetings and attends shareholders' meetings, ensuring that they have obtained all necessary information on the subjects to be addressed in meetings before rendering any decisions and observe strict professional secrecy.
More specifically, and in accordance with the new Middlenext Code Recommendation 2 reinforcing the management of conflicts of interest, each Director declares before each meeting any potential conflicts of interest and, on an annual basis, any actual or potential conflicts of interest between their obligations to Company and their private interests, in particular with respect to their other offices and functions.
In accordance with the provisions of the internal Rules of Procedure, in a situation that reveals or may reveal a conflict between the company's interest and their personal interests, either directly or indirectly, or the shareholders' interests or those of the group of shareholders that they represent, the Directors in question must:
- inform the Board as soon as they become aware of the conflict;
- and draw the appropriate conclusions regarding the exercise of their office. And according to the case, they must:
- either abstain from participating in the proceedings and voting on the corresponding resolution,
- or not attend the Board meetings during the period when they find themselves in a conflict of interest situation,
- or, as an extreme recourse, resign from their duties as Director.
Once a year, the Board shall review the known conflicts of interest. Each Director shall notify, as applicable, changes in his or her situation.
On the basis of these representations, the Board of Directors has not identified any conflicts of interest as of the date of preparation of this document.
With respect to securities market regulations, Board members have been informed of the rules for the prevention of insider trading, resulting from the European Market Abuse Regulation No. 596‑2014, which entered into force on July 3, 2016, as well as from the recommendations of the AMF (Autorité des Marchés Financiers), and more specifically those relating to blackout periods during which trading in securities is prohibited.
Consequently, each Board member complies with the Stock market ethics Charter established by the Company, the main provisions of which are set forth in the Board Charter.
1.2.7.3 — Independence of Directors
With respect to the criteria set forth in Middlenext Code Recommendation 3, a Director is characterized as independent by the absence of any significant financial, contractual or family relationship likely to affect his/her independence of judgment. The Middlenext Code recommends that the Board has at least 2 independent members.
On this basis, as of December 31, 2022, the Board of Directors has five independent members based on the following criteria:
- criteria of independence No. 1: They must not have been during the last five years an employee or executive officer of the Company or a company in its Group;
- criteria of independence No. 2: They must not have or had any material business relationship with the Company or its Group for the last two years (as a client, supplier, competitor, service provider, creditor, banker, etc.);
- criteria of independence No. 3: They must not be a reference shareholder of the Company or hold a significant percentage of voting rights;
- criteria of independence No. 4: They must not have a close relationship or close family ties with a corporate officer or a reference shareholder;
- criteria of independence No. 5: They must not have been an auditor of the company within the previous three years.
| Criteria of independence | ||||||
|---|---|---|---|---|---|---|
| No. 1 | No. 2 | No. 3 | No. 4 | No. 5 | Qualification of independence |
|
| Maurice Alhadève | X | X | X | X | X | Yes |
| Philippe Benacin | X | X | X | No | ||
| Constance Benqué | X | X | X | X | X | Yes |
| Patrick Choël | X | X | X | X | No | |
| Dominique Cyrot | X | X | X | X | X | Yes |
| Véronique Gabaï-Pinsky | X | X | X | X | No | |
| Frédéric Garcia-Pelayo | X | X | X | X | No | |
| Jean Madar | X | X | No | |||
| Chantal Roos | X | X | X | X | X | Yes |
| Philippe Santi | X | X | X | X | No | |
| Marie-Ange Verdickt | X | X | X | X | X | Yes |
X = criteria of independence met.
As of December 31, 2022, the independent Directors had no business relationship of any kind with the Company or its Group which might compromise their independence.
1.2.8 — Training of Directors
Each Director can benefit from additional training. In this respect, and in accordance with Middlenext Code Recommendation 5, a three‑year training plan of 4 to 6 days per year was established by the Board.
Directors received one day of CSR training in 2022. The Board has decided to establish a training program for newly appointed Directors by 2023, in addition to regular and more comprehensive training on relevant subjects, including CSR.
1.3 — Preparation and organization of the work of the Board of Directors and the Audit and Compensation Committee
1.3.1 — Board meetings
The number of meetings held by the Board of Directors is in compliance with the provisions of Middlenext Code Recommendation 6. It meets as often as the interests of the Company require and at least four times a year at the request of the Chairman and according to a calendar jointly established that may be modified at the request of Directors or when justified by unforeseen events.
The Chairman organizes the work of the Board and reports on this work to the General Meeting. The work of the Board is carried out in a collegial framework and in a manner that complies with the laws, regulations and recommendations. Accordingly, the Chairman of the Board of Directors ensures Directors are provided with information in advance and on a regular basis, that constitutes an essential condition for the performance of their duties.
In 2022, the Board of Directors met 7times with an attendance rate of 98% for meetings lasting on average three hours addressing notably the following items of business:
- review and approval of the separate parent company and consolidated financial statements for the fiscal year ended December 31, 2021 and the notice of the Annual General Meeting;
-
implementing of the share buyback program;
-
prior authorization of regulated agreements;
- transfer of the Company's registered office to 10 rue de Solférino 75007 Paris;
- review and approval of the 2022 interim financial statements;
- review of the fiscal year 2022 budget and outlook and the forward‑planning documents;
- capital increase through the capitalization of reserves and the grant of bonus shares to shareholders (actions gratuites);
- compensation policy for officers and Directors;
- breakdown of compensation allocated to Board members; — plan for the award of restricted stock units (performance
- shares) to employees; — analysis of financial information disclosed by the Company to shareholders and the market;
- analysis and definition of the major strategic, economic and financial priorities of the Company;
- regular updates about the Company's new headquarters office and progress on the work;
- regular updates on CSR strategy;
- discussions on workplace and wage equality policy;
- review of the issue of succession planning for the manager.
In accordance with the law, managers do not take part in the deliberations or vote at those Board meetings deciding on the amount or allocation of components of compensation relating to them.
In addition, in compliance with Act No. 2019‑486 of May 22, 2019 (Loi Pacte), the Board of Directors adopted a new procedure for the annual review of ordinary agreements entered into under normal conditions, providing for their evaluation comparable to the practice for reviewing regulated agreements.
Management is to be informed immediately and prior to any transaction likely to be considered as a regulated agreement at the Company level, including when the agreement is likely to be an "free agreement" (said of an agreement where the Board of Directors does not have to intervene), by the person directly or indirectly concerned, by the Chairman of the Board or by any person of the Group with knowledge of such a proposed agreement.
It is the responsibility of the Finance and Legal Departments to determine the nature of the agreement, it being specified that the Board of Directors may, in any event, determine the nature of the agreement and, where appropriate, give its prior approval to an agreement brought to its attention if it considers that the agreement constitutes a regulated agreement.
In this context, a review is undertaken to assess, on a case‑by‑case basis, whether the proposed agreement falls within the scope of the regulated agreements procedure, whether it is an agreement concluded with a wholly‑owned subsidiary or meets the criteria of ordinary agreements entered into under normal conditions.
If the Finance and Legal Departments consider that the agreement in question constitutes a regulated agreement, they inform the Board of Directors or its Chairman so that the appropriate legal procedure can be applied.
The determination of the criteria shall be reviewed at the time of any amendment, renewal, extension or termination of previously entered into agreement.
Auditors attend Board of Directors' meetings held to consider the Company's accounts or any other matters regarding which they may provide Board members with an informed opinion. Each of the meetings of the Board called to adopt the annual and half year accounts was preceded by an Audit Committee meeting attended by the Statutory Auditors.
On the date of this Universal Registration Document, the Board of Directors met twice since the beginning of 2023 to consider, on the one hand, the compensation policy for Directors and officers, and on the other hand, the review and closing of the annual and consolidated financial statements for the year ended December 31, 2022 and the notice for the combined Annual General Meeting of 2023.
1.3.2 — Meetings of the Audit and Compensation Committee
The Board of Directors of the Company, taking into consideration Middlenext Code Recommendation No. 7 and in view of the Company's size and operating procedures, established an Audit Committee on June 11, 2018.
It should be noted that since the Board of Directors' meeting of January 23, 2023, the Audit Committee has become the Audit and Compensation Committee, thus amending the Charter governing this Committee and extending its remit to include the Company's salary policy and that of its executives.
The Audit and Compensation Committee is primarily responsible for the following tasks:
— monitoring the preparation of financial and non‑financial information and, if necessary, making recommendations to ensure its integrity. It reviews the draft versions of the interim and annual consolidated financial statements of the group, the annual financial statements of the Company and the presentation of management describing the exposure to risks and significant off‑balance sheet commitments as well as the accounting options adopted. Through this review, the Committee assesses the quality of the financial documents produced in connection with the closing of the annual and interim financial statements or in connection with specific transactions carried out during the year; it ensures compliance with the company's regulatory obligations in terms of financial disclosure requirements;
- monitoring the effectiveness of internal control and risk management systems: the Committee examines and assesses the internal procedures for collecting and controlling information required to prepare financial and non‑financial information, particularly with regard to its exhaustiveness, reliability, integrity and fairness; it also examines the effectiveness of internal control and risk management systems. To this end, it monitors all the work performed by the company's internal control department, as well as any recommendations issued by the latter and, to this end, is regularly provided with the audit reports produced by this department;
- monitoring the statutory audit of the consolidated annual and interim financial statements of the Group, the annual financial statements of the Company and ensuring the compliance by the Statutory Auditors of the conditions of independence under the conditions and according to the procedures provided for by regulation and, more generally, monitoring the conduct of their mission and taking into account, as applicable, the observations and conclusions of the French auditors supervisory body (Haut Conseil du Commissariat aux Comptes) pursuant to audits performed in accordance with regulations;
- supervise the selection process for the Statutory Auditors, the definition of the terms of reference, the tendering process and its follow‑up, to examine the tenders of the various firms approached and interview them, and to provide its opinion to the Board on the choice of auditors at the time of appointment or renewal of their term of office: it examines at least two candidates and informs the Board of its preference, and gives its opinion on the amount of fees proposed for the performance of the statutory auditing assignments that may be entrusted to them;
- with regard to other compliance‑related assignments and depending on the thresholds to which the Company is or will be subject, the Audit and Compensation Committee will have missions relating to the RGPD, market abuse, anti‑corruption, CSR as well as any other specific provision with which the Company should comply according to the laws and regulations in force;
- approve the provision of Non-Audit Services, in compliance with applicable regulations and in accordance with the Middlenext Code, ensure that, with the exception of certifications and services rendered pursuant to legal or regulatory texts, companies entrust services other Non-Audit Services to a firm other than the company's statutory auditor;
- it reports regularly to the Board of Directors of the committee's mission. It also reports on the results of the audit, on how this mission has ensured integrity of the financial and non‑financial information and the role played by the committee in this process. The Chair informs the Board of any difficulties encountered;
- its role with respect to compensation, mainly concerns determining the different components of the compensation of the Company's executive officers. It also has powers concerning the remuneration of non‑executive Directors: their compensation package and its allocation. The Committee's mission is to perform the preparatory work, while legal decisions are made by the Board of Directors.
The Audit and Compensation Committee is composed in majority of independent Directors, including its Chairman (see paragraph 1.2.5. above).
The Audit and Compensation Committee members were appointed for the duration of their term of office as Directors (see paragraph 1.2.5. above).
Their expertise and background (as described in paragraph 1.2.4above), ensures that Audit and Compensation Committee is able to perform its duties with the requisite experience.
The Audit and Compensation Committee is governed by a Charter approved by the Board of Directors on June 11, 2018, subsequently amended by the Board of Directors on June 7, 2022, describing its organization, operation, powers and duties, and subsequently updated by the Board of Directors on January 23, 2023, to include its powers and duties with respect to compensation.
In the period ended December 31, 2022, the Committee met four times with an attendance rate of 90%, and reviewed the following points relating to the audit of the consolidated annual and interim financial statements:
- assessment of the accounting policies, the consistency of their application and compliance with IFRS;
- the implementation of audit programs and financial information defined in relation to the risks identified after evaluating the accounting and internal control systems and notably asset impairments (accounts receivable, inventory) and provisions (legal and tax risks) and impacts relating to foreign exchange;
- review of the impacts of the RGPD on the Company;
- taking into account changes in European, financial and accounting regulations;
- the review of internal control;
- the production of financial statements in XBRL format;
- the validation of financial information;
- the review of Non-Audit Services;
- regular updates on the CSR strategy;
- the computer security audit.
The Committee transmitted to the Board of Directors the results of the audit, and provided explanations to the Board on how the statutory audit contributed to the integrity of financial reporting and defined the role it exercised in this process.
1.3.3 — Evaluation of the work of the Board of Directors and the Audit and Compensation Committee
In accordance with Middlenext Code Recommendation 13, each year Board members perform their self‑evaluation on the practices of the Board, the Audit and Compensation Committee and the preparation of their work through a questionnaire sent to each Director on notably:
- the missions assigned to the Board;
- the functioning and composition of the Board;
- the Board of Directors and the strategy;
- the missions and work of the Audit and Compensation Committee;
- the meetings and quality of the discussions;
- Directors' access to information.
