HERMÈS - 2020 Universal registration document
8
COMBINED GENERAL MEETING OF 4 MAY 2021 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
securities governed by Articles L. 228-91 et seq. of the French Commercial Code ( Code de commerce ), which are equity securities of the s Company giving access, immediately and/or in future, to other equity securities of the Company and/or giving entitlement to the allotment of the Company’s debt securities; and/or securities representing a debt obligation governed or not by Articles L. 228-91 et seq. of the French Commercial Code ( Code de commerce ), s giving access to or liable to give access to equity securities to be issued by the Company; these securities may, where appropriate, also give access to existing equity securities and/or debt securities of the Company, within the limits set out below. The issue of securities that are debt securities giving entitlement to the allocation of other debt securities or existing equity securities may be decided by the Executive Management under the conditions provided for in Article L. 228-40 of the French Commercial Code ( Code de commerce ) if the issue is an issue of bonds or investment securities, for which authorisation by the General Meeting is not required. These issues may include the maintenance of shareholders’ preemptive subscription rights (nineteenth resolution), or the cancellation of shareholders’ preemptive subscription rights (twentieth resolution). You are asked to cancel preemptive subscription rights in order to speed up the issue placement process and thereby increase the chances of such issues being successful. However, we would like to point out that in all cases of issues without preemptive subscription rights: the Executive Management may grant shareholders a priority right to subscribe for shares, • the amount paid or to be paid to the Company for each of the shares that may be issued, after taking into account, in the event of the • issuance of independent share subscription warrants, the issue price of said warrants, must be at least equal to the weighted average share price of the last three trading sessions on the regulated Euronext Paris market preceding the setting of the subscription price for the capital increase, which may be reduced by a maximum discount of 10% in accordance with the regulations in force. You are also asked to renew the customary delegation allowing the Company to increase the share capital by incorporating reserves (eighteenth resolution) within the limits defined above. In accordance with Article L. 233-32 of the French Commercial Code ( Code de commerce) , this delegation of authority may be implemented during a public offering on the shares of the Company. The Statutory Auditors’ report on the ninettenth and twentieth resolutions is presented in the 2020 Universal Registration Document, (chapter 8 “Combined General Meeting of 4 May 2021”, § 8.4.6). Capital increase in favour of members of a company savings plan with preemptive subscription rights cancelled In the twenty-first resolution, you are asked to delegate to the Executive Management all powers to carry out, under the oversight of the Supervisory Board of the Company and the Executive Management Board of the company Émile Hermès SARL, Active Partner, a capital increase reserved for employees and Corporate Officers under the conditions set out in Article L. 225-129-6 of the French Commercial Code ( Code de commerce ), when these employees belong to a company or group savings plan, within the limits defined above. The maximum discount authorised by applicable laws will be applied to the subscription price. In accordance with Article L. 233-32 of the French Commercial Code ( Code de commerce ), this delegation of authority may be implemented during a public offering on the shares of the Company. The Statutory Auditors’ report on the twenty-first resolution is presented in the 2020 Universal Registration Document, (chapter 8 “Combined General Meeting of 4 May 2021”, § 8.4.6). Issues of securities (by private placement or to compensate contributions in kind) In the twenty-second resolution, you are asked to delegate to the Executive Management, in accordance with the provisions of Article L. 22-10-52 of the French Commercial Code ( Code de commerce ) and Article L. 411-2 of the French Monetary and Financial Code ( Code monétaire et financier ) and under the oversight of the Company’s Supervisory Board and the Executive Management Board of the company Émile Hermès SARL, Active Partner, the authority to decide on the issue of shares and/or any other securities giving access to the share capital, with shareholders’ preemptive subscription rights cancelled, by means of a private placement reserved for qualified investors or a restricted circle of investors, as defined by Article L. 411-1, 1 of the French Monetary and Financial Code ( Code monétaire et financier ), within the limits defined above. This resolution would allow the Company to benefit from all opportunities to potentially include an investor, an economic, commercial or financial partner, classified as a qualified investor, in the Company’s share capital. The issue price would be at least equal to the weighted average share price of the last three trading sessions preceding the issue, less a maximum discount of 10%. The Statutory Auditors’ report on the twenty-second resolution is presented in the 2020 Universal Registration Document, (chapter 8 “Combined General Meeting of 4 May 2021”, § 8.4.6). In the twenty-third resolution, you are asked to delegate to the Executive Management, under the conditions provided for by the provisions of Article L. 225-129 et seq., and Article L. 22-10-53 of the French Commercial Code ( Code de commerce ), and under the oversight of the Supervisory Board of the Company and the Executive Management Board of the company Émile Hermès SARL, Active Partner, the authority to issue shares and/or securities giving access to the share capital, with preemptive subscription rights cancelled, in order to compensate contributions in kind granted to the Company, within the limits defined above.
484 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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