Hermès // 2021 Universal Registration Document
COMBINED GENERAL MEETING OF 20 APRIL 2022 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
FOURTH RESOLUTION: ALLOCATION OF NET INCOME – DISTRIBUTION OF AN ORDINARY DIVIDEND
Explanatory statement In the fourth resolution, we submit for your approval the allocation of net income for the period, in the amount of €1,165,343,741.66. Of this amount, pursuant to the Articles of Association, the sum of €7,807,803.07 is to be distributed to the Active partner. We invite you to allocate €200,000,000.00 to other reserves. The Supervisory Board proposes that you set the ordinary dividend at €8.00 per share. The proposed distribution would thus be €844,555,296.00. For shareholder beneficiaries who are natural persons fiscally domiciled in France, this entire dividend will be subject to a single flat-rate withholding tax at the overall rate of 30%. The latter will consist in the application of tax on the income paid as an interim payment (so-called flat-rate withholding tax) withheld at source at a single flat rate of 12.8% of gross revenue, to which will be added social security withholdings of 17.2%. This flat-rate taxation at the single rate of 12.8% will be automatically applicable unless the progressive tax scale is opted for overall, allowing the taxpayer to benefit from the 40% 1 tax allowance. For shareholders who are not fiscally domiciled in France, the dividend distributed is subject to withholding tax at source at one of the rates specified in Article 187 of the French General Tax Code ( Code général des impôts ), in accordance with Article 119 bis of said Code, which may be reduced in application of any tax agreement concluded between France and the State in which the beneficiary is fiscally resident. An interim dividend of €2.50 per share having been paid on 23 February 2022, the balance of the ordinary dividend, i.e. €5.50 per share, will be detached from the share on 25 April 2022 and will be payable in cash on 27 April 2022 on the positions closed in the evening of 26 April 2022. As Hermès International is not entitled to receive dividends for shares held in treasury, the corresponding sums will be transferred to “Retained earnings” on the date the dividend becomes payable. We note that the five-year summary of the Company’s financial data required under Article R. 225-102 of the French Commercial Code ( Code de commerce ) is presented in the 2021 universal registration document (chapter 6 “Parent company financial statements”, § 6.6). 1. Within the scope of the single flat-rate withholding tax, taxpayers may opt, expressly and irrevocably before the deadline for the declaration and overall for all their income defined in Article 200-A-1 of the French General Tax Code (Code général des impôts) , for their income to be taxed using the progressive income tax scale, in accordance with Article 200-A-2 of the French General Tax Code.
Fourth resolution: Allocation of net income – Distribution of an ordinary dividend The General Meeting, acting under the quorum and majority requirements applicable to Ordinary General Meetings, noting that the profit for the year amounts to €1,165,343,741.66 and that the previous retained earnings amounts to €2,382,784,505.12, and after noting that the legal reserve is fully funded, approves the allocation of these amounts, representing distributable profits in the amount of €3,548,128,246.78, as proposed by the Supervisory Board, namely: to the Active partner, pursuant to Article 26 of the Articles of s Association, in the amount of €7,807,803.07;
to the shareholders, an “ordinary” dividend of €8.00 per share, i.e. s €844,555,296.00 1. ; allocation to other reserves of the sum of €200,000,000.00; s the balance to the “Retained earnings” account, i.e. s €2,495,765,147.71; together €3,548,128,246.78. s
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The total amount of the distribution is calculated on the basis of the number of shares comprising the share capital at 31 December 2021, i.e. 105,569,412 shares, and 1. may vary if the number of shares giving entitlement to dividends changes between 1 January 2022 and the ex-dividend date, depending in particular on the change in the number of treasury shares, which do not give entitlement to dividends in accordance with the provisions of Article L. 225-210 paragraph 4 of the French Commercial Code.
2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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