Based on the feedback received, on January 23, 2023 the Board and the Audit and Compensation Committee reviewed its membership and evaluated, in total independence and freedom of judgment, their organizational and operating effectiveness. In light of the above, a favorable assessment was issued for the operating procedures of the Board and the Committee and the quality of the information provided before the proceedings, in compliance with the spirit of the Middlenext recommendations. The members of the Board also issued a favorable assessment of the environment in which they effectively exercise their functions and responsibilities.
1.4 — Powers and missions of the Board of Directors
The Board of Directors is a collegiate body which collectively represents all the shareholders and is bound by the obligation to act in the corporate interest of the company at all times.
The role of the Board of Directors is based on two fundamental actions, decision‑making and supervision:
- the decision‑making function involves preparing, in coordination with the company's management, the fundamental policies and strategic objectives as well as the approval of certain significant actions;
- the supervisory function involves examining the decisions of management, the compliance of systems and controls, and the implementation of policies.
The Board of Directors' mission consists in setting the business priorities of the Company, choosing the strategy and monitoring its implementation;
Subject to the powers granted to shareholders' meetings and within the limits of the company's Charter, the Board considers any matter relating to the proper management of the Company.
In this capacity, it gives its opinion on all decisions relating to the Company's major strategic, economic, social, financial or technological orientations and ensures they are implemented, it examines the matter of succession planning for the "manager" and key persons, it reviews the points to be watched of the Middlenext Code and carries out the controls and verifications it deems appropriate.
The Board Charter (Rules of Procedure) describing all the powers and duties of the Board of Directors are available online at www.interparfums-finance.fr
1.4.1 — Transmission of information to Directors
Directors are provided with all relevant documents and information to effectively perform their duties. Before each Board of Directors' meeting, its members receive:
- a meeting agenda established by the Chairman in coordination with Executive Management and, when applicable, Directors proposing items to be discussed;
- an information file concerning issues to be addressed under the agenda requiring particular analysis for the purpose of an informed discussion, during which Directors may ask relevant questions to ensure their adequate understanding of the matters addressed;
- and, when useful, press releases that have been published by the Company as well as significant press articles and reports of financial analysts.
Each member of the Board is authorized to meet with the main company managers on condition of informing the Chairman in advance.
The Board is regularly informed by the Chair of the financial position, cash position and financial commitments of the Company and its Group.
finally, any member of the Board is entitled to receive training on the specific characteristics of the Company and Group, their business lines and sectors.
In compliance with Middlenext Code Recommendation 4, outside of Board meetings, and when justified by events of the Company, Directors are regularly provided with all important information about the company that could have an impact on its commitments and financial position, notably through a dedicated gateway. They may request any explanation or the issuance of additional information, and in general, formulate any requests for access to information they may consider useful.
The Directors who are members of the Audit Committee organize preparatory work for the Board meetings and may on occasion meet to address questions relating to their missions and operating procedures.
1.4.2 — Representations concerning Directors and Executive Management
1.4.2.1 — Convictions
To the best of the Company's knowledge and on the date this document was prepared, in the last five years none of the members of the Board of Directors and Executive Management of the company have been:
- convicted for fraud or subject to accusations or penalties and/or any official public sanction for infractions rendered by statutory or regulatory authorities (including designated professional bodies);
- involved in a bankruptcy, receivership or liquidation receiving or been placed in official receivership, having served as a member of a Board of Directors, management or supervisory Board;
— disqualified by a court of law from serving as a member of the Board of Directors, Executive Management or Supervisory Board or from intervening in the management of the operations of an issuer.
1.4.2.2 — Potential conflict of interest
To the best of the Company's knowledge and on the date this document was prepared, no conflicts of interest have been identified between the duties towards the company and the personal interests and/or other duties of one of the members of the Board and the Executive Management.
In compliance with the Board Charter, it is noted that in exercising their office, each Director must make decisions in accordance with the corporate interest of the company.
Each Director is obligated to inform the Board of any situation involving a conflict of interest, even a potential conflict of interest, and must abstain from participating or voting in the proceedings relating thereto, and if necessary, resign.
Directors are asked each year to update information about their functions, and executive, administrative and management offices currently held or that have been held in the last five years. In addition, they are requested to return a sworn statement attesting to the absence of any conflict of interest and convictions.
Pursuant to the reinforcement of Middlenext Code Recommendation 2, Directors now undertake to declare any conflicts of interest prior to each meeting.
Insofar as the Company is aware and on the date this document was prepared, no arrangements or agreements existed with the principal shareholders or with customers, suppliers or other parties by virtue of which any members of the Board of Directors and the Executive Management have been appointed on the basis of their status as such.
Insofar as the Company is aware and on the date this document was prepared, none of the members of the Board of Directors and Executive Management have accepted any restrictions relating to the sale of their holdings, within a certain period of time, the shares of the Company they hold, with the exception of the lock‑up obligation to hold 20% of the restricted stock units (actions gratuites) awarded to the Chairman-CEO and the Executive Vice Presidents until such time as they no longer exercise their functions.
1.4.2.3 — Service contracts with members of the Board of Directors and corporate governance bodies
Insofar as the Company is aware, no benefits have been granted under the terms of service contracts binding one of the members of the Board and corporate governance bodies to the Company or one of its subsidiaries.
1.4.2.4 — Family ties between corporate officers
No family ties exist among members of corporate officers.
1.5 — Summary of delegations of authority and financial authorizations in force granted by the General Meeting to the Board of Directors (Art. L.225 129‑1 and L.225‑37‑4 of the French Commercial Code)
| Nature of the delegations of authority and authorizations |
Limits of the issue | Delegations of authority and authorizations used |
Expiration date |
|---|---|---|---|
| Delegations of authority and authorizations granted by the Annual General Meeting of April 23, 2021 | |||
| Delegation of authority to increase the capital by capitalizing reserves, earnings or premiums (Resolution 14) |
€50,000,000 | Delegation of authority used by the Board of Directors on June 3, 2021 to create 5,198,840 new shares for a total of €15,596,520 and on June 7, 2022 to create 5,178,724 shares for a total of €17,156,172. |
06/22/2023 |
| Delegations of authority and authorizations granted by the Annual General Meeting of April 29, 2022 | |||
| Delegation of authority to issue shares or securities, maintaining shareholders' preferential subscription rights (Resolution 13) |
€30,000,000 (shares) and €100,000,000 (debt securities) |
Unused | 06/29/2024 |
| Delegation of authority to issue securities | €9,000,000 (1) (shares) | Unused | 06/29/2024 |
| canceling shareholders' preferential subscription rights by a public offering (with the exception of offers covered by paragraph 1 of article L.411‑2 of the French Financial and Monetary Code) and/or as consideration for security tendered in connection with a public exchange offer (Resolution 14) |
€50,000,000 (debt securities) |
||
| Delegation of authority to issue shares or securities giving access to the capital of the |
Within the limit of €9,000,000 (1) (shares) |
Unused | 06/29/2024 |
| company, canceling shareholders' preferential subscription rights through an offering covered by section 1 of article L.411‑2 of the French Monetary and Financial Code (Resolution 15) |
€15,000,000 (debt securities) |
||
| Delegation of authority to issue shares reserved for employees of the Group participating in a company savings plan (Resolution 18) |
2% of the share capital on issue date(1) |
Unused | 06/29/2024 |
| Authorization to grant stock options to employees or selected corporate officers (Resolution 20) |
0.5% of the share capital on the grant date |
Unused | 06/29/2025 |
| Authorization for restricted share awards to be granted from existing shares and/or new shares to be issued without consideration (bonus shares) to employees and/or selected company officers (Resolution 21) |
0.5% of the share capital on the grant date |
Unused | 06/29/2025 |
(1) Included within the total ceiling of 10% of the share capital on the issue date (19th resolution of the 2022 AGM).
1.6 — Participation in shareholders meetings
Under the terms of article 19 of the Company's bylaws all shareholders have a right to participate in General Meetings, personally or through a proxy, regardless of the number of shares they hold. The right to attend the shareholders meetings is contingent on registration of the shares in the name of the shareholder or the registered intermediary acting on the shareholder' behalf, on the second business day prior to the meeting at midnight (CET).
2 — Compensation of Directors and officers
2.1 — Compensation policy for corporate officers (15th and 16th resolutions of the AGM of April 21, 2023)
In accordance with the provisions of articles L 22‑10‑8 and R.22‑10‑14of the French Commercial Code, the compensation policy for each corporate officer of the Company complies with the interest of the Company, thus contributing to its long‑term development and is in line with its commercial strategy as described in Part 1 "consolidated management report", Paragraph 1 "The Company's business and strategy" of this Universal Registration Document.
The compensation policy for corporate officers is established by the Board of Directors in reference to principles and criteria defined in the Middlenext Code.
The Board of Directors ensures that these principles and criteria are also directly aligned with both the Company's strategy and the interests of shareholders, in order to support the Company's performance and competitiveness. It also takes into account the social and environmental issues relating to the Company's activity.
No component of compensation of any nature may be set, allocated or paid by the Company and no undertaking may be made by the Company if not in compliance with the approved compensation policy or, in the absence thereof, with compensation or practices existing within the Company.
The Board sets, revises and implements the compensation policy for each corporate officer. When the Board of Directors rules on a component of compensation or a commitment for the benefit of its Chairman, Chief Executive Officer (Directeur Général) or an Executive Vice President (Directeur Général Délégué), the party thus concerned abstains from participating in the proceedings or voting on the components of compensation or commitment in question.
The determination, review and implementation of the compensation policy for each of the Company's officers takes into account changes in compensation and employment conditions of the Company's employees, and in particular the pay ratios presented in section 2.2.5, to ensure they remain coherent with those of Company's senior executives and employees.
2.1.1 — Compensation policy for the Chairman-Chief Executive Officer or any other executive officer
The policy described below applies to the Chairman-CEO as well as any other executive officer to whom compensation may be allocated on the basis of their office.
In this respect, it is specified, for information purposes, that the current Executive Vice Presidents do not receive any compensation with respect to their offices. These officers are tied to the Company through a permanent employment contracts whose characteristics are described below in paragraph 2.1.3. and receive compensation exclusively on this basis.
The compensation policy for the Chairman-CEO, in line with the Company's interest, is designed to ensure that the latter's total compensation is coherent with the Company's performance as described below in paragraph 2.2.5.
The fixed, variable and special components of total compensation and benefits of any nature attributable to the Chairman-CEO on the basis of his office, as well as their respective importance are as follows:
2.1.1.1 — Variable and fixed compensation
— Fixed compensation
The fixed compensation of the Chairman-CEO is provided as consideration for the responsibilities associated with this type of corporate office.
This is determined each year in relation to changes in responsibilities or events affecting the Company, the environment for the business and the market of reference, and must be proportionate to the situation of the Company and will be paid through monthly payments.
The fixed compensation, which is not subject to systematic annual increases, serves as a reference to determine the percentage of the annual variable compensation.
On the recommendation of the Audit and Compensation Committee, the Chairman-CEO's annual fixed compensation set by the Board of Directors on January 23, 2023 was €504,000, starting as of FY 2023. In view of the Company's improved results for 2022 and the Company's wage policy this year, the Directors have decided to increase this fixed compensation by 5%.
— Annual variable compensation
Procedures for determining compensation
The Board of Directors ensures annually that the percentage of the Chairman-CEO's variable compensation is based on performance criteria that are precisely defined and sufficiently important relative to his fixed compensation.
This annual variable compensation is based on clearly defined, quantifiable and operational objectives and is contingent on the achievement of financial objectives on the one hand, and non‑financial objectives on the other. This condition is set at a maximum of 100% of fixed compensation if the objectives are achieved, and a maximum of 120% if exceeded. This increase in the maximum amount compared with the previous year is intended to bring the Company in line with market standards and to give priority to annual variable compensation linked to the Group's performance.
Annual variable compensation of the Chairman-CEO shall be set and calculated according to the following criteria:
- 60% of the objectives based on the financial performances achieved by the Company in the period ended, and namely a target for consolidated revenue and consolidated operating profit, with each of these targets of equal parts in determining the percentage of variable compensation;
- 40% of the objectives based on non‑financial objectives, precisely defined and directly linked to the strategy of the Company and its subsidiaries, relations with the brands and the development of a CSR and governance policy.
| Criteria for annual variable compensation |
2022 | 2023 | Comments |
|---|---|---|---|
| Consolidated sales | 25% | 30% | 5% increase |
| Consolidated operating profit | 25% | 30% | 5% increase |
| External growth | 10% | - % | Removal of this outperformed criterion in 2022 |
| Oversight of subsidiaries | 10% | 10% | No change |
| Relationships with brands | 10% | 10% | No change |
| Development of a CSR & Governance strategy |
20% | 20% | No change |
| Total | 100% | 100% |
The aforementioned annual financial targets are determined in reference to the annual budget approved by the Board of Directors. Each of the financial criteria is evaluated separately.
To this end, the Board of Directors examines these various objectives, their weighting and the expected levels of performance and sets for each objective:
- a minimum level of achievement triggering payment of the portion of the annual variable compensation for the corresponding indicator;
- a target level triggering payment of 100% for the corresponding variable compensation;
- a payment linked to each criteria capped at 120% of the target level.
