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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
312
COMBINED GENERAL MEETING OF 6 JUNE 2017
8
STATUTORY AUDITORS’ REPORTS
8.4.8
STATUTORY AUDITORS’ REPORT ON THE ISSUANCE OF SHARES AND/OR OTHER SECURITIES
CONVERTIBLE INTO EQUITY SECURITIES RESERVED FOR MEMBERS OF A COMPANY
OR GROUP SAVINGS PLAN (TWENTY-FIRST RESOLUTION)
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. 228-92and L. 225-135
et seq
. of the French
Commercial Code (
Code de commerce
), we hereby present our report on the Executive Management’s request to be delegated powers to increase
the share capital by issuing ordinary shares and/or securities convertible into equity securities with cancellation of the preferential subscription
right reserved for employees belonging one or more company or group savings plans to be established within a group constituted by the Company
and companies, French or foreign, within the scope of consolidation of the financial statements of your company pursuant to Article L. 3344-1 of the
French Labour Code (
Code du travail
), in a maximum amount equivalent to 1% of the share capital of the Company as of the date of this meeting. You
are called upon to vote on this request.
This capital increase is subject to your approval in accordance with the provisions of Articles L. 225-129-6 of the French Commercial Code (
Code de
commerce
) and L. 3332-18
et seq
. of the French Labour Code (
Code du travail
).
On the basis of its report, your Executive Management Board asks that you delegate to it, for a period of twenty-six (26) months, the authority to
conduct a capital increase and that you cancel your preferential subscription right to the equity securities to be issued. Where applicable, it will be its
responsibility to determine the final terms and conditions of issuance for such transactions.
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 right and on certain other information concerning the issue 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
Executive Management’s report bearing on this transaction 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 issue 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.
As the final terms and conditions under which any such issue 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 right.
In accordancewith ArticleR. 225-116of the FrenchCommercial Code (
Code de commerce
), wewill prepare a supplementary report, where applicable,
when this delegation of authority is used by your Executive Management in the event of an issue of shares and/or transferable securities convertible
into other equity securities and in the event of the issue of transferable securities giving access to new equity securities.
Paris and Neuilly-sur-Seine, 11 April 2017
The Statutory Auditors
PricewaterhouseCoopers Audit
Didier Kling & Associés
Christine Bouvry
Christophe Bonte
Didier Kling