Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
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COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
Twenty‑fourth 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, by a public offering to a restricted circle of investors or qualified investors (private placement) 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 in accordance with Articles L.225‑129 to L.225‑129‑6, L.225‑135, L.225‑136 et seq. , L.22‑10‑49, L.22‑10‑51, L.22‑10‑52, and L.228‑91 to L.228‑93 and R.225‑119 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 an offering referred to in Article L.411‑2, 1° of the French Monetary and Financial Code ( Code monétaire et financier ), 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, 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; 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, or partly by incorporation of reserves, profits or premiums; 3) resolves that these issues may also be carried out, 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, the waiver by the Company’s shareholders of their 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 will give entitlement, as well as to shares to be issued to which the securities referred to in b) and c) of paragraph 1 above would give entitlement; 4) resolves to cancel, under this delegation, the shareholders’ preemptive subscription rights to the securities to be issued; 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 the limit provided for by applicable regulations on the day of the issue (currently, less than 20% of the share capital per year) (individual ceiling), the capital increases carried out in accordance with this delegation of authority counting towards 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, 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) resolves that the nominal amount of the 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, with the amount of the issues carried out pursuant to this delegation being deducted from the common ceiling referred to in paragraph 6) of the twenty‑first resolution (issue of securities with preemptive subscription rights maintained) submitted to this meeting, 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; 7) notes and decides as necessary that, where applicable, the aforementioned delegation automatically entails, in favour of the holders of securities giving future access to the Company’s shares that may be issued, waiver by shareholders of their preemptive subscription rights in respect of the shares that may be issued upon presentation of these securities; 8) resolves that, in the event of an immediate or future share issue: i. the issue price for each of the shares issued under this delegation will be at least equal to the minimum amount provided for by the laws and regulations in force at the time of the use of the delegation (to date, the weighted average of the shares during the last three trading days on the regulated market of Euronext Paris prior to the setting of the subscription price of the capital increase, possibly reduced by a maximum discount of 10%), and ii. the issue price of the securities giving access to the share capital will be such that the amount received immediately by the Company, plus, where applicable, that likely to be received subsequently by it, will be, for each share issued as a result of the issue of these other securities, at least equal to the minimum issue price defined in paragraph (i) above;
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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