HERMÈS - 2018 Registration document
8
Combined General Meeting of 4 June 2019
Statutory Auditors’ reports
8.4.7 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR MARKETABLE SECURITIES GIVING ACCESS TO THE CAPITAL RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN WHILE CANCELLING PREFERENTIAL SUBSCRIPTION RIGHTS (18TH 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 professional 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 in Articles L. 228-92, L. 225-135 et seq. of the French Commercial Code ( Code de commerce ), we present our report on the proposal to delegate to the Executive Management the authority to decide on one or more occasions, on the issue of shares and/or marketable securities giving access to the capital, cancelling preferential subscription rights, reserved for members of one or more company or group savings schemes to be put in place within the group formed by the company and the French or foreign companies related to it under the terms of Article L. 225-180 of the French Commercial Code ( Code de commerce ) and Article L. 3344-1 of the French Labour Code, up to a limit of 1% of the share capital at the date of this Meeting and to be counted towards the overall ceiling referred to in the 16th resolution (40% of the share capital) at the date of this Meeting,on which transaction you are asked to decide. This issue is submitted for your approval pursuant to 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. Your Executive Management proposes, based on its report, that you delegate to it for a period of twenty-six months, the authority to decide on one or more issues and to cancel your preferential subscription rights to the securities to be issued. It will be for the Executive Management to set the definitive issue conditions for any such transaction. 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 preferential subscription right and certain other information given in this report concerning the issue. We have carried out the procedures we considered necessary for this task 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 this transaction and the methods used to determine the issue price of the securities to be issued. Subject to our subsequent review of the terms and conditions of the capital increase decided upon, we have no comments to make on the methods used to determine the issue price of the equity securities to be issued presented in the Executive Management report. Since the definitive conditions on which the capital increase will be carried out have not been set, we do not express an opinion on them, nor, conse- quently, on the proposal put to you to cancel the preferential subscription right. In accordance with Article L. 225-116 of the French Commercial Code ( Code de commerce ), we will prepare a supplementary report, if necessary, upon the use of these delegated powers by your Executive Management in the event of an issue of shares and marketable securities that are equity securities giving access to other equity securities and in the event of an issue of marketable securities giving access to equity securities to be issued.
Neuilly-sur-Seine, 9 April 2019 The Statutory Auditors
PricewaterhouseCoopers Audit
Didier Kling & Associés A member of Grant Thornton
Olivier Auberty
Vincent Frambourt
Guillaume Giné
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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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