HERMÈS - 2018 Registration document

Combined General Meeting of 4 June 2019

Purpose and draft resolutions

• • the sum receivable or that should be receivable by the Company for each of the shares to be issued after taking into account, in the case of the issue of detachable share subscription warrants, the issue price of such warrants, must be at least equal to the weighted average of the prices over the three trading days on the Euronext Paris regulated market preceding the setting of the subscription price of the capital increase, possibly decreased by a maximum discount of 5% in compliance with applicable regulations. • • You are also asked to renew the usual delegation allowing the Company to increase the capital by incorporation of reserves (fifteenth resolution) subject to the limits defined above. In accordance with Article L. 233-32 of the French Commercial Code ( Code de commerce ), these delegations of authority may be implemented during a public offering on the shares of the Company. In the eighteenth resolution, we ask you to delegate to the Executive Management full powers to carry out, under the control of the Supervisory Board of the Company and of the Executive Management Board of Émile Hermès SARL, Active Partner, a capital increase reserved for the employees and corporate officers under the conditions stipulated in Article L. 225-129-6 of the French Commercial Code ( Code de commerce ), where such employees are members of a company or group savings plan, subject to the limits defined above. The discount is set at 20% of the average of the prices quoted for the Company’s shares during the 20 trading days preceding the date of the decision setting the opening date for subscriptions. In accordance with Article L. 233-32 of the French Commercial Code ( Code de commerce ), this delegation of authority may be implemented during a public offering on the shares of the Company. In the nineteenth resolution, we ask you to delegate to the Executive Management, in the conditions specified in the provisions of Article L. 225- 136-3 of the French Commercial Code ( Code de commerce ), and of Article 411-2 II of the French Monetary and Financial Code ( Code monétaire et financier ) and under the control of the Supervisory Board of the Company and of the Executive Management Board of Émile Hermès SARL, ActivePartner, the authority to issue shares and or other securities giving access to capital, with cancellation of preferential subscription rights, by means of private placement reserved for qualified investors or a limited circle of investors, as defined in Article D. 411-1 of the French Monetary and Financial Code ( Code monétaire et financier ), subject to the limits defined above. This resolution would allow the Company to benefit from any and all opportunities to allow an investor, an economic, commercial or financial partner, who is considered a qualified investor, to have access to the capital of the Company. The issue price would be at least equal to the weighted average of the listed prices on the last three trading days preceding the issue, less a maximum discount of 5%, where decided. The Statutory Auditors’ report on the nineteenth resolution is presented on page 403. In the twentieth resolution, we ask you to delegate to the Executive Management, under the conditions specified in the provisions of Article L. 225‑129 et seq. , in particular Article L. 225-147 of the French Commercial Code ( Code de commerce ), and under the control of the Supervisory Board of the Company and of the Executive Management Board of Émile Hermès SARL, Active Partner, the authority to issue shares and or securities giving access to the capital, with cancellation of preferential subscription rights, in order to compensate contributions in kind granted to the Company, subject to the limits defined above. This resolution would allow the Company to benefit from any and all opportunities to conduct external growth transactions in France or in other countries or to acquire minority investments within the Group without impacting on the cash of the Company and limited to 10% of the share capital. The Statutory Auditors’ report on the twentieth resolution is presented on page 404. Given that the volumes of shares allocated are significantly below the overall ceiling authorised by the shareholders during the Extraordinary General Meeting of 31 May 2016, you are not asked to renew the financial delegations of authority covering the allocation of share purchase options and free shares, which are valid until 31 July 2019 (subject to the overall limit granted). Term of delegations These delegations would be valid for 26 months from the date of the General Meeting. The Statutory Auditors’ report on the sixteenth and seventeenth resolutions is presented on page 400. Capital increase with elimination of preferential subscription rights for members of a company savings plan The Statutory Auditors’ report on the eighteenth resolution is presented on page 402. Issues of securities (by private placement or to compensate contributions in kind)

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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