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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
296
COMBINED GENERAL MEETING OF 6 JUNE 2017
8
PURPOSE AND DRAFT RESOLUTIONS
This resolution would allow the Company to benefit from any opportunities that could potentially include an investor or economic, trading or
financial partner with the attribute of qualified investor in the Company’s share capital. The issue price would be equal to or higher than the
weighted average of the prices of the last three stock market trading days preceding the issue, reduced by a maximum discount of 5% if need be.
On page 313, you will find the Statutory Auditors’ report on the 22nd resolution.
For the twenty-third resolution, we ask you to delegate to the ExecutiveManagement, under the terms and conditions stipulated by the provisions
of Articles L. 225-129
et seq.,
particularly Article L. 225-147 of the French Commercial Code
(Code de commerce),
and with the oversight of
the Company’s Supervisory Board and of the Executive Management Board of Émile Hermès SARL, Active Partner, the authority for the purpose
of issuing shares and/or securities carrying rights to the share capital, with elimination of preferential subscription rights, in order to pay for the
contributions in kind granted to the Company, within the limits described herein below.
This resolutionwould enable the Company to benefit fromany opportunities in order to carry out external growth transactions in France or abroad,
or to buy back minority investments in subsidiaries and associates within the Group with no impact on the Company’s cash, and within the limit
of 10% of the share capital.
On page 314, you will find the Statutory Auditors’ report on the 23rd resolution.
Considering the volumes of awarded shares that aremuch lower than the total allowance authorised by the shareholders during the Extraordinary
General Meeting of 31May 2016, you are not asked to renew the financial delegations of authority relating to the award of stock options or bonus
shares that are valid until 31 July 2019 (within the limits of the total allowance granted).
Limits
The individual and common limits of financial delegations of authority that you are being asked to grant to the Executive Management are as
follows:
Resolutions
Individual limit of each delegation
Common limit
to several delegations
Maximum par value likely to be issued immediately and/or over time
Equity securities
% of the share capital on the date of the General Meeting
18th (capital increase by capitalisation of reserves)
40%
n/a
19th (issue with continuation of preferential subscription rights)
40%
40%
20th (issue without preferential subscription rights)
40%
21st (capital increase reserved for members of a company or group savings plan)
1%
22nd (issue by private placement)
20% per year
23rd (issue in order to compensate contributions in kind)
10%
Debt securities
Maximum par value
19th (issue with continuation of preferential subscription rights)
€1,000 million
€1,000 million
20th (issue without preferential subscription rights)
€1,000 million
22nd (issue by private placement)
€1,000 million
23rd (issue in order to compensate contributions in kind)
€1,000 million
Duration of the delegations
These delegations would be valid for 26 months from the date of the General Meeting.
Eighteenth resolution:
Delegation of authority to the Executive Management to
increase the share capital by capitalisation of reserves,
profits and/or share premiums and allocation of free
shares, and/or increasing the par value of existing shares
The General Meeting, acting in accordance with Articles L. 225-129-2
and L. 225-130 of the French Commercial Code
(Code de commerce),
under the quorumandmajority requirements applicable to Extraordinary
General Meetings, having reviewed the Executive Management’s report
and the Supervisory Board’s report:
1)
delegates to the Executive Management, with the oversight of the
Company’s Supervisory Board and of the Executive Management
Board of ÉmileHermès SARL, Active Partner, the authority to increase
the share capital, on one or more occasions, according to the proce-
dures and at the times it so decides, by successive or simultaneous
incorporation into the share capital of all or part of the reserves,
profits or share, merger or contribution premiums, to be carried
out through the creation and allocation of free shares or through an
increase in the par value of the existing shares, or through the com-
bined use of these two procedures;
2)
resolves that in case of a capital increase that gives rise to the allo-
cation of new bonus shares, the bonus shares that are awarded in
proportion to old shares eligible for double voting rights will be eligible
for this right upon their issue;