HERMÈS - 2020 Universal registration document

COMBINED GENERAL MEETING OF 4 MAY 2021 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS

resolves that the nominal amount of capital increases that may be 5) carried out immediately and/or in future under this delegation may not exceed 40% of the share capital at the date of this meeting, with capital increases carried out pursuant to this delegation being deducted from the limit referred to in paragraph 4) of the nineteenth resolution (issue of securities with maintenance of preemptive subscription rights) submitted to this meeting, or the equivalent value in the event of an issue in foreign currency or in units of account set with reference to several currencies, an amount to which will be added, 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; further resolves that the maximum nominal amount of debt securities 6) that may be issued 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, and the amount of issues carried out in accordance with this delegation being deducted from the common limit referred to in paragraph 6) of the nineteenth resolution (issue of securities with maintenance of preemptive subscription rights) submitted to this meeting, with the possibility of debt securities being issued in euros, in foreign currency or in units of account set with reference to several currencies; notes and decides, as necessary, that, where applicable, the 7) 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, in the event of an immediate or future issue of shares 8) (i) the issue price for each of the shares issued under this delegation shall be at least equal to the minimum amount provided for by laws and regulations in force at the time the delegation is used (to date, 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%), it being specified that for public offerings as defined in Article L. 411-2 of the French Monetary and Financial ( Code monétaire et financier ) the price will also be determined in the same way, and that (ii) the issue price of the securities giving access to the share capital will be such that the amount received immediately by the Company, increased, where applicable, by that liable to be received subsequently by the Company, will be, for each share issued as a result of the issue of these other securities, at least equal to the minimum issue price defined in paragraph (i) above; decides that if the subscriptions of shareholders and the public have 9) not absorbed the entire issue of securities, the Executive

Management may use one or more of the following options, in the order it determines: 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, freely distribute all or part of the unsubscribed shares among the s persons of its choice; grants the Executive Management the broadest of powers to 10) 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, in the event of an issue of securities for the purpose of compensating s securities contributed as part of a public offering with an exchange component (OPE), draw up the list of securities that may be tendered to the exchange, set the terms and conditions of the issue, the exchange ratio and, where applicable, the amount of the cash balance to be paid without the price determination methods in paragraph 8 of this resolution being applied and determine the terms and conditions of the issue as part of a public exchange offering, an alternative purchase or exchange offering, or a single offering proposing the purchase or exchange of the securities in question for a settlement in securities and in cash, or primarily a public tender (OPA) or exchange offering, together with a subsidiary OPE or OPA, or any other form of public offering in accordance with the law and regulations applicable to said public offering, 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; decides that, in the event of the issuance of debt securities, the 11) 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;

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2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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