Business
Interparfums : Report of the Board and draft resolutions AGM April 24, 2026 (report of the board and draft resolutions AGM April 24 2026)
Interparfums : Report of the Board and draft resolutions AGM April 24, 2026 (report of the board and draft resolutions AGM April 24

About this update from Interparfums
COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 REPORT OF THE BOARD OF DIRECTORS AND COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 - 2 REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 Resolution 1 and 2 Approval of the parent company and consolidated financial statements for the fiscal year ended December 31, 2025 Approval of non-deductible expenses and charges Explanatory statement Under the first and second resolutions, we request your approval of the following: the parent company financial statements for the fiscal year ended December 31, 2025, which show a net profit of €119,405,262; the consolidated financial statements for the fiscal year ended December 31, 2025, as presented, which show a net profit (attributable to owners of the parent) of €126,569,469; the total amount of expenses and charges as set out in Article 39 (4) of the French Tax Code, i.e. the sum of €62,305 and tax amounting to €16,093. Supporting documents: the parent company financial statements are included in the 2025 Universal Registration Document (Part 5); the consolidated financial statements are included in the 2025 Universal Registration Document (Part 3); the Statutory Auditors' reports on the parent company and consolidated financial statements are included in the 2025 Universal Registration Document (Part 9). - First resolution Approval of the annual financial statements for the fiscal year ended December 31, 2025 -Approval of non-deductible expenses and charges The shareholders' Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the fiscal year ended December 31, 2025, approves the annual financial statements, as presented, as of that date, which show a net profit of €119,405,262. In particular, the shareholders' Meeting approves the total amount of €62,305 in expenses and charges as set out in Article 39 (4) of the French Tax Code, along with the corresponding tax of €16,093. Second resolution Approval of the consolidated financial statements for the fiscal year ended December 31, 2025 COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS The shareholders' Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the consolidated financial statements for the fiscal year ended December 31, 2025, approves these financial statements, as presented, which show a net profit (attributable to owners of the parent) of €126,569,469. Resolution 3 Appropriation of net profit for the year and determination of dividend Explanatory statement The proposed appropriation of our Company's net profit complies with applicable laws and our bylaws. Given the net profit of €119,405,262 for fiscal year 2025, we propose the following: setting the gross dividend at €1.05 per share for fiscal year 2025, resulting in a total dividend distribution of €87,984,847 to shareholders (subject to treasury shares); allocating €29,116,755 to retained earnings, increasing it from €246,012,341 to €275,129,096; allocating €2,303,660 to the legal reserve so that it is equal to 10% of the amount of share capital. The dividend would be payable on May 7, 2026, with the ex-dividend date set for May 5, 2026. The dividend amount is before any withholding tax and/or social security contributions applicable to the shareholder based on his or her individual circumstances. In the event that the number of shares giving entitlement to a dividend differs from the 83,795,092 shares comprising the share capital as of December 31, 2025, the total dividend amount would be adjusted accordingly and the amount allocated to retained earnings would be determined based on the actual dividends paid. In accordance with the provisions of Article 243 bis of the French Tax Code, we inform you that, for the past three fiscal years, the distributions of dividends and income were as follows: Eligible income for tax reduction Non-eligible income for tax reduction Dividends Other distributed income For fiscal year 2022 Amount distributed €66,051,271.65 (1) - - Dividend per share €1.05 - - Dividend per share adjusted for bonus share allocations (2) €0.87 - - For fiscal year 2023 Amount distributed €79,576,055.50 (1) - - Dividend per share €1.15 - - Dividend per share adjusted for bonus share allocations (2) €1.045 - - For fiscal year 2024 Amount distributed €87,533,661.05 (1) - - Dividend per share €1.15 - - Dividend per share adjusted for bonus share allocations (2) €1.05 - - Includes the dividend amount corresponding to treasury shares, which is not paid out and is instead allocated to retained earnings. Allocations of bonus shares to shareholders as part of annual capital increases through the capitalization of reserves. This calculation is based on the following formula: amount distributed/number of shares comprising the share capital after capital increase following the allocation of bonus shares. Third resolution COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Appropriation of net profit for the year and determination of dividend The shareholders' Meeting, on the recommendation of the Board of Directors, resolves to allocate the net profit for the year ended December 31, 2025 as follows: The shareholders' Meeting notes that the gross dividend per share is set at €1.05 and that retained earnings is increased from €246,012,341 to €275,129,096. When paid to individuals shareholders domiciled in France for tax purposes, the dividend is subject either to a single flat-rate withholding tax on the gross dividend at a fixed rate of 12.8% (Article 200 A of the