Annual variable compensation is calculated and set by the Board of Directors after the close of the financial year to which it applies.
The degree of achievement expected for the financial and non‑financial criteria has been previously established by the Board of Directors though not rendered public for reasons of confidentiality and in light of the sensitivity of this information with respect to strategy and the competition.
Conditions for payment
As required by law, payment of components of annual variable compensation is subject to approval by the Annual General Meeting of the components of compensation paid in the period ended or granted for the same period to the interested party.
2.1.1.2 — Other compensation
— Multi‑annual variable compensation
There are no plans for the payment of multi‑year variable compensation.
— Exceptional compensation
The Board of Directors may decide to grant the Chairman-CEO exceptional compensation in light of specific circumstances. The amount of exceptional compensation thus granted may not exceed 20% of total annual fixed compensation.
As required by law, such exceptional compensation is subject to in any event, approval by the Annual General Meeting of the components of compensation paid in the period ended or granted for the same period to the interested party.
— Performance share awards – stock options
The Chairman-CEO may be awarded restricted stock units and/or stock options and/or stock purchase options subject to conditions of performance and holding periods linked to his term as officer of the Company.
Over the period covered by the 21st resolution of the General Meeting of April 29, 2022, the total number of performance shares awarded may not represent more than 0.5% of the share capital existing on the date of the decision to grant the shares by the Board of Directors.
The beneficiary must, as applicable, hold his or her shares for a period set by the Board of Directors, that is at least equal to the vesting period and, as applicable, the holding period, combined which may not be less than two years.
The effective delivery of these restricted share units is subject to a condition, on the one hand, of presence within the Company of the Chairman-CEO and, on the other hand, on the achievement of performance criteria for particularly consolidated revenue and operating income.
In addition, 20% of the restricted stock units awarded to the Chairman-CEO are subject to a lockup provision until the end of his term of office.
With regard to stock options (2023 stock options), the total options awarded to corporate officers subject to conditions over the period covered by the 20th resolution of the General Meeting of April 29, 2022 may not represent more than 0.5% of the share capital existing on the date of the Board of Directors' decision for the grant.
— Supplemental defined contribution pension plan
The Chairman-CEO benefits from a fully funded defined supplemental contribution pension plan in the form of a life annuity, as described in paragraph 2.2.4.
— Compensation awarded to Directors on the basis of their office
The Chairman-CEO and Executive Vice Presidents, in their capacity as Directors, have expressly waived their right to receive compensation to which they might be entitled as members of the Board.
— Benefits of any nature
The Chairman-CEO benefits from the use of a Company car representing a benefit in kind.
No other benefits in kind are granted to him.
2.1.2 — Compensation policy for Board members
The compensation policy for Board members is based on an allocation reserved exclusively to outside non‑executive Directors serving on the Board of Directors. The other Directors exercising executive functions expressly waived their entitlement to receive compensation.
The compensation of each Director shall be capped annually regardless of the number of Board and Committee meetings. An additional portion is allocated for participation in committees.
In addition, the criteria for distribution of the total annual amount to be allocated by the General Meeting to the members of the Board of Directors are also linked to the rate of attendance or actual participation of the Directors at Board and/or Committee meetings.
No other form of compensation is paid to non‑executive Directors.
2.1.3 — Information on offices and employment contracts and/or service agreements of corporate officers with the Company
The terms of the offices of the Company' corporate officers are presented above in paragraph 1.
The following table indicates the existence of employment or service contracts with the Company, the notice periods and termination conditions applicable thereto.
| Officers of the Company | Frédéric Garcia-Pelayo | Philippe Santi | |||
|---|---|---|---|---|---|
| Office(s) exercised | Executive Vice President | Executive Vice President | |||
| Employment contract entered into with the Company (specify its term) |
Yes – permanent employment contract for the position of "Chief International Officer" |
Yes – permanent employment contract for the position of "Chief Financial and Legal Officer" |
|||
| Service agreements entered into with the Company |
No | No | |||
| Notice periods | 3 month notice period for salaried positions | ||||
| Conditions of termination | Termination of the office as provided by law and jurisprudence |
2.2 — Disclosures required by section 1 of article L.22‑10‑9 of the French Commercial Code for each officer of the Company (17th resolution of the AGM of April 21, 2023)
It is specified that the total compensation of the Chairman-CEO and the Directors is in compliance with the compensation policy relating thereto as approved by the 6th and 7th resolution of the Annual General Meeting of April 29, 2022. Readers are reminded that the Company's two Executive Vice Presidents (Directeurs Généraux Délégués) receive compensation exclusively on the basis of their employment contract.
| 2.2.1 — Summary of compensation, stock options and shares awarded to each executive officer | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | -- | -- | -- | --------------------------------------------------------------------------------------------- | -- |
| Fiscal 2021 | Fiscal 2022 | |
|---|---|---|
| Mr. Philippe Benacin – Chairman and Chief Executive Officer | ||
| Compensation allocated for the year | €618,800 | €690,800 |
| Valuation of options granted in the period (Interparfums Inc. plan) | - | |
| Valuation of multi‑year variable compensation granted in the period | N/A | N/A |
| Valuation of performance shares granted in the period | - | €149,670 |
| Valuation of other long‑term compensation plans | - | |
| Total | €618,800 | €840,470 |
| Fiscal 2021 | Fiscal 2022 | |
| Mr. Philippe Santi – Director – Executive Vice President | ||
| Compensation allocated for the year | €807,000 | €873,600 |
| Valuation of options granted in the period (Interparfums Inc. plan) | - | |
| Valuation of multi‑year variable compensation granted in the period | N/A | N/A |
| Valuation of performance shares granted in the period | - | €299,340 |
| Valuation of other long‑term compensation plans | - | |
| Total | €807,000 | €1,172,940 |
| Mr. Frédéric Garcia-Pelayo – Director – Executive Vice President | ||
| Compensation allocated for the year | €817,800 | €884,400 |
| Valuation of options granted in the period (Interparfums Inc. plan) | - | |
| Valuation of multi‑year variable compensation granted in the period | N/A | N/A |
| Valuation of performance shares granted in the period | - | €299,340 |
| Valuation of other long‑term compensation plans | - | |
| Total | €817,800 | €1,183,740 |
No other compensation or benefits of any kind were granted to the Chairman-CEO and the Executive Vice Presidents in 2022 from controlled companies and the controlling company.
Information on restricted stock unit grants made to each corporate officer is presented in note 4.2.1. "Special Report of the Board of Directors on Restricted Stock Unit Awards" in this "Corporate Governance" section.
2.2.2 — Summary of compensation for each executive officer
| Fiscal 2021 | Fiscal 2022 | |||
|---|---|---|---|---|
| Compensation allocated for the year |
Compensation paid during the year |
Compensation allocated for the year |
Compensation paid during the year |
|
| Mr. Philippe Benacin – Chairman-CEO | ||||
| Fixed compensation | €468,000 | €468,000 | €480,000 | €480,000 |
| Annual variable compensation | €140,000 | €152,500 | €200,000 | €140,000 |
| Multi‑annual variable compensation | - € | - € | - € | - € |
| Exceptional compensation | - € | - € | - € | - € |
| Compensation allocated on the basis | ||||
| of his office as Board member | - € | - € | - € | - € |
| Benefits in‑kind | €10,800 | €10,800 | €10,800 | €10,800 |
| Total | €618,800 | €631,300 | €690,800 | €630,800 |
| Fiscal 2021 | Fiscal 2022 | |||
|---|---|---|---|---|
| Compensation allocated for the year |
Compensation paid during the year |
Compensation allocated for the year |
Compensation paid during the year |
|
| Mr. Philippe Santi – Director – Executive Vice President | ||||
| Fixed compensation | €408,000 | €408,000 | €432,000 | €432,000 |
| Annual variable compensation | €399,000 | €307,750 | €441,600 | €389,600 |
| Multi‑annual variable compensation | - € | - € | - € | - € |
| Exceptional compensation | - € | - € | - € | - € |
| Compensation allocated on the basis | ||||
| the office as Board member | - € | - € | - € | - € |
| Benefits in‑kind | - € | - € | - € | - € |
| Total | €807,000 | €715,750 | €873,600 | €821,600 |
| Mr. Frédéric Garcia-Pelayo – Director – Executive Vice President | ||||
| Fixed compensation | €408,000 | €408,000 | €432,000 | €432,000 |
| Annual variable compensation | €399,000 | €307,750 | €441,600 | €389,600 |
| Multi‑annual variable compensation | - € | - € | - € | - € |
| Exceptional compensation | - € | - € | - € | - € |
| Compensation allocated on the basis | ||||
| of his office as Board member | - € | - € | - € | - € |
| Benefits in‑kind | €10,800 | €10,800 | €10,800 | €10,800 |
| Total | €817,800 | €726,550 | €884,400 | €832,400 |
2.2.3 — Attendance' fees received by non‑executive Directors
| Non‑executive officers | Compensation granted for 2021 and to be paid in 2022 |
Compensation granted for 2022 and to be paid in 2023 |
|---|---|---|
| Mr. Maurice Alhadève | €35,900 | €32,000 |
| Mr. Patrick Choël | €35,900 | €32,000 |
| Ms. Dominique Cyrot | €35,900 | €22,857 |
| Ms. Chantal Roos | €27,250 | €24,000 |
| Ms. Marie-Ange Verdickt | €35,900 | €32,000 |
| Ms. Véronique Gabaï-Pinsky | €27,250 | €24,000 |
| Ms. Constance Benqué(1) | - | €18,286 |
| Total | €198,100 | €185,143 |
(1) As Constance Benqué was appointed Director by the General Meeting of April 29, 2022, her compensation is prorated based on her period of presence within the Company).
This concerns solely compensation paid on the basis of their offices as Director.
2.2.4 — Summary of employment contracts, specific retirement benefits, severance benefits and non‑compete clauses of executive officers
In accordance with Middlenext Code Recommendation 18, it is specified that the employment contracts for the Executive Vice Presidents are maintained in order to offer them the protections available thereunder predating their respective appointments as officers.
| contract | Supplemental retirement plan |
or benefits that may be due on termination or following a change of position |
Compensation resulting from a non‑compete clause |
|---|---|---|---|
| No | Yes | No | No |
| Yes | Yes | No | No |
| Yes | Yes | No | No |
| Employment Mr. Philippe Santi – Director – Executive Vice President |
Mr. Frédéric Garcia-Pelayo – Director – Executive Vice President | Compensation |
Senior executives benefit from a supplemental retirement plan in the form of a defined contribution annuity fund.
supplemental retirement plan is part of the Company's overall compensation policy applied to all of the Company's executives.
The benefits of this defined benefit plan were subsequently extended to management employees of the Company. This contribution to a private defined contribution pension fund is paid in part by the beneficiaries and in part by the employer for an amount equal four times French Social Security ceiling. The annual contribution to this fund per beneficiary is €15,000. The implementation of this
No executives benefit from forms of remuneration, indemnities or benefits owed or which could be owed resulting from the assumption, termination or change of functions of corporate officer of the Company or subsequent to these events.
2.2.5 — Pay ratios, changes in compensation and performance
These ratios are calculated in accordance with article L.22‑10‑9 of the French Commercial Code (Code de commerce).
