HERMÈS - 2020 Universal registration document
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COMBINED GENERAL MEETING OF 4 MAY 2021 STATUTORY AUDITORS’ REPORTS
REPORT OF THE STATUTORY AUDITORS ON THE ISSUANCE OF SHARES AND/OR OTHER SECURITIES GIVING ACCESS TO THE SHARE CAPITAL WITH OR WITHOUT PREEMPTIVE SUBSCRIPTION RIGHTS (NINETEENTH, TWENTIETH, TWENTY-SECOND AND TWENTY-THIRD RESOLUTIONS) This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. 8.4.6
it being specified that these securities may be issued for the purpose • of compensating securities that may be contributed to the company as part of a public offering comprising an exchange component meeting the conditions set out in Article L. 22-10-54 of the French Commercial Code ( Code de commerce ). the issue, with shareholders' preemptive subscription rights cancelled s (twenty-second resolution) by an offering referred to Article L. 411-2 1 of the French Monetary and Financial Code ( Code monétaire et financier ) (private placement) and within the limit of 20% of the share capital per year, 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 of new ordinary shares of the company and/or securities that are equity securities of the company giving access to other equity securities and/or giving entitlement to the allocation of debt securities of the company and/or securities representing a debt obligation or giving access or that may give access to equity securities to be issued; it being specified that, in accordance with Article L. 228-93 • paragraph 1 of the French Commercial Code ( Code de commerce ), securities to be issued may give access to equity securities to be issued by any company in which the company directly or indirectly owns more than half of the share capital; the issue (twenty-third resolution), on one or more occasions, in the s proportions and at the times that it sees fit, both in France and abroad and/or on the international market, in euros or any other currency or monetary unit established with reference to several currencies, free of charge or for consideration, of ordinary shares of the company and/or securities that are equity securities of the company giving access to other equity securities and/or giving entitlement to the allocation of debt securities of the company and/or securities representing a debt obligation or giving access or that may give access to equity securities to be issued, with a view to compensating contributions in kind granted to the company. The total nominal amount of capital increases that may be carried out immediately or in the future may not exceed 40% of the share capital at the date of this meeting for the nineteenth and twentieth resolutions, 20% of the share capital at the date of this meeting for the twenty-second resolution, 10% of the share capital at the date of this meeting for the twenty-third resolution, it being specified that capital increases carried out under these delegations will be deducted from the common limit provided for in the nineteenth resolution and corresponding to 40% of the share capital at the date of this meeting for the nineteenth, twentieth, twenty-first, twenty-second, twenty-third and twenty-fifth resolutions.
Combined General Meeting of 4 May 2021 - nineteenth, twentieth, twenty-second and twenty-third resolutions To the General Meeting of Hermès International, In our capacity as Statutory Auditors of your company and pursuant to the mission provided for by Articles L. 228-92 and L. 225-135 et seq. and also L. 22-10-52 of the French Commercial Code ( Code de commerce ), we present our report on the proposals to delegate authority to the Executive Management to decide on various issues of shares and/or securities, operations on which you are asked to vote. On the basis of its report and the Supervisory Board report, your Executive Management asks that you delegate to it, under the oversight of the Supervisory Board and the Executive Management Board of Émile Hermès SARL, Active Partner, for a period of 26 months from the date of this meeting, the authority to decide on the following operations and set the final terms and conditions of these issues, and asks, where applicable, that you cancel your preemptive subscription rights: the issue, with maintenance of preemptive subscription rights s (nineteenth resolution), 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, in euros or any other currency or monetary unit established with reference to several currencies, free of charge or for consideration, of ordinary shares of the company and/or securities that are equity securities of the company giving access to other equity securities and/or giving entitlement to the allocation of debt securities of the company and/or securities representing a debt obligation or giving access or that may give access to equity securities to be issued; the issue, with preemptive subscription rights cancelled (twentieth s resolution), 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, in euros or any other currency or monetary unit established with reference to several currencies, free of charge or for consideration, of ordinary shares of the company and/or securities giving access to other equity securities of the company and/or giving entitlement to the allocation of debt securities of the company giving access to other equity securities and/or securities representing a debt obligation giving access or that may give access to equity securities of the company to be issued and/or existing equity securities and/or debt securities of the company; it being specified that, in accordance with Article L. 228-93 • paragraph 1 of the French Commercial Code ( Code de commerce ), securities to be issued may give access to equity securities to be issued by any company in which the company directly or indirectly owns more than half of the share capital;
502 2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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