French Tax Code), or, at the taxpayer's express, irrevocable and global option, to income tax based on a progressive scale after a 40% allowance (Articles 200 A (13) and 158 of the French Origin Profit for the year €119,405,262 Allocation Legal reserve €2,303,660 Dividends €87,984,847 Retained earnings €29,116,755 Tax Code). The dividend is also subject to social security contributions at a rate of 18.6%. The ex-dividend date will be May 5, 2026 and the dividend payment will be made on May 7, 2026. In the event that the number of shares giving entitlement to a dividend differs from the 83,795,092 shares comprising the share capital as of December 31, 2025, the total dividend amount would be adjusted accordingly and the amount allocated to retained earnings would be determined based on the actual dividends paid. In accordance with the provisions of Article 243 bis of the French Tax Code, the shareholders' Meeting notes that it was reminded that, for the past three fiscal years, the distributions of dividends and income were as follows: Eligible income for tax reduction Non-eligible income for tax reduction Dividends Other distributed income For fiscal year 2022 Amount distributed €66,051,271.65 (1) - - Dividend per share €1.05 - - Dividend per share adjusted for bonus share allocations (2) €0.79 - - For fiscal year 2023 Amount distributed €79,576,055.50 (1) - - Dividend per share €1.15 - - Dividend per share adjusted for bonus share allocations (2) €0.95 - - For fiscal year 2024 Amount distributed €87,533,661.05 (1) - - Dividend per share €1.15 - - Dividend per share adjusted for bonus share allocations (2) €1.05 - - Includes the dividend amount corresponding to treasury shares, which is not paid out and is instead allocated to retained earnings. Allocations of bonus shares to shareholders as part of annual capital increases through the capitalization of reserves. This calculation is based on the following formula: amount distributed/number of shares comprising the share capital after capital increase following the allocation of bonus shares. Resolution 4 Statutory Auditors' special report on regulated agreements Acknowledgement of no new agreements Explanatory statement As a preliminary note, we remind you that only new agreements entered into during the last fiscal year and at the beginning of the current fiscal year are submitted to this Meeting. We ask that you please note that there were no new agreements of the type referred to in Articles L.225-38 et seq. of the French Commercial Code. Nevertheless, we inform you that the agreement entered into with the Professional Private Equity Fund (FCPI) of ATEKO Capital (Trade name: Label Capital), already approved by the shareholders' Meeting of April 16, 2024, continued during the past fiscal year (for further information, see the Statutory Auditors' report on regulated agreements, Part 9 of the 2025 Universal Registration Document). COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Fourth resolution Statutory Auditors' special report on regulated agreements -Acknowledgement of no new agreements The shareholders' Meeting, having reviewed the Statutory Auditors' special report indicating the absence of any new regulated agreements as set out in Article L.225-38 of the French Commercial Code, duly notes such absence. Resolution 5, 6, 7 and 8 Directors' terms of office Explanatory statement We remind you that the terms of office of Board members Olivier Mauny, Constance Benqué and Natalie Bader Messian will expire at the end of the next shareholders' Meeting. On the recommendation of the Governance, Nominations and Compensation Committee, we ask that you: renew for a three-year term, i.e. until the end of the Meeting held in 2029 to approve the financial statements for the previous fiscal year, the directorships of: Olivier Mauny, Constance Benqué ; ratify the appointment as Director, made on a provisional basis by the Board of Directors at its meeting on September 8, 2025, of Natalie Bader Messian, to replace Véronique Morali who has resigned. Natalie Bader Messian would therefore serve as Director for the remainder of her predecessor's term of office, i.e. until the end of this Meeting; renew for a four-year term, i.e. until the end of the Meeting held in 2030 to approve the financial statements for the previous fiscal year, the directorship of Natalie Bader Messian. Independence and gender balance We wish to point out that the Board of Directors, on the advice of the Governance, Nominations and Compensation Committee (CGNR), considers Olivier Mauny, Constance Benqué and Natalie Bader Messian to be independent members based on the independence criteria of the Middlenext Code, to which the Company refers on matters of corporate governance. In this respect, it is noted that Olivier Mauny, Constance Benqué and Natalie Bader Messian have no business relationship with the Group. The Group's expertise, experience, skills and knowledge Information regarding the candidates' expertise and experience is provided in the corporate governance report, in Part 4 of the 2025 Universal Registration Document. At the end of this Meeting: the number of members on the Board of Directors would be eight; the Board would therefore include five independent members (i.e. 62.5%) and would continue to comply with the recommendations of the Middlenext Code regarding the proportion of independent Directors; COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS in terms of gender balance, the Board would consist of four women and four men, in compliance with legal requirements. Fifth resolution Reappointment of Olivier Mauny as Director The shareholders' Meeting resolves to reappoint Olivier Mauny as Director for a three-year term that will expire at the end of the Meeting held in 2029 