HERMÈS - 2018 Registration document

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Combined General Meeting of 4 June 2019

Statutory Auditors’ reports

STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR ANY OTHER MARKETABLE SECURITIES GIVING ACCESS TO CAPITAL WHILE MAINTAINING OR CANCELLING PREFERENTIAL SUBSCRIPTION RIGHTS (16TH AND 17TH RESOLUTIONS)

8.4.6

• • it being further specified that these securities may be issued in order to remunerate securities that might be contributed to the company inthecontextofapublicoffer includinganexchangecom- ponent meeting the conditions laid down by Article L. 225‑148 of the French Commercial Code ( Code de commerce ). The total nominal value of any capital increases liable to be made imme- diately or in the future may not, under the sixteenth and seventeenth resolutions, exceed 40% of the authorized share capital on the date of this General Meeting, it being specified that capital increases made in accordance with these delegations of authority will be recorded under the common ceiling provided for in the sixteenth resolution and corres- ponding to 40% of the share capital on the date of this General Meeting for the sixteenth, seventeenth, eighteenth, nineteenth and twentieth resolutions. The total nominal value of any debt securities likely to be issued may not, under the sixteenth and seventeenth resolutions, exceed one bil- lion euros, it being specified that issues made in accordance with these delegations of authority will be recorded under the in the sixteenth reso- lution of one billion euros for the sixteenth, seventeenth, eighteenth, nineteenth and twentieth resolutions. It is the responsibility of the Executive Management to prepare a report in accordance with Articles R.225-113 et seq. of the French Commercial Code (code de commerce). It is our responsibility to give an opinion on the true and fair nature of the figures taken from the accounts, the proposal to cancel the preferen- tial subscription right and certain other information given in this report concerning the issue. Wehavecarriedouttheproceduresweconsiderednecessaryforthistask in accordance with the professional standards of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) regarding this assignment. These procedures consisted in verifying the content of the Executive Management report as it relates to these transactions and the methods used to determine the issue price of the equity instruments to be issued. Subject to our subsequent review of the terms and conditions of the issues decided upon, we have no comments to make on the determina- tion of the issue price of the equity securities to be issued presented in the report of the Executive Management in respect of the seventeenth resolution. In addition, since this report does not specify the conditions for deter- mining the price of the equity securities to be issued for implementation of the sixteenth resolution, we cannot give our opinion on the choice of elements used to calculate this issue price. Since the definitive conditions on which the issues will be carried out have not been set, we do not express an opinion on them, nor, conse- quently, on the proposal to cancel the preferential subscription right put to you in the seventeenth resolution.

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law. This report should be read in conjunction with, and construed in accordance with, French law and pro-

fessional auditing standards applicable in France. To the Shareholders of Hermès International,

In our capacity as Statutory Auditors of your company, and pursuant to the mission provided for by Articles L. 228-92 and L. 225-135 et seq. of theFrenchCommercialCode( Codedecommerce ),wepresentourreport on the proposal to delegate authority to the Executive Management to decide various issues of shares and/or marketable securities, being transactions on which you are asked to make a decision. On the basis of its report and that of the Supervisory Board, your Executive Management proposes that you delegate to it, under the control of the Supervisory Board and the Executive Management Board of Emile Hermès SARL, Active Partner, for a period of twenty-six months with effect from the date of this Meeting, the authority to decide on the following transactions and to determine the final conditions of these issues, and proposes, where applicable, the cancellation of your prefe- rential subscription rights: s s the issue, maintaining shareholders’ preferential right of subscription (16th resolution), on one or more occasions, in such proportions and at such times as it may determine, both in France and abroad and/or on the international market, either in euros or in any other currency or monetary unit established by reference to several currencies, free or for valuable consideration, of ordinary shares of the company and/ or marketable securities that are equity instruments of the company giving access to other equity instruments and/or to the allocation of debt securities of the company and/or or marketable securities representing a debt claim or giving access or liable to give access to equity instruments to be issued; s s the issue, cancelling shareholders’ preferential right of subscription (17th resolution), on one or more occasions, in such proportions and at such times as it may determine, both in France and abroad and/or on the international market, either in euros or in any other currency or monetary unit established by reference to several currencies, free or for valuable consideration, of ordinary shares of the company and/ or marketable securities giving access to other equity instruments of the company and/or giving access to the allocation of debt secu- rities of the company giving access to other equity instruments and/ or marketable securities giving access to equity instruments to be issued representative of a debt claim giving access to or likely to give access to equity securities to be issued by the company and/or exis- ting equity securities and/or debt securities of the company; • • it being specified that, in accordance with Article L. 228-93 para- graph 1 of the French Commercial Code, marketable securities to be issuedwhich could give access to equity securities to be issued by any company in which the company owns directly or indirectly more than half of the capital ;

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL