Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
17) 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; 18) resolves that this delegation of authority granted to the Executive Management is valid for a period of 26 months from this meeting. 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 nineteenth resolution (issue of shares and/or securities with preemptive subscription rights maintained). Twenty‑second 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 cancelled, but with the option to establish a priority period, by offer to the public (other than that referred to in Article L.411‑2, 1° of the French Monetary and Financial Code) 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 with Articles L.225‑129, L.225‑129‑2 et seq. , L.225‑135, L.125‑136 et seq. , L.22‑10‑51, L.22‑10‑52, L.22‑10‑54 and L.228‑91 et seq. of the French Commercial Code ( Code de commerce ): delegates to the Executive Management, under the control of the Company’s Supervisory Board and the Executive Management Board of Émile Hermès SAS, Active Partner, the authority to decide on a capital increase with preemptive subscription rights cancelled and by means of a public offering (other than that referred to in Article L.411‑2, 1° of the French Monetary and Financial Code), on one or more occasions, in the proportions and at the times that it chooses, 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, 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 issued under Article L.228‑92 para 1 of the French Commercial Code ( Code de commerce ), free of charge or against payment and to be paid up in cash or by offsetting against liquid and payable receivables on the Company: consisting of equity securities giving access, immediately and/or in the future, to other equity securities or giving entitlement to the allocation of debt securities, s or if they give access to equity securities to be issued; s
2) 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; 3) resolves that these issues may also be carried out: to remunerate securities that may be contributed to the Company as part of a public offering procedure including an exchange component in accordance with the provisions of Article L.22‑10‑54 of the French Commercial Code ( Code de commerce ), s following the issue, by one of the companies in which the Company directly or indirectly holds more than half of the share capital at the time of the issue, of securities giving access to Company shares or securities referred to in b) and c) of paragraph 1 above, under the conditions provided for in Article L.228‑93 of the French Commercial Code ( Code de commerce ). The issue by said companies of the aforementioned securities will automatically entail, in favour of the holders of these securities, waiver of shareholders' preemptive subscription rights to the ordinary shares or securities referred to in b) and c) of paragraph 1 above to which the securities thus issued by these companies would give entitlement, as well as to Company shares to be issued to which the securities referred to in b) and c) of paragraph 1 above would give entitlement; s 4) resolves to cancel, under this delegation, the preemptive subscription rights of shareholders to the securities to be issued, it being understood that the Executive Management may grant shareholders a priority subscription option for all or part of the issue, during the period and under the conditions that it will set in accordance with legal and regulatory provisions. This priority subscription will not give rise to the creation of negotiable rights, but may, if the Executive Management deems it appropriate, be exercised on an irreducible or pro‑rated basis. The securities not subscribed under this right will be the subject of a public placement; 5) 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 of authority 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, 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 stipulations providing for other cases of adjustment; 6) further resolves that the maximum nominal amount of debt securities that may be issued under this delegation may not exceed one billion euros (€1,000 million) (individual 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, this amount being increased, where applicable, by any redemption premium above par, and the amount of the issues carried out pursuant to this delegation of authority being counted
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