to approve the financial statements for the previous fiscal year. Sixth resolution Reappointment of Constance Benqué as Director The shareholders' Meeting resolves to reappoint Constance Benqué as Director for a three-year term that will expire at the end of the Meeting held in 2029 to approve the financial statements for the previous year. Seventh resolution Ratification of the provisional appointment of Natalie Bader Messian as Director The shareholders' Meeting ratifies the appointment as Director, made on a provisional basis by the Board of Directors at its meeting on September 8, 2025, of Natalie Bader Messian, to replace Véronique Morali who has resigned. Natalie Bader Messian will therefore serve as Director for the remainder of her predecessor's term of office, i.e. until the end of this Meeting. Eighth resolution Reappointment of Natalie Bader Messian as Director The shareholders' Meeting resolves to reappoint Natalie Bader Messian as Director for a four-year term that will expire at the end of the Meeting held in 2030 to approve the financial statements for the previous year. Resolution 9, 10, 11 and 12 Say on Pay Explanatory statement Approval of the fixed, variable and exceptional components of the total compensation and benefits in kind paid during the past fiscal year or awarded for the same fiscal year to Philippe Benacin, Chairman and Chief Executive Officer (individual ex post say on pay) By voting on the 9 th resolution , and in accordance with the provisions of Article L.22-10-34 II of the French Commercial Code, you are asked to approve the fixed, variable and exceptional components of the total compensation and benefits in kind paid during fiscal year 2025 or awarded in respect of fiscal year 2025 to Philippe Benacin, Chairman and Chief Executive Officer. These components are described in detail in the Corporate Governance Report, in Part 4, section 2.3 of the 2025 Universal Registration Document. They were determined in accordance with the compensation policy for executive corporate officers approved by the shareholders' Meeting on April 17, 2025. Approval of the information set out in I of Article L.22-10-9 of the French Commercial Code (overall ex post say on pay) In accordance with the provisions of Article L.22-10-34 I of the French Commercial Code, and by voting on the 10 th resolution , you are asked to approve the information set out in I of Article L.22-10-9 of the French Commercial Code concerning the compensation of corporate officers for fiscal year 2025, as presented in the Corporate Governance Report, in Part 4 of the 2025 Universal Registration Document, under section 2.2. Approval of the compensation policy for corporate officers (ex ante say on pay) In accordance with the provisions of Article L.22-10-8 of the French Commercial Code, you are asked: under the 11 th resolution, to approve the compensation policies for the Chairman and Chief Executive Officer and/or any other executive corporate officer; under the 12 th resolution, to approve the compensation policy for Directors. The compensation policies for the Chairman and Chief Executive Officer and/or any other executive corporate officer and the Directors are presented in the Corporate Governance Report, in Part 4, section 2.1 of the 2025 Universal Registration Document, and in particular in sections 2.1.1 and 2.1.2. COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS These policies were drawn up by the Board of Directors on the recommendation of the Governance, Nominations and Compensation Committee (CGNR). Ninth resolution Approval of the fixed, variable and exceptional components of the total compensation and benefits in kind paid during the past fiscal year or awarded for the same fiscal year to Philippe Benacin, Chairman and Chief Executive Officer The shareholders' Meeting, voting in accordance with Article L.22-10-34 II of the French Commercial Code, approves the fixed, variable and exceptional components of the total compensation and benefits in kind paid during the past fiscal year or awarded for the same fiscal year to Philippe Benacin, Chairman and Chief Executive Officer, as presented in the corporate governance report in the 2025 Universal Registration Document, in Part 4 section 2.3. Tenth resolution Approval of the information set out in I of Article L.22-10-9 of the French Commercial Code The shareholders' Meeting, voting in accordance with Article L.22-10-34 I of the French Commercial Code, approves the information set out in Article L.22-10-9 of the French Commercial Code mentioned in the corporate governance report in Part 4, section 2.2 of the 2025 Universal Registration Document. Eleventh resolution Approval of the compensation policies for the Chairman and Chief Executive Officer and/ or any other executive corporate officer The shareholders' Meeting, voting in accordance with Article L.22-10-8 of the French Commercial Code, approves the compensation policy for the Chairman and Chief Executive Officer and/or any other executive corporate officer, as presented in the corporate governance report in the 2025 Universal Registration Document, in Part 4, section 2.1 and in particular section 2.1.1. Twelfth resolution Approval of the compensation policy for Directors The shareholders' Meeting, voting in accordance with Article L.22-10-8 of the French Commercial Code, approves the compensation policy for Directors, as presented in the corporate governance report in the 2025 Universal Registration Document, in Part 4, section 2.1 and in particular section 2.1.2. Resolution 13 and 14 Proposal to renew the authorization to implement the share buyback program (13 th resolution) and the authorization to reduce the capital by canceling own shares held by the Company (14 th resolution) Explanatory statement