Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
Twenty‑third resolution: Delegation of authority to be granted to the Executive Management to decide to increase the share capital by issuing shares and/or securities giving access to the share capital, reserved for members of a company or group savings plan, with preemptive subscription rights cancelled The General Meeting, acting under the quorum and majority requirements applicable to Extraordinary General Meetings, having reviewed the Executive Management report and the Statutory Auditors’ special report, in accordance with the legal provisions, and in particular Articles L.225‑129 to L.225‑129‑6, L.22‑10‑49, and L.225‑138‑1 of the French Commercial Code ( Code de commerce ): delegates to the Executive Management the authority to decide to increase the share capital, on one or more occasions and at its own discretion, if necessary in separate tranches, up to a limit of one percent (1%) of the share capital at the date of this meeting (without prejudice to the consequences on the amount of the share capital of the adjustments made to protect the holders of rights attached to the securities giving access to the share capital), by the issue of shares and/or securities giving access to the share capital of the Company reserved for members of one or more Company or Group savings plans that may be set up within the group formed by the Company and companies, French or foreign, related to it under the conditions of Article L.225‑180 of the French Commercial Code ( Code de commerce ) and Article L.3344‑1 of the French Labour Code ( Code du travail) ; 1) resolves that the amount of the capital increases resulting from this delegation will be deducted from the common 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; 2) resolves that this delegation cancels the shareholders’ preemptive subscription rights in favour of said members of a company or group savings plan, to the equity securities and securities to be issued under this resolution, and entails cancellation of their preemptive subscription rights to the shares to which the securities issued on the basis of this delegation may give entitlement; 3) resolves, pursuant to Article L.3332‑19 of the French Labour Code ( Code du travail ), that the discount that will be applied may not exceed the maximum discount provided for by law on the date of the Executive Management’s decision ( i.e. to date more than 30% lower than this admission price or this average, or 40% when the lock‑up period provided for by the plan is greater than or equal to 10 years). However, the General Meeting authorises the Executive Management to replace all or part of the discount with the allocation of free shares or securities giving access to the Company’s share capital, to reduce or not to grant a discount, within legal or regulatory limits; 4) resolves that the Executive Management may proceed, under the authorisation granted by this meeting in its twenty‑eighth resolution (allocation of free shares) and/or any authorisation granted by a subsequent General Meeting, within the limits set by Article L.3332‑21 of the French Labour Code ( Code du travail ), to the allocation of free shares or securities giving access to the Company’s share capital in respect of the matching contribution; 5)
8) resolves that this delegation of authority granted to the Executive Management is valid for a period of 26 months from the date of 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 twenty‑first resolution (capital increase reserved for members of a company or group savings plan). carry out all acts and formalities for the purpose of carrying out and recording the capital increase or increases carried out pursuant to this authorisation, in particular to amend the Articles of Association accordingly, and, more generally, to do everything necessary; s 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; 6) grants the broadest of powers to the Executive Management, with the option of subdelegation, to implement this delegation and in particular: 7) determine all the terms and conditions of the transaction(s) to be carried out, s set the terms and conditions of the issues to be carried out under this authorisation, in particular deciding on the amounts proposed for subscription, s draw up, under the legal conditions, the list of companies whose members of the company savings plan may subscribe to the shares or securities giving access to the share capital thus issued and, where applicable, benefit from free shares or securities giving access to the share capital, s decide that subscriptions may be made directly or through company mutual funds or other structures or entities permitted by applicable legal or regulatory provisions, s determine the conditions, in particular as to length of service, to be met by the beneficiaries of capital increases, approve the issue price, dates, deadlines, terms and conditions for the subscription, payment, delivery and dividend rights for shares or securities giving access to the Company’s share capital, s in the event of a free allocation of shares or securities giving access to the share capital, set the number of shares or securities giving access to the share capital to be issued, the number to be allocated to each beneficiary, and set the dates and deadlines, terms and conditions for the allocation of these shares or securities giving access to the share capital within the legal and regulatory limits in force, and in particular to choose to either totally or partially replace the allocation of these shares or securities giving access to the share capital at the planned discounts above, or to deduct the equivalent value of these shares from the total amount of the matching contribution, or to combine these two possibilities, s on these decisions alone, after each capital increase, charge the costs of the capital increases to the amount of the related premiums and deduct from this amount the sums necessary to bring the legal reserve to one‑tenth of the new capital, s
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2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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