The following summary presents the ratio between the level of compensation of the Chairman-CEO and the Executive Vice Presidents of the Company (fixed and variable compensation) and the average compensation of employees (excluding corporate officers), the ratio in relation to the median compensation of the Company's employees (excluding corporate officers) the ratio in relation to the French minimum wage (Smic), as well as the annual change in compensation, the company's performance and the average compensation on a full‑time equivalent basis of the Company's employees, other than executives, over the five most recent fiscal years.
| 2018 | 2019 | 2020 | 2021 | 2022 | |
|---|---|---|---|---|---|
| Change in the Group's performance | |||||
| Sales (€ millions) | €455.3 | €484.3 | €367.4 | €560.8 | €706.6 |
| Change N/N-1 | 7.9% | 6.4% | (24.1%) | 52.6% | 26.0% |
| Consolidated operating profit (€ millions) | €66.20 | €73.10 | €46.90 | €98.90 | €131.80 |
| Change N/N-1 | 10.3% | 10.4% | (35.8%) | 110.9% | 33.3% |
| Change in compensation excluding corporate officers Average compensation of employees |
|||||
| (excluding corporate officers) | €82,612 | €86,616 | €81,982 | €86,007 | €81,126 |
| Change N/N-1 | 8.5% | 4.8% | (5.4%) | 4.9% | (5.7%) |
| Median compensation of employees (excluding corporate officers) Change N/N-1 |
€61,775 5.8% |
€62,875 1.8% |
€56,525 (10.1%) |
€60,500 7.0% |
€60,190 (0.5%) |
| French minimum wage (SMIC) | €17,982 | €18,255 | €18,473 | €18,760 | €19,744 |
| Change N/N-1 | 1.2% | 1.5% | 1.2% | 1.6% | 5.2% |
| Changes and pay ratios for compensation of corporate officers | |||||
| Philippe Benacin – Chairman and Chief Executive Officer | |||||
| Gross compensation + Change N/N-1 |
€591,000 20.6% |
€602,000 1.9% |
€592,000 (1.7%) |
€620,500 4.8% |
€620,000 (0.1%) |
| Pay ratios on average compensation | 7.15 | 6.95 | 7.22 | 7.21 | 7.64 |
| Change N/N-1 | +0.71 points | -0.20 points | +0.27 points | -0.01 points | +0.43 points |
| Pay ratios on median compensation | 9.57 | 9.57 | 10.47 | 10.26 | 10.30 |
| Change N/N-1 | +1.18 points | - points | +0.90 points | -0.21 points | +0.04 points |
| Pay ratios relative to the minimum wage | 32.87 | 32.98 | 32.05 | 33.08 | 31.40 |
| Change N/N-1 | +5.28 points | +0.11 points | -0.93 points | +1.03 points | -1.68 points |
| Philippe Santi Executive Vice President | |||||
| Gross compensation | €702,000 | €727,500 | €706,500 | €715,750 | €821,600 |
| Change N/N-1 | 5.4% | 3.6% | (2.9%) | 1.3% | 14.8% |
| Pay ratios on average compensation | 8.50 | 8.40 | 8.62 | 8.32 | 10.13 |
| Change N/N-1 | -0.25 points | -0.10 points | +0.22 points | -0.30 points | +1.81 points |
| Pay ratios on median compensation | 11.36 | 11.57 | 12.50 | 11.83 | 13.65 |
| Change N/N-1 | -0.05 points | +0.21 points | +0.93 points | -0.67 points | +1.82 points |
| Pay ratios relative to the minimum wage | 39.04 | 39.85 | 38.25 | 38.15 | 41.61 |
| Change N/N-1 | +1.55 points | +0.81 points | -1.60 points | -0.10 points | +3.46 points |
| Frédéric Garcia-Pelayo Executive Vice President | |||||
| Gross compensation | €702,000 | €727,500 | €706,500 | €715,750 | €821,600 |
| Change N/N-1 | 5.4% | 3.6% | (2.9%) | 1.3% | 14.8% |
| Pay ratios on average compensation | 8.50 | 8.40 | 8.62 | 8.32 | 10.13 |
| Change N/N-1 | -0.25 points | -0.10 points | +0.22 points | -0.30 points | +1.81 points |
| Pay ratios on median compensation | 11.36 | 11.57 | 12.50 | 11.83 | 13.65 |
| Change N/N-1 | -0.05 points | +0.21 points | +0.93 points | -0.67 points | +1.82 points |
| Pay ratios relative to the minimum wage | 39.04 | 39.85 | 38.25 | 38.15 | 41.61 |
| Change N/N-1 | +1.55 points | +0.81 points | -1.60 points | -0.10 points | +3.46 points |
2.3 — Fixed, variable and exceptional components of total compensation and benefits of any nature paid in the period ended or awarded for the period ended to the Chairman-CEO (18th resolution of the AGM of April 21, 2023)
At the Annual General Meeting of April 21, 2023, shareholders will be asked to approve the fixed, variable or exceptional components of total compensation and benefits of any kind paid in or granted for fiscal year 2022 to Mr. Philippe Benacin, Chairman-CEO.
After determining that 100% of the objectives set for Philippe Benacin for 2022 had been met, on January 23, 2023, the Board of Directors set the amount of variable annual compensation to be granted for fiscal 2022 at €200,000 in the following manner.
| Criteria | Weight of criteria |
Minimum (80%) |
Objective (100%) |
Maximum (120%) |
Achieved objective |
Corresponding amount (in euros ) |
|---|---|---|---|---|---|---|
| 2022 consolidated sales | 25% | 20% | 25% | 30% | 30% | €52,631 |
| 2022 consolidated operating profit | 25% | 20% | 25% | 30% | 30% | €52,631 |
| External growth | 10% | 8% | 10% | 12% | 12% | €21,053 |
| Oversight of subsidiaries | 10% | 8% | 10% | 12% | 10% | €17,544 |
| Relationships with brands | 10% | 8% | 10% | 12% | 12% | €21,053 |
| Development of a CSR & Governance strategy |
20% | 16% | 20% | 24% | 20% | €35,088 |
| Total | 100% | 80% | 100% | 120% | 114% | €200,000 |
The Board of Directors set the fixed portion of the Chairman-CEO's compensation for fiscal 2022 and the 2022 target for the annual variable portion of his compensation, as well as the other components of compensation, as follows:
| Components of compensation paid in or granted for fiscal 2022 |
Amounts or accounting valuations submitted to vote Description |
|
|---|---|---|
| Fixed compensation | €480,000 Amount paid and granted |
|
| Annual variable compensation paid in fiscal 2022 |
€140,000 | See the table showing the structure of the annual variable compensation awarded for 2021 (point 2.2.2) |
| Annual variable compensation allocated for fiscal 2022 |
€200,000 Amount to be paid after approval by the 2023 AGM |
See the table above providing a breakdown of annual variable compensation |
| Exceptional compensation | - | |
| Bonus share issues | €149,670 | Restricted stock unit plan (plan d'attribution gratuite) of March 16, 2022 |
| Stock option grant | - | |
| Benefits of any nature | €10,800 Accounting valuation |
Use of a company car |
3 — Information that could be relevant in the event of a public offer (article L.225‑10‑11 of the French Commercial Code)
To the best of the Company's knowledge, the items listed below are not expected to have an impact in the event of a public offering.
In light of the significant ownership interest of the founders through the parent company Interparfums Holding, the Company has not identified any other significant item that might be relevant in the event of a public offer other than the items described below.
3.1 — Structure of the share capital of the Company at December 31, 2022
| Shares held | % of capital | Theoretical voting rights |
% of theoretical votes |
|
|---|---|---|---|---|
| Interparfums Holding SA | 45,518,914 | 72.4% | 91,037,819 | 83.7% |
| Other shareholders | 17,281,391 | 27.5% | 17,566,784 | 16.2% |
| Own shares | 105,668 | 0.2% | 105,668 | 0.1% |
| Total | 62,905,973 | 100.0% | 108,710,271 | 100.0% |
To the best of the Company's knowledge, there are no other shareholders holding directly, indirectly or in concert, a number of shares in the Company representing more than one‑twentieth or more of the capital or voting rights.
No shareholders' agreements exist at the level of Interparfums Holding.
In accordance with the provisions of article L.225‑46 of the French Commercial Code and article 11 of the Company's bylaws, a double voting right is granted to all fully paid up shares registered in the name of the same shareholder for at least three years.
3.2 — Powers of the Board of Directors – Implementation of the share buyback program
The conditions for implementing the share buyback program are described in chapter 7 of section 1 "Consolidated management report" of this Universal Registration Document);
The delegations of authority and financial authorizations held by the Board of Directors are listed in the table presented above in paragraph 1.5.
3.3 — Restrictions under the bylaws to exercise voting rights and transfer shares or agreements brought to the attention of the Company in application of article L.233‑11 of the French Commercial Code
No restriction exists under the bylaws to exercise voting rights and transfer shares or agreements brought to the attention of the Company in application of article L.233‑11 of the French Commercial Code.
3.4 — List of the holders of any securities conferring special control rights and a description of those rights
There do not exist any holders of securities conferring special control rights. It is however specified that in application of article 11 of the Bylaws, fully paid up registered shares recorded in the name of the same shareholder for at least three years carry a double voting right.
3.5 — Control procedures provided for in the event of the existence of an employee stock ownership scheme with control rights not exercised by participating employers
No control procedure is provided for in the event of the existence of an employee stock ownership scheme.
3.6 — Agreements between shareholders known to the Company that could result in restrictions on the transfer of shares and the exercise of voting rights
There are no agreements between shareholders known to the Company that could result in restrictions on the transfer of shares and the exercise of voting rights.
3.7 — Rules governing the appointment and replacement of Board members and the modification of the Company' bylaws
The appointment and replacement of Board members and the modification of the Company's bylaws are governed by the applicable regulations in effect.
3.8 — Agreements entered into by the Company that would change or terminate if there were a change in control of the Company
There are no agreements entered into by the Company that would change or terminate if there were a change in control of the Company.
3.9 — Agreements providing for severance benefits for members of the Board of Directors or employees should they resign or be dismissed without genuine and serious cause or if their employment ceases because of a public tender bids or exchange offer
There are no agreements providing for severance benefits for members of the Board of Directors or employees should they resign or be dismissed without genuine and serious cause or if their employment ceases because of a public tender bids or exchange offer.
4 — Statutory Auditors' report on stock options and restricted stock unit awards
4.1 — Special report of the Board of Directors on stock options
In compliance with article L.225‑184of the French Commercial Code, this report is produced by the Board of Directors to inform the Combined General Meeting of April 21, 2023 of transactions carried out in fiscal 2022 by virtue of the provisions under articles L.225‑177 to L.225‑186 of said code.
Rules for the grant of options to subscribe for shares to officers are based on the level of responsibilities and the Company's performance. The quantity of options to subscribe for shares granted to officers may vary from one year to another according to the performance of the Company over this period.
The Board of Directors has decided that these officers must retain 10% of the shares resulting from the exercise of stock options for the duration of their terms of office in accordance with the provision of article L.225‑185 of the French Commercial Code.
— Options granted on inception by Interparfums SA under plans in force to each corporate officer in connection with operational responsibilities exercised in the Company.
No stock option plan was in effect at Interparfums SA at December 31, 2022.
— Options granted on inception by Interparfums Inc. under plans in force to each corporate officer in connection with operational responsibilities exercised in the Company.
| Plan 2016 | Plan 2017 | Plan 2018‑1 | Plan 2018‑2 | Plan 2019 | |
|---|---|---|---|---|---|
| Grant date | 12/30/2016 | 12/29/2017 | 01/19/2018 | 12/31/2018 | 12/31/2019 |
| Subscription price | \$32.83 | \$43.80 | \$46.90 | \$65.25 | \$73.09 |
| Valuation of options granted(1) | \$7.43 | \$9.89 | \$10.79 | \$14.66 | \$14.12 |
| Options granted at inception | |||||
| Philippe Benacin | 19,000 | 25,000 | - | 25,000 | 25,000 |
| Jean Madar | 19,000 | 25,000 | - | 25,000 | 25,000 |
| Philippe Santi | 6,000 | 6,000 | 4,000 | 10,000 | 10,000 |
| Frédéric Garcia-Pelayo | 6,000 | 6,000 | 4,000 | 10,000 | 10,000 |
| Options outstanding at December 31, 2022 | |||||
| Philippe Benacin | - | 25,000 | - | 25,000 | 25,000 |
| Jean Madar | - | 25,000 | - | 25,000 | 25,000 |
| Philippe Santi | - | 1,200 | 1,600 | 4,400 | 8,000 |
| Frédéric Garcia-Pelayo | - | 2,400 | 1,600 | 6,000 | 8,000 |
(1) Valuation applied in the consolidated financial statements of Interparfums Inc. according to the Black-Scholes model.
No stock option plan has been granted to corporate officers since 2020.
— Valuation of options granted
No Interparfums Inc. options have been granted in 2021 and 2022 to officers of Interparfums SA.
In 2021 and 2022, no Interparfums SA options have been granted.
— Options exercised by each corporate officer of the Company in 2022
| Number of options exercised |
Subscription price |
Expiration date |
|
|---|---|---|---|
| Interparfums Inc. options exercised in the period by officers | |||
| Philippe Benacin Plan of December 30, 2016 |
19,000 | \$32.83 | 12/30/2022 |
| Jean Madar Plan of December 30, 2016 |
19,000 | \$32.83 | 12/30/2022 |
| Philippe Santi Plan of December 30, 2016 Plan of December 29, 2017 Plan of December 30, 2018 |
1,200 1,200 1,600 |
\$32.83 \$43.80 \$65.25 |
12/30/2022 12/29/2023 12/30/2024 |
| Frédéric Garcia-Pelayo Plan of December 30, 2016 |
1,200 | \$32.83 | 12/30/2022 |
4.2 — Special report of the Board of Directors on restricted stock awards
In compliance with article L.225‑197‑4 of the French Commercial Code, this report is produced by the Board of Directors to inform the Combined General Meeting of April 21, 2023 of transactions carried out by virtue of the provisions under articles L.225‑197‑1 to L.225‑197‑3 of said code.
For the 2018 and 2022 plans, performance shares were awarded to all employees and executive officers of the French Company and its subsidiaries having more than six months of seniority on the grant date.
No performance share plans were issued for the periods 2020 and 2021.
