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2016 REGISTRATION DOCUMENT
HERMÈS INTERNATIONAL
314
COMBINED GENERAL MEETING OF 6 JUNE 2017
8
STATUTORY AUDITORS’ REPORTS
8.4.10
STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR OTHER TRANSFERABLE
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR EQUITY SECURITIES
TO REMUNERATE CONTRIBUTIONS IN KIND (TWENTY-THIRD 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. 228-92 of the French Commercial Code
(
Code de commerce
), we hereby present our report on the Executive Management’s request to be delegated powers to issue shares and/or transfe-
rable 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 issue ordinary shares and/or transferable securities convertible into or exchangeable for equity securities
and/or entitling holders to the allocation of debt securities and/or transferable securities convertible into or exchangeable for equity securities to be
issued, in order to remunerate contributions in kind granted to the Company and comprising equity securities or transferable securities convertible
into or exchangeable for equity securities within the limit of 10% of the share capital.
The capital increases liable to be carried out pursuant to the twenty-third resolution shall be deducted from the aggregate limit provided for in the
nineteenth resolution, which corresponds to 40% of the share capital as of the date of this meeting. The maximum nominal amount of debt securities
issuable under the twenty-third resolution 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 proposed issue and
on certain other information concerning this transaction 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.
As this report does not specify how the issue price of the equity securities to be issued within the framework of this resolution will be set, we cannot
give our opinion on the choice of the elements used in the calculation of the issue price.
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 the issue of transferable securities convertible into or exchan-
geable for equity securities or entitling holders to the allocation of debt securities, in the event of the issue of transferable securities convertible into
new equity securities and in the event of the issuance of equity securities 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