Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
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COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
The vesting period for the shares allocated may not be less than two years, with the Executive Management being authorised to reduce the vesting period to one year, if the allocation of shares is accompanied by a mandatory retention period of a minimum of one year. The mandatory retention period for shares may not be less than one year, with the Executive Management being authorised to reduce it or eliminate it, under the conditions and limits provided for by the law in force on the date of the allocation decision, except for the specific cases set out in the resolution. In accordance with Article L.233‑32 of the French Commercial Code ( Code de commerce ), this delegation of authority may be implemented during a public offering on the shares of the Company. In the event of allocation to one or more Executive Chairmen: the Company must fulfil one or more of the conditions provided for in Article L.22‑10‑60 of the French Commercial Code ( Code de commerce ), namely: 1) either grant free shares to all of the Company’s employees and to at least 90% of the employees of its French subsidiaries, or s either grant stock options to the employees referred to above (in accordance with the authorisation given to Executive Management to grant stock options to employees and Executive Corporate Officers of the Company and its subsidiaries at the time of the Combined General Meeting of 20April 2022 (eighteenth resolution)), s provide the above‑mentioned employees with a unilateral contribution to the company savings plan, or s improve (or set up, where applicable) the terms of employee incentive and/or profit‑sharing schemes of the Company and its French subsidiaries; s 2) in accordance with the provisions of Article L.225‑197‑1, II of the French Commercial Code ( Code de commerce ), the Supervisory Board must ensure that the allocated shares cannot be sold prior to the termination of the duties of the Executive Chairmen, or shall set a quantity of these shares that the latter must hold in registered form until the termination of their duties; 3) in addition, in accordance with the Afep‑Medef Corporate Governance Code, to which the Company has adhered: the free shares allocated will be subject to demanding performance conditions to be met over several years and defined at the time of their allocation, the maximum percentage of free shares that may be allocated will be 0.05%, this sub‑limit being deducted from the 2% ceiling common to this resolution and to the eighteenth resolution approved by the Combined General Meeting of 20April 2022 (“Authorisation to be granted to the Executive Management to grant stock options”) , s the beneficiary Executive Chairmen must make a formal commitment not to use any risk hedging operations relating to their performance‑based shares, and until the end of the share retention period. s This authorisation would be valid for 38 months from the date of the General Meeting. The Statutory Auditors’ report on the twenty‑eighth resolution is presented in the 2022 universal registration document (chapter 8 “Combined General Meeting of 20April 2023”, §8.4.7).
Twentieth resolution: Delegation of authority to the Executive Management to increase the share capital by incorporation of reserves, profits and/or premiums and free allocation of shares and/or increase in the par value of existing shares The General Meeting, acting in accordance with Articles L.225‑129, L.225‑129‑2 and L.22‑10‑50 of the French Commercial Code ( Code de commerce ), the quorum and majority requirements applicable to Ordinary General Meetings, having reviewed the Executive Management report and the Supervisory Board’s report: delegates to the Executive Management, under the supervision of the Company’s Supervisory Board and the Executive Management Board of Émile Hermès SAS, Active Partner, the authority to increase the share capital, on one or more occasions, at the times and according to the terms and conditions that it shall determine, by the successive or simultaneous incorporation into the share capital of all or part of the reserves, profits or premiums from the issue, merger or contribution, or other whose capitalisation would be legally and by statute permitted, to be carried out by creating and allocating free shares or by increasing the par value of existing shares or by the joint use of these two processes; 1)
resolves that in the event of a capital increase giving rise to the allocation of new free shares, those of these shares that will be allocated on account of existing shares with double voting rights will benefit from this right as soon as they are issued; 2) delegates to the Executive Management the power to decide, in the event of a capital increase giving rise to the allocation of new free shares, that the rights forming fractional shares shall not be negotiable and that the corresponding shares shall be sold; the sums resulting from the sale being allocated to the holders of the rights under the conditions provided for by the legal and regulatory provisions; 3) in the event that the Executive Management uses this delegation of authority, delegates to the Executive Management the power to make any adjustments to take into account the impact of transactions on the Company’s share capital, in particular changes in the par value of the shares, capital increases by incorporation of reserves, allocation of free shares, stock split or reverse stock split, distribution of reserves or any other assets, capital amortisation, or any other transaction involving equity, and set the terms and conditions under which, where applicable, the 4)
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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