Under the thirteenth resolution, you are asked to renew the authorization granted to the Board of Directors, with the power to sub-delegate, for a period of 18 months, to purchase shares of the Company, in one or more transactions and at such times as it deems appropriate, up to a maximum number of shares representing no more than 2.5% of the number of shares comprising the share capital as of the date of this Meeting, adjusted as necessary to account for any capital increases or reductions that may occur during the term of the program. This authorization would supersede the authorization granted to the Board of Directors by the shareholders' Meeting of April 17, 2025 under its fifteenth ordinary resolution. Purchases could be made in order to: support the secondary market or ensure the liquidity of Interparfums shares through an investment services provider under a liquidity contract; hold the repurchased shares and subsequently use them in exchange or as payment in the context of mergers, demergers, asset transfers or external growth transactions; cover share option plans and/or bonus share plans (or similar plans) for the benefit of the Group's employees and/or corporate officers; cover securities that grant rights to receive shares of the Company in accordance with applicable regulations; cancel the repurchased shares, in accordance with the authorization granted or to be granted by the Extraordinary shareholders' Meeting; more generally, implement any market practice that may be permitted by the AMF and carry out any other transaction in compliance with applicable regulations, in which case the Company will inform its shareholders through a press release. The main features of this new resolution put to a vote are as follows: no share buybacks may be carried out during a public offer for the Company's securities initiated by a third party until the end of the offer period; the maximum purchase price is set at €50 per share, representing a theoretical maximum amount of €104,743,850. In the event of a capital operation, such as a stock split, reverse stock split or bonus share grant to shareholders, the aforementioned amount would be adjusted in the same proportions (a multiplier equal to the ratio of the number of shares composing the capital before the operation to the number of shares after the operation); the Company does not intend to use options or derivatives. A description of the share buyback program is provided in Part 1, section 7 of the 2025 Universal Registration Document and in note 3.10.3 of the consolidated financial statements. Due to the cancelation objective, you are also asked, under the fourteenth resolution, to authorize the Board of Directors, for a period of twenty-four months, to cancel, up to a maximum of 10% of the capital as calculated on the day of the cancelation decision, less any shares canceled during the previous 24 months, the shares that the Company holds or may hold, in particular as a result of the repurchases made under its share buyback program, and to reduce the share capital accordingly pursuant to the applicable laws and regulations. Unless prior authorization is granted by the shareholders' Meeting, the Board of Directors may not use this authorization during a public offer initiated by a third party for the Company's securities until the end of the offer period. COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS The Board of Directors would therefore have the powers required to take any necessary action in this regard. Thirteenth resolution Authorization to be granted to the Board of Directors to allow the Company to buy back its own shares in accordance with Article L.22-10-62 of the French Commercial Code The shareholders' Meeting, having reviewed the Board of Directors' report, authorizes the latter, with the power to sub-delegate, for a period of 18 months, in accordance with Articles L.22-10-62 et seq. and L.225-210 et seq. of the French Commercial Code, to purchase shares of the Company, in one or more transactions and at such times as it deems appropriate, up to a maximum number of shares representing no more than 2.5% of the number of shares comprising the share capital as of the date of this meeting, adjusted as necessary to account for any capital increases or reductions that may occur during the term of the program. This authorization supersedes the authorization granted to the Board of Directors by the shareholders' Meeting of April 17, 2025 under its fifteenth ordinary resolution. Purchases may be made in order to: support the secondary market or ensure the liquidity of Interparfums shares through an investment services provider under a liquidity contract, in accordance with the practice permitted by applicable regulations, in which case the number of shares used to calculate the aforementioned limit corresponds to the number of shares purchased, less the number of shares resold; hold the repurchased shares and subsequently use them in exchange or as payment in the context of mergers, demergers, asset transfers or external growth transactions; cover share option plans and/or bonus share plans (or similar plans) for the benefit of the Group's employees and/or corporate officers, including Economic Interest Groups and affiliated companies, as well as all grants of shares under an employee or group savings plan (or similar plan), profit-sharing schemes and/or any other form of share grant to the Group's employees and/or corporate officers, including Economic Interest Groups and affiliated companies; cover securities that grant rights to receive shares of the Company in accordance with applicable regulations; cancel the repurchased shares, in accordance with the authorization granted or to be granted by the Extraordinary shareholders' Meeting; in