Hermès // 2021 Universal Registration Document
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COMBINED GENERAL MEETING OF 20 APRIL 2022 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
Eighteenth resolution: Authorisation to be given to Executive Management to grant stock options The General Meeting, acting under the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Executive management report, the Statutory Auditors’ special report and the Supervisory Board’s report: resolves to authorise the Executive Management, within the 1) framework of Articles L. 225-177 to L. 225-186 and L. 22-10-56 to L. 22-10-58 of the French Commercial Code ( Code de commerce ), to grant, within the limits of the texts in force: on one or more occasions, s to employees and Executive Corporate Officers, or certain of them or s certain categories of them, of Hermès International and companies or groups related to it under the conditions referred to in Article L. 225-180 of the French Commercial Code ( Code de commerce ), options giving the right to purchase Hermès International shares acquired by the Company under the legal conditions; confirms that, pursuant to Article L. 233-32 of the French Commercial 2) Code ( Code de commerce ), this delegation may be implemented during a public offering on the shares of the Company: the period during which the Executive Management may use this s authorisation, at the time(s) it deems appropriate, is set at 38 months from the date of this meeting, the total number of options that may be granted under this s authorisation shall not be such that the number of purchase options granted under this resolution and the number of free shares granted under the 19 th resolution ("Authorisation to be given to Executive Management to grant free existing shares") represent a number of shares greater than 2% of the number of ordinary shares of the Company at the time the options are granted, without taking into account: those already allocated under previous authorisations, • those that have not been definitively allocated at the end of the • vesting period provided for in the sixth paragraph of Article L. 225-197-1 of the French Commercial Code ( Code de commerce ), those that are no longer subject to the retention obligation • provided for in the seventh paragraph of Article L. 225-197-1, I of the French Commercial Code ( Code de commerce ); the options may be exercised by the beneficiaries within a maximum s period of seven years from the date on which they are granted; the purchase price of the shares shall be set by the Executive s Management within the limits and in accordance with the terms and conditions provided for in Articles L. 225-177, paragraph 4, and L. 225-179, paragraph 2, of the French Commercial Code ( Code de commerce ), and shall be at least equal to 80% of the average listed price of the Company’s share on the regulated market of Euronext Paris
during the twenty trading sessions preceding the grant of the option, without being less than 80% of the average purchase price of the shares held by the Company in respect of purchases made under the conditions provided for in Articles L. 22-10-61 and L. 22-10-62 of said Code; to this end, the General Meeting grants the Executive Management, s within the limits set above, the broadest of powers to implement this resolution, and in particular to: determine the terms of the transaction, in particular the conditions • under which the options will be granted, the period or periods in which the options may be granted and exercised, the list of beneficiaries of the options and the number of shares that each may acquire, set the conditions for exercising options, • stipulate, where applicable, a period of non-transferability and/or • prohibition of the transfer to bearer form of shares resulting from the exercise of the options, without this period of non-transferability exceeding three years from the exercise of the option, provide for the ability to temporarily suspend the exercise of options • for a maximum period of three months in the event of financial transactions involving the exercise of a right attached to the shares; in the event of allocation to one or more Executive Chairmen: s resolves that the Executive Management must ensure that the • Company meets one or more of the conditions provided for in Article L. 22-10-58 of the French Commercial Code ( Code de commerce ), and must take all measures to this effect, resolves that the Supervisory Board must ensure that the options • cannot be exercised prior to the termination of the duties of the Executive Chairman/Chairmen concerned, or set a quantity of shares resulting from the exercise of options that the Executive Chairman/Chairmen must retain in registered form until the end of their duties, resolves that, in accordance with the Afep-Medef Corporate • the options granted will be subject to demanding performance - conditions to be met over several consecutive years and defined at the time of their allocation, the maximum percentage of shares to which the stock options - granted to the Executive Chairmen under this resolution may give right will be 0.05% of the share capital on the day of the Executive Management’s allocation decision, this sub-limit being deducted from the ceiling of 2% common to the delegations granted in the 18 th and 19 th resolutions, the Executive Chairmen must make a formal commitment not to - use any risk hedging operations either for the options or the shares resulting from the exercise of options, and until the end of the share retention period set; Governance Code, to which the Company has adhered: the option exercise price will not include any discount, -
492 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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