Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
9) resolves that if subscriptions have not absorbed the entire issue of securities, the Executive Management may use one of the following options, in the order it determines: 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 all or part of the unsubscribed shares among the persons of its choice; s 10) 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, enter into any agreements to successfully complete the planned issues, 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 11) 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; 12) 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; 13) 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; 14) 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;
15) 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 twenty‑second resolution (issue of securities by private placement). Twenty‑fifth resolution Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or securities giving access to the share capital, with preemptive subscription rights cancelled, in order to compensate contributions in kind granted to the Company relating to equity securities or securities giving access to the share capital The General Meeting, acting under the quorum and majority requirements applicable to Extraordinary General Meetings, having reviewed the Executive Management report, the Statutory Auditors’ report and the Supervisory Board’s report, in accordance with Articles L. 225‑129 et seq. and Article L.22‑10‑53 of the French Commercial Code ( Code de commerce ): delegates to the Executive Management, under the supervision of the Company’s Supervisory Board and the Executive Management Board of Émile Hermès SAS, Active Partner, the authority to proceed, on the basis of a Statutory Auditor’s report, 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 a view to compensating contributions in kind granted to the Company and consisting of equity securities or securities giving access to the share capital, when the provisions of Article L.22‑10‑54 of the French Commercial Code ( Code de commerce ) are not applicable, to the issue: 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 to cancel, under this delegation, the shareholders’ preemptive subscription rights to the securities to be issued; 3) 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 10% of the share capital on the date of this meeting (individual ceiling), the capital increases carried out in accordance with this delegation being 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, 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;
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2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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