4.2.1 — Performance shares awarded by Interparfums SA under plans in force to each corporate officer in connection with operational responsibilities exercised in the Company.
| Plan 2018 | Plan 2022 | |
|---|---|---|
| Grant date | 12/31/2018 | 03/16/2022 |
| Vesting date | 06/30/2022 | 06/15/2025 |
| Share price on the grant date | €33.15(1) | €53.80(1) |
| Number of shares awarded on inception | ||
| Philippe Benacin | 4,000 | 3,000 |
| Jean Madar | 4,000 | 3,000 |
| Philippe Santi | 4,000 | 6,000 |
| Frédéric Garcia-Pelayo | 4,000 | 6,000 |
| Number of shares delivered during the year | ||
| Philippe Benacin | 5,857 | |
| Jean Madar | 5,857 | |
| Philippe Santi | 5,857 | |
| Frédéric Garcia-Pelayo | 5,857 | |
| Number of shares outstanding at December 31, 2022(2) | ||
| Philippe Benacin | - | 3,300 |
| Jean Madar | - | 3,300 |
| Philippe Santi | - | 6,600 |
| Frédéric Garcia-Pelayo | - | 6,600 |
(1) The value of the shares granted in the consolidated financial statements amounted to €30.20 for the 2018 plan and €49.89 for the 2022 plan. (2) The number of shares outstanding is recalculated in order to take into account the bonus share issues of 2021 and 2022.
The final allotment of shares to beneficiaries under the 2018 plan was made on June 30, 2022.
4.2.2 — Performance shares awarded by Interparfums SA to employees who are not executive officers of the Company
| Plan 2018 | Plan 2022 | |
|---|---|---|
| Grant date | 12/31/2018 | 03/16/2022 |
| Vesting date | 06/30/2022 | 06/15/2025 |
| Share price on the grant date | €33.15(1) | €53.80(1) |
| Number of shares awarded on inception | ||
| Senior executives and managers (other than executive officers) | 117,000 | 43,200 |
| Other employees | 27,000 | 27,200 |
| Of which awards to the ten employees having received the highest number | 28,000 | 22,800 |
(1) The value of the shares granted in the consolidated financial statements amounted to €30.20 for the 2018 plan and €49.89 for the 2022 plan.
4.2.3 — Change in the number of performance shares of the 2018 plan for 2022
| Plan 2018 | |||
|---|---|---|---|
| Senior executives and managers (1) |
Other employees |
Total | |
| Existing at January 1, 2022 | 142,433 | 30,324 | 172,757 |
| Adjusted for the bonus share issue of one new share | |||
| for every ten shares held on June 20, 2022. | 14,237 | 2,997 | 17,234 |
| Canceled in 2022 | (1,464) | - | (1,464) |
| Delivery of shares to beneficiaries | (155,206) | (33,321) | (188,527) |
| Existing at December 31, 2022 | - | - |
(1) Excluding officers.
The final allotment of shares to beneficiaries under the 2018 plan was made on June 30, 2022.
4.2.4 — Change in the number of performance shares of the 2022 plan for 2022
| Plan 2022 | ||||
|---|---|---|---|---|
| Senior executives and managers (1) |
Other employees |
Total | ||
| Awarded on March 16, 2022 | 43,200 | 27,200 | 70,400 | |
| Adjusted for the bonus share issue of one new share for every ten shares held on June 20, 2022. Canceled in 2022 Existing at December 31, 2022 |
4,320 - 47,520 |
2,565 (3,695) 26,070 |
6,885 (3,695) 73,590 |
(1) Excluding officers.
4.2.5 — Grant terms and conditions
For the 2018 plan shares, shares previously purchased by the Company on the market are vested by their beneficiaries after a vesting period of 3 1/2 years.
Actual transmission of the securities is contingent on the presence of the employee on June 30, 2022 regardless of the status of the beneficiary and/or criteria of performance relating to consolidated revenue for fiscal 2021 for 50% of the restricted stock units awarded, and consolidated operating profit for 50% of the remaining restricted stock units awarded to senior executive and manager beneficiaries without a holding period.
For the 2022 plan shares previously purchased by the company on the market are vested by their beneficiaries after a vesting period of three years and three months.
Actual delivery of the shares is conditional on the employee's presence on June15, 2025 and on the fulfillment of performance criteria relating to consolidated revenues for the year 2024 for 50% of the restricted stock units (performance shares) granted and to consolidated operating income for the remaining 50% of the restricted stock units granted without a holding period.
2022 Universal Registration Document Interparfums •
5 Information on the Company and its capital
| 1 — | Statutory information on the Company | 149 |
|---|---|---|
| 2 — | Capital stock | 150 |
1 — Statutory information on the Company
1.1 — The Company
1.1.1 — General information
Corporate name: Interparfums.
Headquarters: 10 rue de Solférino 75007 Paris.
Website: www.interparfums.fr and www.interparfumsfinance.fr.
Date of incorporation: April 05, 1989.
Company term: The Company is incorporated for a period of ninety‑nine years (99) effective from its date of entry in the Trade and Companies Register (Registre du Commerce et des Sociétés), barring early liquidation or extension.
Legal form: A French corporation (société anonyme) with a Board of Directors.
Fiscal year: The fiscal year is a twelve‑month running from January 1 to December 31.
Siret No.: No. 350 219 382 00081.
Trade register No (RCS): 1989 B 04913.
Place of registration: Registrar of the Commercial Court of Paris.
Activity code: 46.45 Z wholesale perfume and beauty products.
LEI code: 969500SARWF33OPQED48.
Corporate Charter (article 2 of the Bylaws)
The Company's business purpose in France and all other countries includes:
- as its principal activity, the purchase, sale, manufacture, import and export of all products related to perfumes and cosmetology;
- as a secondary activity, the purchase, sale, manufacture, import and export of all products relating to fashion:
- the use of license agreements,
- providing all services related to the above‑mentioned activities,
- the Company's participation by all means, directly or indirectly, in all transactions that may relate to its business purpose through the creation of new companies, the contribution, subscription or purchase of company shares or rights, mergers or other, through the creation, acquisition, rental or lease management of all rights to conduct business
or establishments, and through the acquisition, operation or disposal of all procedures and patents related to these activities,
– and, generally, all commercial, industrial, financial, civil, securities and real estate transactions that relate directly or indirectly to the Company's business purpose or to any similar and related activities.
1.1.2 — Legal form of the shares and identification of shareholders (article 9 of the Bylaws)
Shares shall be in registered or bearer form, at the choice of the shareholder.
Until fully paid up, shares must be maintained in registered form and recorded in the name of the shareholder in an account maintained by the Company.
In accordance with legal and regulatory provisions, holders' rights shall be represented by a book entry in their name:
- with the intermediary of their choice for bearer securities;
- with the Company, and, if they so wish, with the authorized financial intermediary of their choice for registered shares.
The Company may request at any time, in accordance with applicable laws and regulations, the disclosure of information regarding the identity of holders of securities issued by it which give immediate or future rights to vote in shareholders meetings.
Subject to and in accordance with the provisions of applicable laws and regulations, any intermediary may be registered on behalf of owners of securities of the Company referred to in article L.228‑1 subsection 7 of the French Commercial Code (Code de commerce) (notably owners not having their domicile in France with the meaning in article 102 of the French Civil Code Code) provided the intermediary has declared when opening the account with the Company or the financial intermediary acting as securities account custodian, in accordance with applicable laws and regulations, its third‑party status as a holder of securities on behalf of another party. The intermediary registered as a holder of securities is required, without prejudice to obligations of the actual owners of the securities, to comply with the disclosure obligations regarding the crossing of ownership thresholds, for all shares or securities of the Company it has registered in an account under penalty of punishment by law.
1.2 — Main legal provisions and bylaws (Excerpts)
1.2.1 — Participation in General Meetings – Representation (article 19 of the bylaws)
Any shareholder may attend meetings in person or by proxy, regardless of the number of shares owned, subject to proof of identity, on condition that the shares are paid up in full and have been registered in the securities account in the name of the shareholder or the intermediary, in accordance with subsection 7, article L.228‑1 of the French Commercial Code no later than the second business day preceding the date of the shareholders meeting at midnight Paris time, either in the registered securities account maintained by the Company or the bearer share account maintained by the authorized intermediary.
All shareholders may be represented at meetings in accordance with the provisions provided for by law. A shareholder may be represented by another shareholder or by his or her spouse or civil law partner. The shareholder may be represented by any other individual or legal entity of his or her choice. The designation or revocation of a proxy holder may be notified by electronic means.
1.2.2 — Special shareholder disclosure obligations (article 20 of the Bylaws)
In accordance with the provisions of article L.233‑7 of the French Commercial Code, all shareholders, natural persons or legal entities, acting alone or in concert, who cross thresholds in either direction in respect to the number of shares owned representing more than one twentieth, one tenth, three twentieths, one fifth, one quarter, three tenths, one third, one half, two thirds, eighteen twentieths or nineteen twentieths of the capital or voting rights of the Company, must inform the Company by registered mail with return receipt of the number of shares and voting rights they hold within four trading days thereafter before the close of trading. This notification must also be sent to the AMF no later than the fourth trading day before the close of trading following the day this threshold was crossed.
The disclosure requirement referred to in the preceding paragraph is also mandatory within the same time limits whenever the percentage of capital or voting rights held falls below one of the thresholds mentioned above.
Under article L.233‑7subsection VII of the French Commercial Code, said shareholders must also disclose their intentions with regard to their holdings for the next six months whenever thresholds of one tenth, or more than three twentieths, or more than one fifth or more than one quarter of the capital or voting rights have been crossed. This notification must be addressed to the Company and sent to the AMF no later than the fifth trading day before the close of trading following the day this threshold was crossed.
1.2.3 — Appropriation and distribution of earnings (article 24 of the Bylaws)
If the financial statements approved by the shareholders' Meeting show a distributable profit as defined by law, the shareholders' Meeting decides whether to make appropriations to one or more retained earnings or reserve accounts under its control, to carry it forward or to distribute it. The shareholders' Meeting may grant shareholders the choice of receiving a dividend in cash or in shares for all or part of the dividend or interim dividends to be distributed, subject to the applicable legal provisions.
Following the approval of the financial statements by the General Meeting of the shareholders, any losses that may occur are carried forward to be offset against future earnings until these losses have been fully used.
1.2.4 — Documents on display
The bylaws, accounts, reports and other information destined for shareholders can be consulted at the Company's headquarters by appointment.
1.2.5 — Legal jurisdiction
In the event of litigation, the courts having jurisdiction are those of the registered office in cases where the Company is a defendant. They are designated according to the nature of the litigation, barring any contrary provisions of the new Civil Procedure Code.
2 — Capital stock
2.1 — Five‑year history of capital stock transactions
| Year | Transaction type | Number of shares |
Shares created |
Total shares |
Share capital (in €) |
|---|---|---|---|---|---|
| 2018 | Bonus share issues | 3,905,966 | 3,905,966 | 42,965,628 | 128,896,884 |
| 2019 | Bonus share issues | 4,296,562 | 4,296,562 | 47,262,190 | 141,786,570 |
| 2020 | Bonus share issues | 4,726,219 | 4,726,219 | 51,988,409 | 155,965,227 |
| 2021 | Bonus share issues | 5,198,840 | 5,198,840 | 57,187,249 | 171,561,747 |
| 2022 | Bonus share issues | 5,718,724 | 5,718,724 | 62,905,973 | 188,717,919 |
As of December 31, 2022, Interparfums' capital was composed of 62,905,973 shares with a par value of €3.
2.2 — Authorized capital
The General Meeting of April 23, 2021 also authorized the Board of Directors to increase the capital by an amount not exceeding €50 million through the capitalization of earnings, additional paid‑in capital and reserves.
The Board of Directors made use of this authorization at the Board meetings of June 3, 2021 resulting in the creation of 5,198,840 new shares in the amount of €15,596,520 and of June 7, 2022 resulting in the creation of 5,718,724 shares in the amount of €17,156,172.
2.3 — Ownership of Interparfums capital stock and voting rights
2.3.1 — Situation at December 31, 2022
| Shares held | % of capital |
Theoretical voting rights |
% of theoretical votes |
Voting rights exercisable at the AGM |
% of voting rights at the AGM |
|
|---|---|---|---|---|---|---|
| Interparfums Holding SA | 45,518,914 | 72.4% | 91,037,819 | 83.7% | 91,037,819 | 84.3% |
| French investors | 3,207,083 | 5.1% | 3,229,749 | 3.0% | 3,229,749 | 3.0% |
| Foreign investors | 9,953,921 | 15.8% | 9,953,921 | 9.2% | 9,953,921 | 9.2% |
| Individuals | 3,579,942 | 5.7% | 3,738,643 | 3.4% | 3,738,643 | 3.5% |
| Employee shareholders | 540,445 | 0.9% | 644,471 | 0.6% | - | |
| Own shares | 105,668 | 0.2% | 105,668 | 0.1% | - | |
| Total | 62,905,973 | 100.0% | 108,710,271 | 100.0% | 107,960,132 | 100.0% |
The Company has identified approximately 16,080shareholders as of December 31, 2022.
Excluding Interparfums Holding and treasury shares, the Company's share capital breaks down as follows:
- 340 French institutional investors and mutual funds owning 5.1% of the capital stock (compared with 4.7% in 2021);
- 350 foreign investors owning 15.8% of the capital stock (compared with 16.7% in 2021);
with 5.9% in 2021). To the Company's knowledge, no other shareholders possess directly, indirectly or together, 5% or more of the capital
— 15,400 individual shareholders (of which employee shareholders) holding 6.6% of the capital stock (compared
or voting rights. Four independent Directors serve on the Board of Directors
providing a mechanism for preventing an abusive exercise of control of the Company.
