HERMÈS - 2020 Universal registration document
8
COMBINED GENERAL MEETING OF 4 MAY 2021 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
decides that, in the event of the issuance of debt securities, the 14) Executive Management shall have full powers to determine their characteristics and in particular to decide whether or not they will be subordinated, to set their interest rate, their term, the redemption price, fixed or variable, with or without premium, and the terms of amortisation according to market conditions, the conditions under which these securities will give entitlement to shares in the Company as well as to modify, during the lifetime of the securities concerned, the aforementioned terms and conditions, in accordance with applicable formalities; resolves that the Executive Management may also charge the share 15) and securities issue costs against the amount of the premiums relating to the capital increases, deducting from these premiums the sums necessary to increase the legal reserve to one-tenth of the amount of capital resulting from these increases; grants full powers to the Executive Management to request the 16) admission to trading on a regulated market of securities created under this resolution, wherever it may so advise; confirms that, pursuant to Article L. 233-32 of the French Commercial 17) Code (Code de commerce) , this delegation may be implemented during a public offering on the shares of the Company; resolves that this delegation of authority granted to the Executive 18) Management is valid for a period of 26 months from the date of this meeting. This delegation cancels and replaces, for the remaining term and the unused portion, the authorisation granted by the Combined General Meeting of 4 June 2019 in its sixteenth resolution (issue of securities with maintenance of preemptive subscription rights). Twentieth resolution: Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital with preemptive subscription rights cancelled but with the ability to establish a priority period, by public offering (other than that referred to in Article L. 411-2, 1 of the French Monetary and Financial Code ( Code monétaire et financier )) The General Meeting, acting under the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Executive Management report, the Supervisory Board’s report and the Statutory Auditors’ report, prepared in accordance with the law and the provisions of Articles L. 225-129, L. 225 129-2 et seq., L. 225-135, L. 125-136 et seq., L. 22-10-51, L. 22-10-52, L. 22-10-54 and L. 228-91 seq. of the French Commercial Code ( Code de commerce ): delegates to the Executive Management, under the oversight of the 1) Supervisory Board of the Company and the Executive Management Board of the company Émile Hermès SARL, Active Partner, the authority to decide to increase the share capital with preemptive subscription rights cancelled and by public offering (other than that referred to in Article L. 411-2 1 of the French Monetary and Financial Code ( Code monétaire et financier )), on one or more occasions, in the proportions and at the times that it sees fit, both in France and abroad and/or on the international market, either in euros, or in any
other currency or monetary unit established with reference to several currencies, through the issue, free of charge or for consideration: a) of new ordinary shares of the Company, b) of securities governed by Articles L. 228-91 et seq. of the French Commercial Code ( Code de commerce ), which are equity securities of the 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 c) of securities representing a debt obligation governed or not by articles L. 228-91 et seq. of the French Commercial Code (Code de commerce) , 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 issued pursuant to Article L. 228-92 paragraph 1 of the French Commercial Code (Code de commerce) , free of charge or for consideration and to be paid-up in cash or by offsetting against liquid and payable receivables from the Company: comprising equity securities giving immediate and/or future access to s other equity securities or giving entitlement to the allocation of debt securities, or if they give access to equity securities to be issued; s resolves that the subscription of the shares and other securities 2) referred to in paragraph 1) of this resolution may be made either in cash, or by offsetting against liquid and due claims on the Company; resolves that these issues may also be carried out: 3) for the purpose of compensating securities that may be contributed to s the Company as part of a public offering including an exchange component in accordance with the provisions of Article L. 22-10-54 of the French Commercial Code ( Code de commerce ), following the issue, by one of the companies in which the Company s directly or indirectly holds, at the time of the issue, more than half of the share capital, securities giving access to Company shares or securities referred to in b) and c) of paragraph 1 above, in accordance with the terms and conditions provided for in Article L. 228-93 of the French Commercial Code ( Code de commerce ). The issuance by said companies of the aforementioned securities shall automatically entail, in favour of the holders of these securities, the waiver by the shareholders of the Company of their preemptive subscription rights to the ordinary shares or securities referred to in b) and c) of paragraph 1 above to which the securities thus issued by these companies will give entitlement, as well as to shares in the Company yet to be issued, to which the securities referred to in b) and c) of paragraph 1 above would give entitlement; resolves to waive, under this delegation, the preemptive subscription 4) rights of shareholders to the securities to be issued, it being understood that the Executive Management may grant shareholders a priority subscription option for all or part of the issue, for a period and under terms and conditions that it will set in accordance with legal and regulatory provisions. This priority subscription will not give rise to the creation of negotiable rights, but may, if the Executive Management so deems appropriate, be exercised on both an irreducible and pro-rated basis. Securities not subscribed under this right will be the subject of a public placement;
488 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
Made with FlippingBook HTML5