HERMÈS - 2018 Registration document

Combined General Meeting of 4 June 2019

Purpose and draft resolutions

c) securities representing an entitlement, governed or not by Articles L. 228-91 et seq. of the French Commercial Code ( Code de commerce ), giving access or liable to give access to equity secu- rities to be issued by the Company, with such securities also being liable, where applicable, to give access to existing equity securities and/or debt securities of the Company; 2) resolves that the subscriptionof the shares andother securities refer- red to in paragraph 1 of this resolution may be carried out in cash, by offsetting against liquid and payable claims on the Company, or in part by capitalisation of reserves, profits or share premiums; 3) resolves that the par value of the capital increases likely to be perfor- med immediately and/or in the future under this delegation may not exceed 40% of the share capital on the date of this meeting (indivi- dual limit); 4) resolves that the amount of the share capital increases likely to be performed immediately and/or in the future under the sixteenth reso- lution (issue of securities with maintenance of preferential subscrip- tion rights), seventeenth resolution (issue of securities with cancella- tion of preferential subscription rights), eighteenth resolution (capital increase reserved for members of a company or group savings plan), nineteenth resolution (issue of securities by private placement) and twentieth resolution (issue of securities in order to compensate contributions in kind) submitted to this meeting may not exceed 40% of the share capital on the date of the meeting (common limit) or the equivalent value of this amount in case of an issue in foreign cur- rency or in units of account set with reference to several currencies, to which is added, where appropriate, the nominal value of the addi- tional shares to be issued in order to preserve the rights of holders of securities giving entitlement to shares, in accordance with legal and regulatory provisions or, where appropriate, with contractual stipula- tions providing for other cases of adjustment; 5) resolves that the maximum nominal amount of debt securities liable to be issued immediately and/or in the future under this delegation may not be higher than one billion euros (€1,000 million) (individual limit) or higher than the equivalent value of this amount in case of an issue in foreign currency or in units of account set with reference to several currencies, this amount being increased, where required, by any redemption premium above par; 6) resolves that the maximum par value of the debt securities that are liable to be issued under the sixteenth resolution (issue of securities with maintenance of preferential subscription rights), seventeenth resolution (issue of securities with cancellation of preferential subscription rights), eighteenth resolution (capital increase reser- ved for members of a company or group savings plan), nineteenth resolution (issue of securities by private placement) and twentieth resolution (issue of securities in order to compensate contributions in kind) submitted to this meeting may not exceed one billion euros (€1,000million) (common limit), with thedebt securitiesbeing issued in euros, a foreign currency or units of account set with reference to several currencies;

7) resolves that in case of a subscription offer, shareholders may exer- cise, under the terms and conditions stipulated by law, their prefe- rential subscription rights on an irreducible basis, knowing that the ExecutiveManagement will have the ability to grant shareholders the right to subscribe on a reducible basis a number of securities higher than that for which they may apply on an irreducible basis, proportio- nally to the subscription rights they hold and, in any case, within the limit of their application; 8) resolves that if the irreducible subscriptions and, where applicable, the reducible subscriptions have not absorbed the totality of an issue of securities, the Executive Management may use, in the order that it deems fit, one and/or another of the options provided for in the regu- latory and legal provisions in force at the time, including offering to the public all or a portion of the unsubscribed shares; 9) resolves that issues of Company equity warrants in accordance with Article L. 228-91 of the French Commercial Code ( Code de com- merce ) may be carried out either by an offer of subscription under the terms and conditions stipulated above or by a free allocation to owners of existing shares. In case of a free allocation of warrants, the Executive Management will be able to decide that the allocation rights forming fractional amounts will not be tradable and that the corresponding warrants will be sold; the sums generated by the sale being allocated to the holders of the rights under the terms and condi- tions stipulated by the legal and regulatory provisions in force at the time; 10) notes and resolves, as necessary, that, where appropriate, the afo- rementioned delegation automatically constitutes, in favour of the holders of securities carrying rights in the future to Company shares that are liable to be issued, the waiver by the shareholders of their preferential subscription rights to shares that will be issued upon presentation of these securities; 11) resolves that the sum receivable or that should be receivable by the Company for each of the shares to be issued under this delegation, after taking into account, in the case of the issue of detachable share subscription warrants, the issue price of such warrants, will in all cases be at least equal to the par value of the share or the pro- portion of the share capital that it represents; 12) resolves, with respect to securities carrying rights to the share capital, having reviewed the Executive Management’s report, 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; 13) grants the Executive Management the broadest of powers to imple- ment this delegation, specifically, with the purpose of: • • deciding and determining the dates and procedures of the issues and the form and characteristics of the securities to be created, determining the terms and conditions and prices of the issues, setting the amounts to be issued,

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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