HERMÈS - 2018 Registration document

Combined General Meeting of 4 June 2019

Statutory Auditors’ reports

8.4.8 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR VARIOUS MARKETABLE SECURITIES GIVING ACCESS TO CAPITAL WHILE CANCELLING PREFERENTIAL SUBSCRIPTION RIGHTS (19TH RESOLUTION) 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. To the Shareholders 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. of the French Commercial Code ( Code de commerce ), we present our report on the proposal to delegate authority to the Executive Management to make various issues of shares and/or marketable securities while cancelling preferential subscription rights, being transactions on which you are asked to make a decision. On the basis of its report, your Executive Management proposes that you delegate to it, under the control of the Supervisory Board and the Executive Management Board of Emile Hermès SARL, Active Partner, for a period of twenty-six months with effect from the date of this Meeting, the authority to decideon the following transactionand todetermine the final conditions of this issue, andproposes the cancellationof your preferential subscription rights: s s issue, cancelling shareholders’ preferential right of subscription, through an offering qualifying as a “private placement” as described in Article L. 411-2 II of the French Monetary and Financial Code, and subject to a limit of 20% of the capital per annum, on one or more occasions, in such proportions and at such times as it may determine, both in France and abroad and/or on the international market, either in euros or in any other currency or monetary unit established by reference to several currencies, free or for valuable consideration, of ordinary shares of the com- pany and/or marketable securities that are equity instruments of the company giving access to other equity instruments and/or giving the right to the allocation of debt securities of the company and/or of marketable securities giving access to equity instruments to be issued; it being spe- cified that the marketable securities giving access to the capital of the company may be issued as a result of the issue, by any company directly or indirectly holding more than half its capital or of which it directly or indirectly holds more than half the capital, giving the right to the allocation of debt securities or marketable securities giving access to equity instruments of the Company to be issued representative of a debt claim giving access to or liable to give access to equity securities to be issued by the company: • • it being specified that, in accordance with Article L. 228-93 paragraph 1 of the French Commercial Code, marketable securities to be issued which could give access to equity securities to be issued by any company in which the company owns directly or indirectly more than half of the capital. The overall nominal amount of such capital increases as may be carried out immediately or in due course may not, as per the 19 th resolution, exceed 20% of the share capital at the date of this Meeting, it being specified that capital increases made in accordance with this delegation of authority will be offset against the common ceiling provided for in the 16 th resolution and corresponding to 40% of the authorized share capital on the date of this General Meeting for the 16 th , 17 th , 18 th , 19 th and 20 th resolutions. The overall nominal amount of such debt securities as may be issued may not, as per the 19 th resolution, exceed €1 billion, it being specified that issues made in accordance with this delegation of authority will be offset against the common ceiling provided for in the 16 th resolution of one billion euros for the 16 th , 17 th , 18 th , 19 th and 20 th resolutions. It is the responsibility of the Executive Management to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code ( Code de commerce ). Our role is to express an opinion on the sincerity of the figures derived from the accounts, on the proposed cancellation of preferential subscription rights and on certain other information relating to the operations presented in this report. WehavecarriedouttheproceduresweconsiderednecessaryforthistaskpursuanttotheprofessionalstandardsoftheFrenchNationalInstituteofStatutory Auditors ( Compagnie nationale des commissaires aux comptes ) regarding this assignment. These procedures consisted in verifying the content of the ExecutiveManagement report as it relates to these transactions and themethods used to determine the issue price of the equity instruments to be issued. Subject to our subsequent review of the terms and conditions of the issues decided upon, we have no comments to make on the determination of the issue price of the equity securities to be issued presented in the report of the Executive Management in respect of the 19 th resolution. Since the definitive conditions on which the issues will be carried out have not been set, we do not express an opinion on them, nor, consequently, on the proposal to cancel the preferential subscription rights put to you in this resolution. In accordance with Article L. 225-116 of the French Commercial Code ( Code de commerce ), we will prepare a supplementary report, if necessary, upon the use of these delegated powers by your Executive Management in the event of an issue of marketable securities that are equity securities giving access to other equity securities or giving an entitlement to an allocation of debt securities, in the event of an issue of marketable securities giving access to equity securities to be issued and in the event of a share issue with waiver of the preferential subscription rights. Neuilly-sur-Seine, 9 April 2019 The Statutory Auditors PricewaterhouseCoopers Audit Didier Kling & Associés A member of Grant Thornton Olivier Auberty Vincent Frambourt Guillaume Giné

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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