2.3.2 — Changes in Interparfums SA's shareholder base
| 2020 | 2021 | 2022 | |
|---|---|---|---|
| Interparfums Holding | 72.4% | 72.4% | 72.4% |
| French investors | 5.0% | 4.7% | 5.1% |
| Foreign investors | 15.8% | 16.7% | 15.8% |
| Individuals | 5.6% | 5.3% | 5.7% |
| Employee shareholders | 0.5% | 0.6% | 0.9% |
| Own shares | 0.4% | 0.3% | 0.2% |
| Total | 100.0% | 100.0% | 100.0% |
2.4 — Breakdown of Interparfums Holding's capital stock as of December 31, 2022
Interparfums Holding, whose sole equity holding is Interparfums, is itself wholly owned by Interparfums Inc., listed on NASDAQ in the United States with approximately 32,400 shareholders. As of December 31, 2022 it had the following ownership structure:
— Philippe Benacin and Jean Madar: 43.49%;
— free float: 56.51%.
2.5 — Dividend
Since 1998, Interparfums has been distinguished by a dividend policy designed to reward shareholders while at the same time associating them with the Group's expansion.
In May 2022, for fiscal 2021, the company paid a dividend of €0.94 per share representing a payout ratio of more than 75% of the previous year's earnings (€0.55 for the previous year).
In 2023, the Board of Directors will propose to the General Meeting the distribution of a dividend of €1.05 per share for the financial year ended December 31, 2022.
2.6 — Shareholders' agreements
No shareholders' agreements exist at the level of Interparfums Holding.
2.7 — Double voting right
In accordance with the provisions of article L.225‑123 of the French Commercial Code, the extraordinary shareholders' Meeting of September 29, 1995 created shares with double voting rights. These shares must be fully paid up and recorded in the Company's share register in registered form for at least three years.
2.9 — Key stock market data
2.8 — Special shareholder disclosure obligations
In 2022, no incidents of the crossing of such share ownership or voting right thresholds were reported to the Company in accordance with article 20 of the bylaws detailed in section 1.2.2. of this section.
| In number of shares and euros | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Shares outstanding as of 31 December | 42,965,628 | 47,262,190 | 51,988,409 | 57,187,249 | 62,905,973 |
| Market capitalization as of December 31 (€m) | 1,450 | 1,749 | 2,233 | 4,203 | 3,498 |
| High(1) | 45.30 | 49.30 | 44.95 | 74.10 | 74.10 |
| Low(1) | 32.35 | 32.10 | 26.70 | 39.95 | 42.20 |
| Average(1) | 37.83 | 41.86 | 37.80 | 55.42 | 52.45 |
| Year‑end(1) | 33.75 | 37.00 | 42.95 | 73.50 | 55.60 |
| Average daily volume(1) | 37,753 | 58,468 | 45,627 | 27,837 | 45,363 |
| Earnings per share(1) | 1.15 | 1.12 | 1.30 | 1.30 | 1.66 |
| Dividend per share(1) | 0.71 | - | 0.55 | 0.94 | 1.05 |
| Average number of shares outstanding(2) | 41,000,764 | 45,073,082 | 48,508,541 | 54,614,015 | 60,066,833 |
(1) Historical data (not restated for bonus share issues undertaken each year).
(2) Excluding treasury shares.
2.10 — Share price and trading activity trends since 2020
| High (in euros) |
Low (in euros) |
Trading volume (number of shares)(1) |
Trading value (€ thousands)(1) |
|
|---|---|---|---|---|
| 2020 | ||||
| January | 38.70 | 36.25 | 412,097 | 14,132 |
| February | 38.00 | 30.95 | 491,484 | 15,446 |
| March | 32.80 | 26.70 | 992,389 | 27,161 |
| April | 33.05 | 28.85 | 227,387 | 6,471 |
| May | 32.70 | 29.15 | 306,807 | 8,429 |
| June | 40.35 | 30.40 | 524,283 | 17,222 |
| July | 41.40 | 39.15 | 391,783 | 14,236 |
| August | 42.35 | 39.55 | 242,910 | 9,030 |
| September | 44.95 | 40.40 | 331,567 | 13,029 |
| October | 44.55 | 38.75 | 322,807 | 12,846 |
| November | 44.00 | 39.65 | 426,536 | 18,026 |
| December | 44.05 | 41.85 | 333,138 | 14,880 |
| 2021 | ||||
| January | 44.05 | 39.95 | 323,775 | 13,645 |
| February | 48.85 | 44.40 | 283,951 | 13,156 |
| March | 46.35 | 52.70 | 432,123 | 21,572 |
| April | 58.10 | 51.50 | 644,455 | 35,763 |
| May | 62.20 | 56.60 | 607,292 | 35,747 |
| June | 63.70 | 53.30 | 731,594 | 42,819 |
| July | 61.90 | 54.70 | 788,282 | 45,350 |
| August | 63.00 | 59.10 | 338,144 | 20,323 |
| September | 61.20 | 53.00 | 749,747 | 35,752 |
| October | 71.50 | 53.10 | 922,615 | 58,731 |
| November | 74.10 | 67.20 | 844,796 | 59,656 |
| December | 73.50 | 65.50 | 515,271 | 35,890 |
| 2022 | ||||
| January | 74.50 | 63.50 | 817,382 | 54,952 |
| February | 69.20 | 64.80 | 618,919 | 41,574 |
| March | 65.30 | 52.30 | 1,509,426 | 84,139 |
| April | 58.50 | 49.45 | 918,918 | 48,922 |
| May | 52.50 | 44.80 | 997,294 | 47,920 |
| June | 52.10 | 45.05 | 1,039,484 | 49,966 |
| July | 49.75 | 44.65 | 856,266 | 40,747 |
| August | 49.90 | 46.75 | 611,929 | 29,670 |
| September | 47.00 | 42.20 | 1,067,066 | 47,745 |
| October | 49.40 | 42.25 | 937,358 | 42,781 |
| November | 54.00 | 46.95 | 1,151,198 | 58,291 |
| December | 56.50 | 52.50 | 1,133,177 | 61,890 |
| 2023 | ||||
| January | 62.30 | 57.10 | 1,639,236 | 99,009 |
| February | 63.10 | 60.20 | 887,504 | 54,805 |
Historical data (not restated for bonus share issues).
(1) Euronext market data only.
A capital increase through a bonus share issue on the basis of one new share for ten existing shares was carried out in October 2020. This resulted in the automatic division of the share price from this date by 1.10.
A capital increase through a bonus share issue on the basis of one new share for ten existing shares was carried out in June 2021. This resulted in the automatic division of the share price from this date by 1.10.
A capital increase through a bonus share issue on the basis of one new share for ten existing shares was carried out in June 2022. This resulted in the automatic division of the share price from this date by 1.10.
6 Combined Ordinary and Extraordinary General Meeting of April 21, 2023
| 1 — | Board of Directors' report – Presentation of resolutions to the Annual General Meeting |
155 |
|---|---|---|
| 2 — | Draft resolutions – Combined Ordinary and Extraordinary General Meeting of April 21, 2023 |
158 |
1 — Board of Directors' report – Presentation of resolutions to the Annual General Meeting
1.1 — Approval of the annual and consolidated financial statements for the period ended December 31, 2022 – Approval of non‑deductible expenses (first and second resolutions)
We hereby request that you approve these annual financial statements for the period ended December 31, 2022 showing a profit of €82,404,370.04 and the consolidated financial statements for the period ended December 31, 2022 as presented, showing a profit (attributable to equity holders of the parent) of €99,523,000.
We also ask you to approve the total amount of disallowed deductions under article 39‑4 of the French General Tax Code of €62,498 as well as the corresponding tax.
1.2 — Approval of net income appropriation, setting the dividend (third resolution)
The appropriation of net income of our Company as proposed is in compliance with the law and our bylaws.
We accordingly ask you to appropriate the profit of the period of €82,404,370.04 as follows:
| Analysis of distributable earnings | |
|---|---|
| Profit of the period | €82,404,370.04 |
| Appropriation | |
| Legal reserve | €1,715,617.40 |
On this basis, the shareholders duly note that the gross dividend per share was set at €1.05 and that retained earnings was increased from €216,691,309.44 to €231,328,790.43.
Dividends €66,051,271.65 Retained earnings €14,637,480.99 For individuals with their tax residence in France, the dividend is subject to either, a flat tax (prélèvement forfaitaire unique) applied to the gross dividend of 12.8% (article 200 A of the French General Tax Code), or, taxation according to the progressive income taxed scale, after notably applying the 40% reduction (article 200 A, 13, and 158 of the French General Tax Code). This latter option must be expressly selected by the taxpayer which applies to all investment income and is irrevocable. The dividend is in addition subject to social charges of 17.2%.
The ex‑dividend date will be May 11, 2023 and dividends will be paid on May 15, 2023.
In the event of a change in the number of shares conferring dividend rights in relation to the number of 62,905,973 shares comprising the share capital of December 31, 2022, the total amount of dividends will be adjusted in consequence and the amount allocated to "Retained earnings" will be determined on the basis of dividends actually paid.
In accordance with the provisions of article 243 bis of the French General Tax Code, shareholders shall duly note that dividends for the last three financial periods were as follows:
| For the fiscal year | Distributions eligible for the tax basis reduction | Distributions not eligible for |
|
|---|---|---|---|
| Dividends | Other distributions | the tax basis reduction |
|
| 2019 | - | - | |
| 2020 | €28,593,624.90(1) or €0.55 per share |
- | |
| 2021 | €53,756,014.06(1) or €0.94 per share |
- |
(1) Including the unpaid amount of dividends relating to treasury shares and allocated to retained earnings.
1.3 — Statutory Auditors' special report on regulated agreements – Acknowledgment of the absence of new regulated agreements (fourth resolution)
We hereby ask you to duly note the absence of any new agreement covered by article L.225‑38 et seq. of the French Commercial Code.
1.4 — Directorships (fifth to thirteenth resolutions)
The Board of Directors is currently composed of eleven members, including five independent Directors and five women.
We remind you that as the terms of office of Philippe Benacin, Philippe Santi, Frédéric Garcia-Pelayo, Jean Madar, Marie-Ange Verdickt, Chantal Roos, Maurice Alhadève, Patrick Choël and Véronique Gabaï-Pinsky expire at the end of this General Meeting and you are accordingly asked to renew their terms.
On the recommendation of the Audit and Compensation Committee, we propose that you:
- renew for a four‑year term, i.e. until the General Meeting held in 2027 to approve the financial statements for the previous fiscal year, the term of office as Director of:
- Mr. Philippe Benacin,
- Mr. Philippe Santi,
- Mr. Frédéric Garcia-Pelyao,
- Mr. Jean Madar,
- Ms. Marie-Ange Verdickt;
- renew Chantal Roos' term of office as Director for a period of two years, expiring at the close of the General Meeting to be held in 2025 to approve the financial statements for the previous fiscal year;
- appoint Véronique Morali as Director, replacing Patrick Choël, for a period of three years, expiring at the close of the General Meeting to be held in 2026 to approve the financial statements for the previous year;
- appoint Olivier Mauny as Director to replace Maurice Alhadève for a term of three years, expiring at the close of the Annual General Meeting to be held in 2026 to approve the financial statements for the previous year;
- acknowledge the expiration of Véronique Gabaï-Pinsky's term of office as a Director at the end of the next General Meeting, and that the Board of Directors does not wish to propose a replacement for her.
Philippe Benacin, in both his own name and that of the Board of Directors and all the shareholders, thanked Patrick Choël, Maurice Alhadève and Véronique Gabaï-Pinsky for their respective contributions to the work of the Board of Directors and the Audit Committee.
— Independence and gender balance
The Board of Directors considers that Marie-Ange Verdickt, Véronique Morali and Olivier Mauny may be considered as independent members in accordance with the independence criteria of the Middlenext Code of corporate governance referred to by the Company for the purpose of corporate governance. The same applies to Dominique Cyrot and Constance Benqué, whose terms of office as Directors do not expire at the end of the next General Meeting.
In this respect, it is specified that no independent Director has business relations with the Group.
At the close of this Meeting, if you approve these proposals for renewal and appointment:
- the Board would thus be reduced from 11 to 10members;
- the Board would continue to include five independent members and as such continue to comply with the recommendations of the Middlenext Code with respect to the percentage of independent Directors;
- in terms of gender balance, the Board would have an equal number of men and women.
— Expertise, experience, skills
Information concerning the expertise and experience of Philippe Benacin, Philippe Santi, Frédéric Garcia-Pelayo, Jean Madar, Marie-Ange Verdickt, and Chantal Roos is given in part 4 of the Universal Registration Document 2022, chapter 1.2.4.
A French national, Véronique Morali was appointed Chief Executive Officer of Fimalac in 1990 and, alongside its founder, contributed to the international expansion of this publicly traded group and the choice of its strategic activities. She is currently Vice-Chair of the Fimalac Executive Committee and Chair of Fimalac Développement.
Since 2013, Véronique Morali is Co-CEO of Webmedia, Europe's leading digital entertainment group.
Véronique Morali has been President of Jellyfish since 2019. Jellyfish represents a new type of 'digital partner' agency with 30 international offices, which combines data, creative and programmatic media buying across all platforms.
