HERMÈS - 2020 Universal registration document
COMBINED GENERAL MEETING OF 4 MAY 2021 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
submitted to this meeting may not exceed 40% of the share capital at the date of the meeting (common limit), or the equivalent of this amount in the event of an issue in foreign currency or in units of account set with reference to several currencies, plus, where applicable, the nominal amount of additional shares to be issued to preserve the rights of holders of securities giving entitlement to shares, in accordance with legal and regulatory provisions or, where applicable, contractual stipulations providing for other cases of adjustment; resolves that the maximum nominal amount of debt securities that 5) may be issued immediately and/or in future under this delegation may not exceed one billion euros (€1,000 million) (individual limit), or the equivalent of this amount in the event of an issue in foreign currency or in units of account set with reference to several currencies, this amount being increased, where applicable, by any redemption premium above par; resolves that the maximum nominal amount of debt securities that 6) may be issued under the nineteenth resolution (issue of securities with maintenance of preemptive subscription rights), twentieth resolution (issue of securities with preemptive subscription rights cancelled), twenty-first resolution (capital increase reserved for members of a company or group savings plan), twenty-second resolution (issue of securities by private placement) and the twenty-third resolution (issue of securities to compensate contributions in kind) submitted to this meeting, may not exceed one billion euros (€1,000 million) (common limit), as debt securities may be issued in euros, in foreign currencies or in units of account set with reference to several currencies; resolves that in the event of a subscription offer, shareholders may, 7) under the conditions provided for by law, exercise their preemptive subscription rights on an irreducible basis, with the knowledge that the Executive Management will have the ability to grant shareholders the right to subscribe on a pro-rated basis a higher number of securities than that to which they could subscribe on an irreducible basis, in proportion to the subscription rights they hold and, in any case, within the limit of their request; resolves that, if subscriptions on an irreducible basis and, where 8) applicable, on a pro-rated basis, have not absorbed the entire issue of securities, the Executive Management may use, in the order it deems appropriate, one or more of the options offered by the legal and regulatory provisions then in force, in particular Article L. 225-134 of the French Commercial Code (Code de commerce) : limit the issue to the amount of the subscriptions under the s conditions provided for by the law in force at the time this delegation is used, distribute as it chooses, in whole or in part, the unsubscribed shares, s unless the meeting decides otherwise,
offer all or part of the unsubscribed shares to the public, when the s meeting has expressly admitted such a possibility; resolves that the Company’s share subscription warrants may be 9) issued either by subscription offer in accordance with the aforementioned conditions, or by free allocation to the holders of existing shares. In the event of a free allocation of warrants, the Executive Management will have the ability to decide that fractional rights will not be tradable and that the corresponding warrants will be sold, the sums resulting from such sale being allocated to the holders of rights under the conditions provided for by the legal and regulatory provisions applicable at the time; notes and decides, as necessary, that, where applicable, the 10) aforementioned delegation automatically entails the waiver by shareholders, in favour of the holders of securities giving future access to Company shares that may be issued, of their preemptive subscription rights to the shares to be issued upon presentation of these securities; resolves that the amount paid or to be paid to the Company for each 11) of the shares issued under this delegation, after taking into account, in the event of the issuance of independent share subscription warrants, the issue price of said warrants, will in any event be at least equal to the par value of the share or the portion of the share capital that it represents; decides, with regard to the securities giving access to the share 12) capital, having reviewed the report of the Executive Management, that the subscription price of such securities will be determined by the Executive Management on the basis of the value of the Company’s share as defined in paragraph 11 above; grants the Executive Management the broadest of powers to 13) implement this delegation, in particular to: decide and determine the dates and terms of the issues as well as s the form and characteristics of the securities to be created, determine the terms and conditions and price of the issues, set the amounts to be issued, determine the dividend entitlement date, with or without retroactive s effect, of the securities to be issued and, where applicable, the conditions for their repurchase, suspend, where applicable, the exercise of the share allocation rights attached to the securities to be issued for a period not exceeding three months, set the terms and conditions under which, where appropriate, the s rights of holders of securities giving future access to the share capital will be preserved, in accordance with legal and regulatory provisions, generally, take all necessary measures, carry out all necessary s formalities, enter into all agreements to successfully complete the planned issues, record the capital increase(s) resulting from any issue carried out by use of this delegation of authority and modify the Articles of Association accordingly;
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2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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