Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT
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COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS
4) 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 towards the common ceiling referred to in paragraph 6) of the twenty‑first resolution (issue of shares and/or 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; 5) 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; 6) delegates the broadest of powers to the Executive Management for the purpose of implementing this delegation, and in particular: to decide and determine the dates and terms of the issues as well as the form and characteristics of the securities to be created in consideration for the contributions, approve the report of the Statutory Auditor(s), approve the valuation of the contributions and, in the case of said contributions, record their completion, determine the conditions and prices 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 in consideration for the contributions and, where applicable, the conditions for their repurchase, 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 7) 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 increase the legal reserve to one‑tenth of the amount of share capital resulting from these increases;
8) 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) 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; 10) 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‑third resolution (issue of securities to compensate contributions in kind). Twenty‑sixth resolution: Delegation of authority to be granted to the Executive Management to decide on one or more operation(s) involving a merger by absorption, spin‑off or partial contribution of assets subject to the spin‑off regime (Article L.236‑9, II of the French Commercial Code ( Code de commerce )) The General Meeting, acting under the quorum and majority requirements applicable to Extraordinary General Meetings, having reviewed the Executive Management report and the Supervisory Board’s report, prepared in accordance with the law, and in accordance with Articles L.236‑9, L.236‑16 and L.226‑22 of the French Commercial Code ( Code de commerce ): delegates to the Executive Management, under the supervision of the Supervisory Board of the Company and the Executive Management Board of Émile Hermès SAS, Active Partner, pursuant to the provisions of Article L.236‑9, II of the French Commercial Code ( Code de commerce ), the authority to decide, on one or more occasions, on its sole decisions, on one or more operation(s) involving a merger by absorption, spin‑off or partial contribution of assets subject to the spin‑off regime in the context of operations in which the Company is the absorbing company or the beneficiary of the contributions; 1) notes as necessary that, in accordance with Article L.236‑9, II, paragraph 4), one or more shareholders of the Company holding at least 5% of the share capital may apply to court, within a period of 20 days from the last publication pursuant to Article R.236‑2 of the French Commercial Code ( Code de commerce ) or, where applicable, from the last publication provided for in Article R.236‑2‑1 of the same Code, requesting the appointment of a legal representative to convene the Company’s General Meeting to approve a merger, spin‑off or partial contribution of assets subject to the spin‑off regime, or solely their proposal; 2) resolves 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; 3) grants all powers to the Executive Management to implement this delegation; 4) resolves that this delegation of authority granted to the Executive Management is valid for a period of 26 months from this meeting. 5)
2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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