Véronique Morali is also a Director in various financial companies and media groups. She is also President and founder of the Force Femmes association which helps women over 45 find employment, and co‑founder of the Women Corporate Directors Paris (network of women Board members).
This proposed appointment reflects the Group's efforts to increase the diversity of its Board membership and strengthen its financial expertise and knowledge of media and digital.
A French national, Olivier Mauny's career in the luxury industry began with Yves Saint Laurent Parfums, where he evolved from Export Sales to international marketing.
He was then appointed successively CEO of Roger & Gallet, Head of Subsidiaries of Parfums Givenchy and then Chairman-CEO of Make Up For Ever where he developed a premium make‑up line for the mass market, "Yours by Make Up For Ever".
In 2005 he became CEO of Lalique and in 2009 joined the Chanel group as CEO of Eres. Since June 2015, Olivier Mauny has been Head of Global Eyewear at Chanel's Fashion division. In this capacity he manages the worldwide Luxottica license for eyewear, distributed wholesale as well as through Chanel's own network (Fashion Boutiques, Beauty Perfumes and e‑commerce).
This proposed appointment reflects the Group's goal of increasing the diversity of its Board membership and strengthening its knowledge of the luxury goods and fragrances sector.
— Audit and Compensation committee (new name of the Audit Committee since January 23, 2023)
If Marie-Ange Verdickt's reappointment as Director is approved by the General Meeting, the Board of Directors will be asked to propose that Marie-Ange Verdickt remain chair of the Audit & Compensation Committee.
1.5 — The fixed annual amount of compensation to be allocated to Board members (fourteenth resolution)
In light of the number of meetings of the Board of Directors and the Audit and Compensation Committee, it is proposed that the fixed annual amount allocated to Directors for the current fiscal year be increased from 250,000 euros to 300,000 euros until further notice.
1.6 — Say on Pay (fifteenth to eighteenth resolutions)
In accordance with the provisions of L.22‑10‑8 of the French Commercial Code, it is proposed to the shareholders:
- by the 15th resolution to approve the compensation policy for the Chairman-Chief Executive Officer or any other executive officer;
- by the 16th resolution, to approve the compensation policy for members of the Board of Directors,
The compensation policy of members of the Board of Directors, the Chairman-CEO and/or any other corporate officer is presented in the report on corporate governance included in part 4, chapter 2.1 of the 2022 Universal Registration Document.
In accordance with the provisions of article L.22‑10‑34 I of the French Commercial Code, shareholders at the General Meeting are asked, by the vote of the 17th resolution, to approve the disclosures mentioned in point I of article L.22‑10‑9 of the French Commercial Code, presented in the report on corporate governance included part 4, chapter 2.2, of the 2022 Universal Registration Document.
By the vote of the 18th resolution, in accordance with the provisions of article L.22‑10‑34 II of the French Commercial Code, the fixed, variable and exceptional components of compensation comprising the total compensation and benefits of any nature paid in the period ended or granted for the same period to Philippe Benacin, Chairman-CEO are subject to approval of the shareholders.
These components of compensation are presented in the report on corporate governance included in part 4, chapter 2.3 of the 2022 registration document.
1.7 — Proposal to renew the authorization to implement the share repurchase program (nineteenth resolution)
We propose that under the terms of the nineteenth resolution, you grant the Board of Directors for a period of eighteen months, all powers necessary to purchase, on one or more occasions at such times as it shall determine, shares of the Company up to a maximum number that may not represent more than 2.5% of the number of shares comprising the share capital on the date of this Meeting, and where applicable adjusted to take into account increases or reductions therein that may occur while the share buyback authorization is in force.
This authorization will cancel the authorization granted to the Board of Directors by the tenth ordinary resolution of the General Meeting of April 29, 2022.
Under this program, shares may be purchased for the following purposes:
- market making in the secondary market or ensuring the liquidity of the Interparfums share by an investment services provider through a liquidity agreement complying with market practice allowed by regulations, it being specified that the number of shares taken into account to calculate the above‑mentioned limit corresponds to the number of shares acquired, after deducting the number of shares resold;
- retaining shares purchased for subsequent use in exchange or as payment for possible mergers, spin‑offs, contributions or acquisitions;
- ensuring sufficient shares are available for stock option and/or restricted share award ("attribution d'actions gratuites" or bonus share) plans (or equivalent plans) for the benefit of employees and/or corporate officers of the Group, including Economic Interest Groups or affiliated companies, as well as all share grants in connection with a Company or group employee savings plan (or equivalent plan), employee profit‑sharing schemes and/or all other forms of share grants to employees and/or corporate officers of the Group;
- ensuring that sufficient shares are available to cover requirements for securities granting entitlement to shares of the Company in accordance with applicable regulations;
- cancelling any shares acquired, in accordance with the authorization granted by the twelfth resolution of the extraordinary general Meeting of April 29, 2022.
These shares may be purchased by any means, including through block purchases of shares, and at times deemed appropriate by the Board of Directors, it being specified that the Board may not, without the prior authorization of the General Meeting, make use of this authorization during the period of a public tender offer initiated by a third party for the Company's shares and up until the end of the offer period.
The Company does not intend to make use of options or derivatives.
We propose that the maximum purchase price be set at €125 per share and in consequence the maximum amount of the program at €196,581,125.
The Board of Directors shall be vested with all necessary powers to carry out all that is required for this purpose, while specifying that the Board may not, without the prior authorization of the General Meeting, make use of this authorization from the moment a third party makes a public tender offer for the Company's shares up until the end of the offer period.
1.8 — Delegation of authority to increase the share capital by capitalizing reserves, earnings or premiums (twentieth resolution)
The Board of Directors wishes to possess the delegations of authority required to proceed, if it deems useful, with any issues that may be considered necessary in connection with the development of the Company's activities.
For that reason, you are asked to renew the delegation of authority to increase the share capital through the capitalization of reserves, earnings and/or additional paid‑in capital, which is coming to expiration and which was used twice by the Board of Directors, a first time pursuant to the proceedings of the Board of Directors' meeting of June 3, 2021 resulting in the creation of 5,198,840 new shares for an amount totaling €15,596,520 and, a second time pursuant to the proceedings of the Board of Directors' meeting of June 7, 2022 with the creation of 578,724 new shares for €17,156,172.
In the list of delegations of authority and financial authorizations in progress, you will find in Part 4, Paragraph 1.5 of the 2022 registration document, a summary of the delegations of authority and authorizations granted to the Board of Directors by your General Meeting and their use.
You are hereby asked to grant the Board of Directors for a new period of 26 months the authority to increase the share capital through the capitalization of reserves, retained earnings or additional paid‑in capital or other amounts that may be capitalized, by the issuance and grant of bonus shares or the increase in the par value of existing ordinary shares, or a combination thereof.
The nominal amount of the capital increase resulting from this delegation of authority may not exceed €75 million, representing approximately 39.7% of the share capital on the date of this report.
This amount shall not include the nominal amount of the capital increase necessary to preserve, in accordance with the law, and, as applicable, contractual provisions providing for other methods for preserving rights, the rights of holders of rights or securities giving access to shares. This limit will be independent of all other limits set by other resolutions of this General Meeting.
This delegation of authority will supersede and cancel, for the unused portion, as applicable, any prior delegation of authority having the same purpose.
The Board of Directors invites you to vote in favor the resolutions which have been submitted to you.
2 — Draft resolutions – Combined Ordinary and Extraordinary General Meeting of April 21, 2023
Ordinary resolutions
— First resolution Approval of the annual financial statements for the period ended December 31, 2022, approval of non‑deductible expenses
The shareholders, after having considered the reports of the Board of Directors and the Auditors for the period ended December 31, 2022, approve the financial statements as presented showing on this date net income of €82,404,370.04.
The shareholders furthermore approve the total amount of disallowed deductions under article 39‑4 of the French General Tax Code of €62,498 as well as the corresponding tax.
— Second resolution
Approval of the consolidated financial statements for the period ended December 31, 2022
The shareholders, after having considered the reports of the Board of Directors and the Auditors on the consolidated financial statements for the period ended December 31, 2022, approve these financial statements as presented showing on this date a net profit (attributable to equity holders of the parent) of €99,523,000.
— Third resolution Approval of the net income appropriation, setting the dividend
The shareholders, on the Board of Directors' proposal, decide to appropriate net income for the fiscal period ended December 31, 2022 as follows:
Analysis of distributable earnings
| Profit of the period | €82,404,370.04 |
|---|---|
| Appropriation | |
| Legal reserve | €1,715,617.40 |
| Dividends | €66,051,271.65 |
| Retained earnings | €14,637,480.99 |
The shareholders duly note that the gross dividend per share was set at €1.05 and that retained earnings was increased from €216,691,309.44 to €231,328,790.43.
For individuals with their tax residence in France, the dividend is subject to either, a flat tax (prélèvement forfaitaire unique) applied to the gross dividend of 12.8% (article 200 A of the French General Tax Code), or, taxation according to the progressive income taxed scale, after notably applying the 40% reduction (article 200 A, 13, and158 of the French General Tax Code). This latter option must be expressly selected by the taxpayer which applies to all investment income and is irrevocable. The dividend is in addition subject to social charges of 17.2%.
The ex‑dividend date will be May 11, 2023.
And the dividend payment date May 15, 2023.
In the event of a change in the number of shares conferring dividend rights in relation to the number of 62,905,973 shares comprising the share capital of December 31, 2022, the total amount of dividends will be adjusted in consequence and the amount allocated to "Retained earnings" will be determined on the basis of dividends actually paid.
In accordance with the provisions of article 243 bis of the French General Tax Code, shareholders shall duly note that dividends for the last three financial periods were as follows:
| For the fiscal year | Distributions eligible for the tax basis reduction | Distributions not eligible for |
|
|---|---|---|---|
| Dividends | Other distributions | the tax basis reduction |
|
| 2019 | - | - | |
| 2020 | €28,593,624.90(1) or €0.55 per share |
- | |
| 2021 | €53,756,014.06(1) or €0.94 per share |
- |
(1) Including the unpaid amount of dividends relating to treasury shares and allocated to retained earnings.
— Fourth resolution
Statutory Auditors' special report on regulated agreements and recognition of the absence of new agreements
The shareholders, after considering the Auditors' special report indicating the absence of any new agreements of the type mentioned in articles L.225‑38 et seq. of the French Commercial Code, duly note their conclusions.
— Resolution five Renewal of Philippe Benacin's term of office as Director
The shareholders decide to renew Philippe Benacin's appointment as Director for a term of four years expiring at the end of the Annual General Meeting that will be called in 2027 to approve the financial statements for the fiscal year ended.
— Sixth resolution Renewal of the term of office of Mr. Philippe Santi as a Director
The shareholders decide to renew Philippe Santi's appointment as Director for a term of four years expiring at the end of the Annual General Meeting that will be called in 2027 to approve the financial statements for the fiscal year ended.
— Seventh resolution Renewal of Frédéric Garcia-Pelayo's term of office as Director
The shareholders decide to renew Frédéric Garcia-Pelayo's appointment as Director for a term of four years expiring at the end of the Annual General Meeting that will be called in 2027 to approve the financial statements for the fiscal year ended.
— Eighth resolution Renewal of the term of office of Jean Madar as Director
The shareholders decide to renew Jean Madar's appointment as Director for a term of four years expiring at the end of the Annual General Meeting that will be called in 2027 to approve the financial statements for the fiscal year ended.
— Ninth resolution Renewal of Marie-Ange Verdickt's term of office as Director
The shareholders decide to renew Marie-Ange Verdickt's appointment as Director for a term of four years expiring at the end of the Annual General Meeting that will be called in 2027 to approve the financial statements for the fiscal year ended.
— Tenth resolution Renewal of Chantal Roos' term of office as Director
The shareholders decide to renew Chantal Roos' appointment as Director for a term of two years expiring at the end of the Annual General Meeting that will be called in 2025 to approve the financial statements for the fiscal year ended.
— Eleventh resolution
Appointment of Ms. Véronique Morali as a Director in replacement of Mr. Patrick Choël
The General Meeting resolves to appoint Véronique Morali as Director in replacement of Patrick Choël, for a period of three years, expiring at the close of the General Meeting to be held in 2026 to approve the financial statements for the previous fiscal year.
— Twelfth resolution Appointment of Mr. Olivier Mauny as Director in replacement of Mr. Maurice Alhadève
The General Meeting resolves to appoint Olivier Mauny to replace Maurice Alhadève as Director for a term of three years, expiring at the close of the General Meeting to be held in 2026 to approve the financial statements for the previous year.
— Thirteenth resolution Non‑replacement and non‑renewal of Ms. Véronique Gabaï-Pinsky as a Director
The General Meeting, after noting that Véronique Gabaï-Pinsky's term of office as Director expires at the end of the present meeting, decides not to renew or replace her.
— Fourteenth resolution Setting the total amount of annual compensation allocated to Directors
The shareholders decide to increase the fixed annual amount for compensation to be allocated to the Board of Directors from €250,000 to €300,000.
This decision will apply to the period in progress and remains in force until such time as a new decision is issued.
