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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
295
COMBINED GENERAL MEETING OF 6 JUNE 2017
8
PURPOSE AND DRAFT RESOLUTIONS
EIGHTEENTH TO TWENTY-THIRD RESOLUTIONS:
FINANCIAL DELEGATIONS OF AUTHORITY
Purpose
Issues of securities (general circumstances)
For theeighteenth, nineteenthand twentieth resolutions, weask you to renewanumber of resolutions that delegate to theExecutiveManagement
the authority to decide various issues of Company securities with or without preferential subscription rights.
As stipulated by law, these resolutions are designed to give the Executive Management the necessary flexibility to act in the Company’s best
interests, with the oversight of the Company’s Supervisory Board and of the ExecutiveManagement Board of Émile Hermès SARL, Active Partner.
The range of financial products and a fast-changing market require the utmost flexibility in order to choose the issue procedures that are most
beneficial for the Company and its shareholders so as to quickly perform transactions based on any opportunities that may arise.
The Executive Management will therefore have the ability to issue ordinary shares, both in France and abroad, under any circumstances, along
with:
s
securities governed by Articles L. 228-91
et seq.
of the French Commercial Code
(Code de commerce)
that are Company equity securities
carrying rights immediately and/or over time to other Company equity securities, and/or give entitlement to the award of Company debt
securities; and/or
s
securities representing a lien that may or may not be governed by Articles L. 228-91
et seq.
of the French Commercial Code
(Code de com-
merce),
and that carry rights or are likely to carry rights to Company equity securities to be issued; if necessary, these securitiesmay also carry
rights to existing Company equity securities and/or debt securities, up to the limits described herein below. The issue of securities that are
debt securities giving entitlement to theawardof other debt securities or existing equity securitiesmay henceforthbedecidedby theExecutive
Management under the terms and conditions stipulated in Article L. 228-40 of the French Commercial Code
(Code de commerce)
in cases of
issuing bonds or equity securities, without needing the authorisation of the General Meeting. These issues may entail either the continuation
of shareholders’ preferential subscription rights (nineteenth resolution) or the elimination of shareholders’ preferential subscription rights
(twentieth resolution). We ask you to eliminate the preferential subscription rights in order to help increase the chances of success of these
shares by speeding up theplacement of issues. Nonetheless, wewould like to specify that inall issueswithout preferential subscription rights:
•
Executive Management may grant shareholders the option of subscribing shares by priority,
•
in case of an issue of independent equity warrants, after taking into consideration the issue price of said warrants, the sum that is passed
down to or should be passed down to the Company for each share that will be issued must be equal to or higher than the weighted average
of the prices of the last three stock market trading days on the Euronext Paris regulated market preceding the setting of the subscription
price of the capital increase, potentially reduced by a maximum discount of 5% in accordance with the regulations in force. We also ask
you to renew the customary delegation allowing the Company to increase the share capital by capitalisation of reserves (eighteenth reso-
lution) within the limits described herein below.
Pursuant to Article L. 233-32 of the French Commercial Code
(Code de commerce),
these delegation must be implemented during a public
offering for the Company’s shares.
On page 311, you will find the Statutory Auditors’ report on the 19th and 20th resolutions.
Capital increase with elimination of preferential subscription rights for the benefit of members of a company or group savings plan
For the twenty-first resolution, we ask you to delegate to the Executive Management all the authority to carry out, with the oversight of the
Company’s Supervisory Board and of the Executive Management Board of Émile Hermès SARL, Active Partner, a capital increase reserved for
employees and Corporate Officers under the terms and conditions referred to in Article L. 225-129-6 of the French Commercial Code
(Code de
commerce),
when these employees belong to a company or group savings plan, within the limits described herein below.
The discount is fixed at 20% of the average of the prices quoted for the Company’s share during the 20 stock market trading days preceding
the day of the decision setting the date of opening of subscriptions. Pursuant to Article L. 233-32 of the French Commercial Code
(Code de
commerce),
this resolution must be implemented during a public offering for the shares of the Company.
On page 312, you will find the Statutory Auditors’ report on the 21th resolution.
Issues of securities (through private placement or to pay for contributions in kind)
For the twenty-second resolution, we ask you to delegate to the Executive Management, under the terms and conditions stipulated in the provi-
sions of Article L. 225-136-3 of the French Commercial Code
(Code de commerce)
and Article L. 411-2 II of the French Monetary and Financial
Code and with the oversight of the Company’s Supervisory Board and of the ExecutiveManagement Board of Émile Hermès SARL, Active Partner,
the authority for the purpose of deciding the issue of shares and/or any other securities carrying rights to the share capital, without sharehol-
ders’ preferential subscription rights, by means of a private placement reserved for qualified investors or a small group of investors as defined
in Article D. 411-1 of the French Monetary and Financial Code, within the limits described herein below.