Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
This delegation cancels, for the remaining term and up to the unused portion, and replaces the delegation granted by the Combined General Meeting of 4May 2021 in its eighteenth resolution (capital increase by incorporation of reserves). Twenty‑first resolution Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital with preemptive subscription rights maintained The General Meeting, acting under the quorum and majority requirements applicable to Extraordinary General Meetings, having reviewed the Executive Management report, the Supervisory Board’s report and the Statutory Auditors’ report, prepared in accordance with the law, and in accordance with the provisions of Articles L.225‑129 to L.225‑129‑6, L.22‑10‑49, L.225‑132 to L.225‑134 and L.228‑91 to L.228‑93 of the French Commercial Code ( Code de commerce ): resolves that this delegation of authority granted to the Executive Management is valid for a period of 26 months from this meeting. 9) rights of holders of securities giving access to the share capital will be ensured; resolves that the nominal amount of the capital increases that may be carried out immediately and/or in the future under this delegation may not exceed 40% of the share capital on the date of this meeting, the capital increases carried out in accordance with this delegation not counting towards the ceiling referred to in paragraph 4) of the twenty‑first resolution (issue of shares and/or securities with preemptive subscription rights maintained) submitted to this meeting; 5) grants the Executive Management the broadest of powers to implement this delegation, and in particular to set the terms and conditions of the transactions and determine the dates and conditions of the capital increases that will be carried out pursuant to this delegation, approve the conditions of issues and/or the amount by which the par value of existing shares will be increased, set the opening and closing dates for subscriptions, the dividend entitlement dates, the terms of payment of the shares, record the completion of capital increases for the amount of the shares that will be actually subscribed, and more generally, take all measures to ensure their successful completion, carry out all acts and formalities for the purpose of making final the corresponding capital increase(s) and make the corresponding amendments to the Articles of Association, carry out, directly or through an agent, all operations and formalities related to share capital increases at its sole discretion and, if it deems it appropriate, charge the costs of the capital increases to the amount of the premiums relating to these increases and deduct from this amount the sums necessary to bring the legal reserve to one‑tenth of the new share capital after each increase; 6) grants full powers to the Executive Management to request the admission to trading on a regulated market of the securities created under this resolution, wherever it so requests; 7) confirms that, pursuant to Article L.233‑32 of the French Commercial Code ( Code de commerce ), this delegation may be implemented during a public offering on the shares of the Company; 8)
delegates to the Executive Management, under the supervision of the Supervisory Board of the Company and the Executive Management Board of Émile Hermès SAS, Active Partner, the authority to decide on a capital increase, on one or more occasions, in the proportions and at the times that it sees fit, 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, with preemptive subscription rights maintained, by issuing, free of charge or against payment: 1) a) new ordinary shares of the Company, b) securities governed by Articles L.228‑91 et seq. of the French Commercial Code, which are equity securities of the Company giving access, immediately and/or in the future, to other equity securities of the Company and/or granting entitlement to the allocation of debt securities of the Company; and/or c) securities representing a debt obligation, whether governed or not by Articles L.228‑91 et seq. of the French Commercial Code ( Code de Commerce ), giving access or likely to give access to equity securities to be issued by the Company, where these securities may, where applicable, also give access to existing equity securities and/or debt securities of the Company; resolves that the subscription of the shares and other securities referred to in paragraph 1) of this resolution may be made either in cash, or by offsetting against due and liquid receivables from the Company, or partly by incorporation of reserves, profits or premiums; 2) resolves that the nominal amount of the capital increases that may be carried out immediately and/or in the future under this delegation may not exceed 40% of the share capital at the date of this meeting (individual ceiling); 3) resolves that the amount of the share capital increases that may be carried out immediately and/or in the future under the twenty‑first resolution (issue of shares and or securities with preemptive subscription rights maintained), twenty‑second resolution (issue of securities with preemptive subscription rights cancelled), twenty‑third resolution (capital increase reserved for members of a company or group savings plan), twenty‑fourth resolution (issue of securities by private placement), twenty‑fifth resolution (issue of securities to compensate contributions in kind), and twenty‑seventh resolution (capital increase in the event of operation(s) involving a merger by absorption, spin‑off or partial contribution of assets subject to the spin‑off regime), submitted to this meeting may not exceed 40% of the share capital on the date of the meeting (common ceiling), or the equivalent of this amount in the event of an issue in a foreign currency or in units of account set by reference to several currencies, to which will be added, where applicable, the nominal amount of the additional shares to be issued to preserve the rights of holders of securities giving entitlement to shares, in accordance with legal and regulatory provisions or, where applicable, contractual provisions providing for other cases of adjustment; 4)
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