— Fifteenth resolution Approval of the compensation policy for the Chairman-Chief Executive Officer or any other executive officer
The shareholders, ruling in accordance with article L.22‑10‑8of the French Commercial Code, approve the compensation policy for the Chairman-CEO and/or any other executive officer presented in the report on corporate governance included in part 4, of paragraph 2.1 of the 2022 Universal Registration Document, and in particular, Paragraph 2.1.1.
— Sixteenth resolution Approval of the Directors' compensation policy
The shareholders, ruling in accordance with article L.22‑10‑8 of the French Commercial Code, approve the compensation policy for Directors presented in the report on corporate governance included in part 4, paragraph 2.1. of the 2022 Universal Registration Document, and in particular Paragraph 2.1.2.
— Seventeenth resolution
Persons referred to I of article L.22‑10‑9 of the French Commercial Code (code de commerce)
The shareholders, ruling in accordance with article L.22‑10‑34I of the French Commercial Code, approve the information covered by article L.22‑10‑9 of the French Commercial Code mentioned in the report on corporate governance included in part 4, paragraph 2.2 of the 2022 Universal Registration Document.
— Eighteenth resolution
Approval of the fixed, variable or exceptional components of total compensation and benefits of any nature paid or granted for the period ended to Mr. Philippe Benacin, Chairman-Chief Executive Officer
The shareholders, ruling in accordance with article L.22‑10‑34 II of the French Commercial Code, approve the fixed, variable or exceptional components making up the total compensation and benefits of any nature paid in the period in progress or granted for the period ended to Mr. Philippe Benacin, Chairman-Chief Executive Officer, as presented in the report on corporate governance included in part 4, paragraph 2.3 of the 2022 Universal Registration Document.
— Nineteenth resolution
Authorization to be granted to the Board of Directors to allow the Company to purchase its own shares within the framework of article L.22‑10‑62 of the French Commercial Code
The shareholders, after considering the Board of Directors' report, grant the latter an authorization for eighteen months in accordance with the provisions of articles L.22‑10‑62 et seq. and L.225‑210 et seq. of the French Commercial Code, to purchase, on one or more occasions at times of its choosing shares in the Company up to a maximum number that may not represent more than 2.5% the number of shares comprising the share capital on the date of this Meeting, and where applicable adjusted to take into account increases or reductions in the share capital that may be carried out during the period the share buyback authorization is in force.
This authorization cancels the authorization granted to the Board of Directors by the tenth ordinary resolution of the General Meeting of April 29, 2022.
Under this program, shares may be purchased for the following purposes:
- market making in the secondary market or ensuring the liquidity of the Interparfums share by an investment services provider through a liquidity agreement complying with market practice allowed by regulations, it being specified that the number of shares taken into account to calculate the above‑mentioned limit corresponds to the number of shares acquired, after deducting the number of shares resold;
- retaining shares purchased for subsequent use in exchange or as payment for possible mergers, spin‑offs, contributions or acquisitions;
-
ensuring sufficient shares are available for stock option and/or restricted share award ("attribution d'actions gratuites" or bonus share) plans (or equivalent plans) for the benefit of employees and/or corporate officers of the Group, including economic interest groups or affiliated companies, as well as all share grants in connection with a company or group employee savings plan (or equivalent plan), employee profit‑sharing schemes and/or all other forms of share grants to employees and/or corporate officers of the Group, including economic interest groups or affiliated companies;
-
ensuring that sufficient shares are available to cover requirements for securities granting entitlement to shares of the company in accordance with applicable regulations;
- canceling shares, as applicable, acquired in accordance with the authorization granted or to be granted by the extraordinary general Meeting.
These shares may be purchased by any means, including through block purchases of shares, and at times deemed appropriate by the Board of Directors, it being specified that the Board may not, without the prior authorization of the General Meeting, make use of this authorization during the period of a public tender offer initiated by a third party for the Company's shares and up until the end of the offer period.
Extraordinary resolutions
— Twentieth resolution Authority granted to the Board of Directors to issue shares through the capitalization of additional paid‑in capital, reserves or profit
The shareholders, in accordance with the conditions of quorum and majority that apply at extraordinary shareholders meetings, after having reviewed the Board of Directors' report, and in compliance with the provisions of articles L.225‑129‑2, L.225‑130 and L.22‑10‑50 of the French Commercial Code:
- 1) Grant the Board of Directors authority to decide to increase the share capital through one or several tranches and at times and according to procedures it shall determine through the capitalization of reserves, retained earnings or additional paid‑in capital or other amounts that may be capitalized, by the issuance and grant of bonus shares or the increase in the par value of existing ordinary shares, or a combination thereof.
- 2) Decide if the Board makes use of this authorization, in accordance with provisions of articles L.225‑130 and L.22‑10‑50 of the French Commercial Code, in the case of a capital increase in the form of a bonus share grant, that the fractional shares shall not be negotiable or transferable and that the corresponding security shall be sold. The proceeds of said sales will be allocated to the holders of such rights within the time limits provided for by regulation.
The Company does not intend to make use of options or derivatives.
The maximum purchase price is €125 per share. In the case of equity transactions including notably stock splits or reverse stock splits or bonus share grants to shareholders, the amount indicated above will be adjusted in the same proportions (with the multiplier being equal to the ratio between the number of shares making up the share capital before the transaction and the number of shares thereafter).
The maximum amount for the purchase of shares under this authorization is €196,581,125.
The shareholders grant all powers to the Board of Directors to proceed with these transactions, set the terms and conditions and procedures, conclude all agreements and fulfill all formalities.
- 3) Set the duration for this authorization provided for under this resolution at twenty‑six months from the date of this Meeting.
- 4) Decide that the maximum nominal amount of the capital increase under this resolution may not exceed €75 million, taking into account the nominal amount of the increase required, in accordance with the law, and, as applicable, contractual provisions providing for other cases for adjustments, to preserve the rights of holders of rights or securities giving access to the Company's capital.
- 5) Give to the Board of Directors all powers to implement this resolution and, in general, undertake all measures and formalities necessary for the successful completion of the capital increase, record its completion and amend the bylaws in consequence.
- 6) Duly note that this authorization supersedes and cancels, for the unused portion, as applicable, any prior authorization having the same purpose;
- — Twenty‑first resolution Powers for formalities
The General Meeting grants all powers to the holder of an original, a short‑form certificate or a copy of these minutes to carry out all the publication, filing and other formalities that may be required by law.
Group organization
Interparfums SA and its subsidiaries
Commercial operations are conducted largely through Interparfums SA. As part of its development, Interparfums created a wholly‑owned subsidiary in Switzerland, Interparfums Suisse Sarl. This subsidiary is the owner of the Lanvin brand name for class 3 products.
In 2010, Interparfums SA further strengthened its presence in markets and major regions by creating wholly‑owned distribution subsidiaries in Singapore (Interparfums Asia Pacific) and the United States (Interparfums Luxury Brands) respectively.
Pursuant to the Rochas brand acquisition in 2015, Interparfums SA created a subsidiary for the distribution of fragrances under this new brand in Spain (Parfums Rochas Spain SL). This entity is 51%-held.
At June 30, 2020, Interparfums acquired 25% of the capital of Divabox, specialized in e‑commerce for beauty products.
Detailed information on the percentage of voting rights is provided in section 2.3 "Breakdown of share capital and voting rights" and part 5 "Information on the Company and its capital".
History and development of the Company
— 1982
Creation of Interparfums SA in France by Philippe Benacin and Jean Madar.
— 1985
Creation of Interparfums Inc. in the United States, parent company of Interparfums SA.
— 1988
Beginning of the development of Selective Perfumery with the signature of a fragrance license agreement for the Régine's brand.
Initial public offering of Interparfums Inc. on NASDAQ in New York.
— 1993
Signature of a license agreement to create and produce perfumes under the Burberry name and distribute them worldwide.
— 1994
Listing of Interparfums SA. on the over‑the‑counter market of the Paris Stock Exchange.
— 1995
Transfer of the Company from the over‑the‑counter market to the Second Market of the Paris Stock Exchange with a rights issue.
— 1997
Signature of a license agreement to create and produce perfumes under the S.T. Dupont brand and distribute them worldwide.
— 1998
Signature of a license agreement to create and produce perfumes under the Paul Smith name and distribute them worldwide.
— 2004
Signature of a license agreement to create and produce perfumes under the Lanvin brand and distribute them worldwide.
— 2007
Signature of a license agreement to create and produce perfumes under the Van Cleef & Arpels brand and distribute them worldwide.
Acquisition of the Lanvin trademark and brand name for class 3 products (fragrances and make‑up).
— 2009
Signature of a license agreement to create and produce perfumes under the Jimmy Choo brand and distribute them worldwide.
— 2010
Signature of a license agreement to create and produce perfumes under the Montblanc brand and distribute them worldwide.
Signature of a worldwide license agreement to create and manage new and existing fragrances under the Boucheron brand.
— 2011
Signature of a license agreement to create and produce perfumes under the Balmain brand and distribute them worldwide. Signature of a license agreement to create and produce perfumes under the Repetto brand and distribute them worldwide.
— 2012
Discontinuation of the Burberry license agreement before the expiry date.
Signature of a license agreement to create and produce perfumes under the Karl Lagerfeld brand and distribute them worldwide.
— 2015
Signature of a license agreement to create and produce perfumes under the Coach name and distribute them worldwide. Acquisition of the Rochas trademark and brand name for class 3 (perfumes make‑up) and class 25 (fashion) products.
— 2019
Signature of a license agreement to create and produce perfumes under the Kate Spade brand and distribute them worldwide.
— 2020
Signature of a license agreement to create and produce perfumes under the Moncler brand and distribute them worldwide. Acquisition of 25% of the capital of Divabox, specialized in e‑commerce for beauty products.
— 2021
Acquisition of the headquarters complex at 10 rue de Solférino in Paris.
— 2022
Signature of a license agreement to create and produce perfumes under the Lacoste brand and distribute them worldwide.
Nominations and corporate awards
— 2010
Trophée Relations Investisseurs – Best Investor Relations Award for the Mid Cap category (Forum des Relations Investisseurs et Communication Financière)
— 2011
Special Award for Inspiration of the Great Place to Work Institute (Institut Great Place To Work® – Le Figaro Économie)
Mid Cap Corporate Governance Prize (Agefi)
"Boldness and Creativity Prize" given at an award ceremony by French Prime Minister, François Fillon (Fimalac – Journal des Finances)
— 2012
Trophée Relations Investisseurs – Best Investor Relations Award for the Mid Cap category (Forum des Relations Investisseurs et Communication Financière)
— 2013
Trophée Relations Investisseurs – 3rd Prize for Best Investor Relations for the Mid Cap category (Forum des Relations Investisseurs et Communication Financière)
— 2015
Trophée Relations Investisseurs – Best Investor Relations Award for the Mid Cap category (Forum des Relations Investisseurs et Communication Financière)
— 2016
Trophée Relations Investisseurs – Third Prize for the "Best Investor Relations by a CEO" (Forum des Relations Investisseurs et Communication Financière)
— 2017
Trophée Relations Investisseurs – 2nd Prize for Best Investor Relations for the Mid Cap category (Forum des Relations Investisseurs et Communication Financière)
— 2018
Strategic Vision Prize – EY Annual Entrepreneurial Awards (Île-de-France region)
— 2019
BFM Awards for export performance
— 2021
"Hall of Fame Award" given to Philippe Benacin by the American Fragrance Foundation
10 Auditors, responsibility statements and reports
| 1 — | Auditors | 169 |
|---|---|---|
| 2 — | Person responsible for the French version of the Universal Registration Document |
169 |
| 3 — | Executive officer responsible for financial information | 169 |
1 — Auditors
The Statutory Auditors having issued reports on the parent company and consolidated financial statements are:
Mazars SFECO & Fiducia Audit 61 rue Henri Renault 50, rue de Picpus 92400 Courbevoie 75012 Paris represented by Francisco Sanchez represented by Gilbert Berdugo appointed by the AGM of 1 December 2004 appointed by the AGM of May 19, 1995 reappointed by the AGM of April 26, 2019 reappointed by the AGM of April 26, 2019 expiration date: 2025 AGM expiration date: 2025 AGM
Auditors' fees are described in note 6.6 to the consolidated financial statements in part 3 of this Universal Registration Document.
2 — Person responsible for the French version of the Universal Registration Document
I declare that to the best of my knowledge the information in this Universal Registration Document is accurate and there are no omissions likely to alter its import.
I declare that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicable financial reporting standards and give a true and fair view of the assets and liabilities, financial position and results of the operations of the Company and consolidated companies and that the management report included part 1 this Universal Registration Document faithfully presents business trends, the results and financial position of the Company and describes principal risks and uncertainties they face.
Paris, March 30, 2023
Philippe Santi
Executive Vice President
3 — Executive officer responsible for financial information
Philippe Santi
Executive Vice President [email protected] 00 (33)1 53 77 00 00
Requests for information
To receive information or be added to the company's financial communications mailing list contact the Investor Relations department (attention: Karine Marty):
Telephone: +33 (0)1 53 77 00 00
From the website: www.interparfums.fr