general, implement any market practice that may be permitted by the AMF and, more generally, carry out any other transaction in compliance with applicable regulations, in which case the Company will inform its shareholders through a press release. These share buybacks may be carried out by any means, including block trades, and at times determined by the Board of Directors. Unless prior authorization is granted by the shareholders' Meeting, the Board may not use this authorization during a public offer initiated by a third party for the Company's securities until the end of the offer period. The Company does not intend to use options or derivatives. The maximum purchase price is €50 per share. In the event of a capital operation, such as a stock split, reverse stock split or bonus share grant to shareholders, the aforementioned amount will be adjusted in the same proportions (a multiplier equal to the ratio of the number of shares composing the capital before the operation to the number of shares after the operation). The maximum amount of the operation is €104,743,850. The shareholders' Meeting grants full powers to the Board of Directors, with the power to sub-delegate, to carry out these operations, determine their conditions and procedures, enter into all agreements and complete all formalities. For the extraordinary session : Fourteenth resolution Authorization to be granted to the Board of Directors to cancel the Company's own shares, in particular those repurchased in accordance with Article L.22-10-62 of the French Commercial Code The shareholders' Meeting, pursuant to Articles L.225-204 and L.22-10-62 of the French Commercial Code, having reviewed the Board of Directors' report and the Statutory Auditors' report: COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Authorizes the Board of Directors to cancel, at its sole discretion, in one or more transactions, up to a maximum of 10% of the capital as calculated on the day of the cancelation decision, less any shares canceled during the previous 24 months, the shares that the Company holds or may hold, in particular as a result of the repurchases made under Article L.22-10-62 of the French Commercial Code or by any other means, and to reduce the share capital accordingly pursuant to the applicable laws and regulations. Sets the validity period of this authorization at twenty-four months from the date of this Meeting. Resolves that the Board of Directors may not, unless prior authorization is granted by the shareholders' Meeting, use this authorization after the filing by a third party of a proposed public offer for the Company's securities until the end of the offer period. Grants full powers to the Board of Directors, with the power to sub-delegate, to complete the operations required for such cancelations and the corresponding capital reductions, amend the Company's bylaws accordingly and complete all necessary formalities. Resolution 15, 16, 17, 18, 19 and 20 Financial delegations of authority and authorizations Explanatory statement The Board of Directors wishes to have the necessary delegations of authority to issue, as it deems appropriate, any shares that may be required to support the Company's business development. For this reason, you are asked to renew the financial delegations of authority and authorizations that are due to expire, i.e. the delegations of authority with and without preemptive rights by public offer and private placement. These new delegations of authority would supersede, as of the date of this shareholders' Meeting and to the extent of any unused portion, any prior delegation of authority granted for the same purpose. For delegations of authority currently in force, the table of current delegations of authority and authorizations granted by the shareholders' Meeting to the Board of Directors and their status of use is available in the corporate governance report in Part 4, section 3.2 of the 2025 Universal Registration Document. The delegations of authority to issue ordinary shares and/or securities giving access to the capital (of the Company or of a Group company) and/or to debt securities, with and without preemptive rights, will expire this year and have not been used. You are asked to renew the delegations of authority for the purpose of carrying out capital increases through a contribution in cash with and without preemptive rights. The aim of these delegations of authority is to grant the Board of Directors, with the power to sub-delegate, full discretion to issue, for a period of 26 months and at the times it so chooses: ordinary shares; and/or securities giving access to the capital and/or debt securities. In accordance with Article L.228-93 of the French Commercial Code, the newly issued securities could give access to ordinary shares to be issued by any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital. The Board of Directors may not, unless prior authorization is granted by the shareholders' Meeting, use these delegations of authority after the filing by a third party of a proposed public offer for the Company's securities until the end of the offer period. Resolution 15 Delegation of authority to issue shares with preemptive rights Explanatory statement Under this delegation of authority, shares would be issued with shareholders' preemptive rights. We propose that the maximum overall nominal amount of ordinary shares that may be issued under this delegation of authority be €100,000,000 (representing less than 40% of the share capital to date). We propose that the maximum nominal amount of debt securities against the Company that may be issued under this delegation of authority be €100,000,000. These limits would be independent of all the limits set by other resolutions of this Meeting. The amount