Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
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COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
that will be issued upon presentation of these securities, in favour of the holders of securities giving future access to the Company’s shares that may be issued; 11) resolves that the amount due or that would be due to the Company for each of the shares issued under this delegation, after taking into account, in the event of the issue of stand‑alone share subscription warrants, the issue price of said warrants, shall in any event be at least equal to the par value of the share or to the portion of the capital that it represents; 12) resolves, with regard to securities giving access to the share capital, having reviewed the Executive Management report, that the subscription price of such securities will be determined by the Executive Management on the basis of the value of the Company’s share as defined in paragraph 11 above; 13) delegates the broadest of powers to the Executive Management for the purpose of implementing this delegation, and in particular: decide and determine the dates and terms of the issues as well as the form and characteristics of the securities to be created, determine the conditions and price of the issues, set the amounts to be issued, s determine the effective dividend date, with or without retroactive effect, of the securities to be issued and, where applicable, the conditions for their buyback, suspend, where applicable, the exercise of the share allocation rights attached to the securities to be issued within a period not exceeding three months, s set the terms and conditions under which, where applicable, the maintenance of the rights of holders of securities giving future access to the share capital will be ensured, in accordance with legal and regulatory provisions, s generally take all necessary measures, carry out all necessary formalities and enter into all agreements to successfully complete the planned issues and record the capital increase(s) resulting from any issue carried out by the use of this delegation and amend the corresponding Articles of Association; s 14) resolves that, in the event of the issue of debt securities, the Executive Management shall have full powers to determine their characteristics and in particular to decide whether or not they are subordinated, and to set their interest rate, term and fixed or variable redemption price, with or without premium, the terms of amortisation according to market conditions, the conditions under which these securities will give entitlement to shares in the Company and modify, during the life of the securities concerned, the terms and conditions set out above, in compliance with applicable formalities; 15) resolves that the Executive Management may also charge the costs of issuing shares and securities to the amount of the premiums relating to the capital increases, deducting from these premiums the sums necessary to bring the legal reserve to one‑tenth of the amount of share capital resulting from these increases; 16) 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;
9) offer to the public all or part of the unsubscribed shares, where the meeting has expressly allowed such a possibility; limit the issue to the amount of the subscriptions under the conditions provided for by the law in force at the time of use of this delegation, s freely distribute, in whole or in part, the unsubscribed shares, unless the meeting has decided otherwise, s resolves that the Company’s share subscription warrants may be issued pursuant to Article L.228‑91 of the French Commercial Code ( Code de commerce ) either by subscription offer under the conditions set out above, or by allocation free of charge to the owners of existing shares. In the event of a free allocation of warrants, the Executive Management will have the option to decide that the fractional allocation rights will not be negotiable and that the corresponding warrants will be sold, the sums resulting from the sale being allocated to the holders of rights in accordance with the conditions provided for by the legal and regulatory provisions then applicable; 10) notes and decides, as necessary, that, where applicable, the aforementioned delegation automatically entails a waiver by shareholders of their preemptive subscription rights to the shares resolves that the maximum nominal amount of the debt securities that may be issued immediately and/or in the future under this delegation may not exceed one billion euros (€1,000 million) (individual limit), 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, this amount being increased, where applicable, by any redemption premium above par; 5) resolves that the maximum nominal amount of the debt securities that may be issued under the twenty‑first resolution (issue of shares and/or securities with preemptive subscription rights maintained), twenty‑second resolution (issue of shares and/or securities with preemptive subscription rights cancelled), twenty‑fourth resolution (issue of shares and/or securities by private placement) and the twenty‑fifth resolution (issue of shares and/or securities to compensate contributions in kind) submitted to this meeting, may not exceed one billion euros (€1,000 million) (common ceiling), with the possibility that debt securities may be issued in euros, in foreign currency or in units of account set by reference to several currencies; 6) resolves that in the event of a subscription offer, shareholders may exercise, under the conditions provided for by law, their preemptive subscription rights on an irreducible basis, bearing in mind that the Executive Management will have the option to grant shareholders the right to subscribe on an reducible basis for a number of securities greater than that they could subscribe on an irreducible basis, in proportion to the subscription rights they have and, in any event, within the limit of their request; 7) resolves that, if the subscriptions on an irreducible basis and, where applicable, on a pro‑rated basis have not absorbed the entire issue of securities, the Executive Management may use, in the order it deems appropriate, one and/or other of the options offered by the legal and regulatory provisions in force at the time, in particular Article L.225‑134 of the French Commercial Code ( Code de commerce ): 8)
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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