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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
311
COMBINED GENERAL MEETING OF 6 JUNE 2017
8
STATUTORY AUDITORS’ REPORTS
8.4.7
STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR OTHER TRANSFERABLE
SECURITIES WITH MAINTENANCE AND/OR CANCELLATION OF THE PREFERENTIAL
SUBSCRIPTION RIGHTS (NINETEENTH AND TWENTIETH RESOLUTIONS).
This is a free translation into English of the Statutory auditors’ report issued in the French language and is provided solely for the convenience
of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
Combined General Meeting of 6 June 2017
To the shareholders,
In our capacity as Statutory Auditors of your Company, and pursuant to the duties provided for in Articles L. 228-92 and L. 225-135
et seq
. of the
French Commercial Code (
Code de commerce
), we hereby present our report on the Executive Management’s requests to be delegated powers to
issue shares and/or transferable securities, on which you are asked to vote.
On the basis of its report and the report of the Supervisory Board, your ExecutiveManagement Board asks that you delegate to it, under the supervision
of the Supervisory Board and the Executive Management Board of Émile Hermès SARL, Active Partner, for a period of twenty-six (26) months from
the date of this meeting, the authority to conduct the following transactions and to determine the final terms of such issues, and asks that you waive,
where necessary, your preferential subscription rights:
s
issues, with maintenance of the preferential subscription rights (nineteenth resolution), of ordinary shares and/or transferable securities conver-
tible into or exchangeable for other equity securities and/or entitling holders to the allocation of debt securities and/or transferable securities
convertible into new equity securities;
s
issues, by way of a public offering, with cancellation of the preferential subscription rights (twentieth resolution), of ordinary shares and/or trans-
ferable securities convertible into or exchangeable for other equity securities and/or entitling holders to the allocation of debt securities and/or
transferable securities convertible into new equity securities:
•
it being specified that such securities may be issued for the purpose of remunerating securities tendered to the Company as part of a public
exchange offer where such securities satisfy the conditions laiddown in Article L. 225-148of the FrenchCommercial Code (
Codede commerce
),
•
it being specified that transferable securities convertible into or exchangeable for equity securities of the Company may be issued as a result of
the issuance, by any company directly or indirectly owning more than half of the share capital of the Company, or of which the Company directly
or indirectly owns more than half of the share capital, of equity securities exchangeable for other equity securities or entitling holders to the
allocation of debt securities or securities convertible into equity securities to be issued by the Company.
The aggregate nominal amount of capital increases liable to be carried out immediately and/or in the future pursuant to the nineteenth and twentieth
resolutions may not exceed 40% of the share capital as of the date of the General Meeting. The maximum nominal amount of debt securities issuable
under the nineteenth and twentieth resolutions is set at one billion euros (€1,000 million).
It is the responsibility of your ExecutiveManagement to prepare a report pursuant to Articles R. 225-113
et seq
. of the French Commercial Code (
Code
de commerce
). It is our responsibility to give our opinion on the fairness of the figures taken from the financial statements, on the proposal to cancel
the preferential subscription rights and on certain other information concerning these transactions contained in this report.
We performed the procedures that we deemed necessary in accordance with professional practice as per the French national auditing body
,
Compagnie nationale des commissaires aux comptes
, relating to such engagements. These procedures consisted in verifying the content of the
ExecutiveManagement’s report bearing on these transactions and the procedures for determining the issue price of the equity securities to be issued.
Subject to the subsequent review of the terms and conditions of the issues to be conducted, we have no comment to make concerning the terms
and conditions for determining the issue price of the equity securities to be issued, as set out in the Executive Management’s report in respect of the
twentieth resolution.
Moreover, as this report does not specify how the issue price of the equity securities to be issued within the framework of the nineteenth resolution
will be set, we cannot give our opinion on the choice of the elements used in the calculation of the issue price.
As the final terms and conditions under which any such issues will be made have not been set, we cannot express any opinion thereon or, as a result,
on the proposal to cancel the preferential subscription rights in the twentieth resolution.
In accordance with Article R. 225-116 of the French Commercial Code (
Code de commerce
), we will prepare a supplementary report, where appli-
cable, when these delegations of authority are used by your Executive Management in the event of issues of transferable securities convertible into
or exchangeable for other equity securities or entitling holders to the allocation of debt securities, issues of transferable securities convertible into
new equity securities and in the event of the issuance of shares with cancellation of the preferential subscription rights.
Paris and Neuilly-sur-Seine, 11 April 2017
The Statutory Auditors
PricewaterhouseCoopers Audit
Didier Kling & Associés
Christine Bouvry
Christophe Bonte
Didier Kling