paid or payable to the Company for each share issued under this delegation of authority would be at least equal to the nominal value of the shares. COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS - Fifteenth resolution Delegation of authority to be given to the Board of Directors to issue ordinary shares and/or securities giving access to the capital (of the Company or of a Group company) and/or to debt securities, with preemptive rights The shareholders' Meeting, having reviewed the Board of Directors' report and the Statutory Auditors' special report, and in accordance with the provisions of the French Commercial Code and, in particular, Articles L.225-129-2, L.228-92 and L.225-132 et seq. : Delegates to the Board of Directors, with the power to sub-delegate, the authority to issue, with or without consideration, in one or more transactions, in the proportions and at such times as it deems appropriate, on the French and/or international market, either in euros, foreign currencies or any other unit of account established by reference to a group of currencies, ordinary shares, and/or securities giving access to the capital and/ or debt securities. In accordance with Article L.228-93 of the French Commercial Code, the newly issued securities may give access to ordinary shares to be issued by any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital. Sets the validity period of this delegation of authority at twenty-six months as of the date of this Meeting. Resolves to set the maximum amounts of the authorized issues as follows: The overall nominal amount of ordinary shares that may be issued under this delegation of authority may not exceed €100,000,000. This maximum amount will be supplemented, where relevant, by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. The nominal amount of debt securities against the Company that may be issued under this delegation of authority may not exceed €100,000,000. The aforementioned limits are independent of all the limits set by other resolutions of this Meeting. If this delegation of authority is used in connection with the issues referred to in 1) above: COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS resolves that any issue(s) of ordinary shares or securities giving access to the capital will be reserved preemptively for shareholders who may subscribe as of right ( à titre irréductible ) for new shares; resolves that if the securities subscribed for as of right and, where applicable, any excess shares ( à titre réductible) represent less than the full amount of an issue referred to in 1), the Board of Directors, with the power to sub-delegate, may use the following powers: limit the amount of the issue to the amount of subscriptions, within the limits provided for by regulations, allocate all or part of the unsubscribed securities at its discretion, offer all or part of the unsubscribed securities to the public. Resolves that issues of stock warrants of the Company may be carried out by subscription offer, as well as by free allocation to the owners of existing shares, it being specified that the Board of Directors, with the power to sub-delegate, will have the power to decide that fractional share rights will not be tradable and that the corresponding securities will be sold. Resolves that the amount paid or payable to the Company for each share issued under this delegation of authority will be at least equal to the nominal value of the shares. Resolves that the Board of Directors, with the power to sub-delegate, will have, within the limits set out above, the necessary powers to set the terms and the issue price of the issue(s) and, where relevant, record the resulting capital increases, amend the bylaws accordingly, charge, at its sole discretion, the costs of the capital increases against the premiums related thereto, and deduct from these premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each increase and, more generally, take any necessary action in this regard. Resolves that the Board of Directors may not, unless prior authorization is granted by the shareholders' Meeting, use this delegation of authority after the filing by a third party of a proposed public offer for the Company's securities until the end of the offer period. Notes that this delegation of authority supersedes, as of this date and to the extent of any unused portion, any prior delegation of authority having the same purpose. - Resolution 16, 17, 18, 19 and 20 Delegations of authority without preemptive rights As a preliminary note, we inform you that the price rules proposed in resolutions 16 and 17 would give the Board of Directors some degree of flexibility regarding the reference period for setting the issue price while limiting the discount to 5%. Their aim is to essentially reproduce the price rules that previously applied in relation to the delegations of authority and authorizations previously granted to the Board of Directors of the Company, by making the formal adjustments made necessary following the reform resulting from Law No. 2024-537 of June 13, 2024. Resolution 16 Delegation of authority to issue securities without preemptive rights by public offer and/or as payment for securities in the context of a public exchange offer Explanatory statement Under this delegation of authority, securities would be issued by public offer (excluding the offers referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code) and/or as payment for securities in the context of a public exchange offer. Shareholders' preemptive rights to ordinary shares and securities giving access to the capital and/or to debt securities would be eliminated, and the Board of Directors, with the power to sub-delegate, would have the authority to offer shareholders a priority right to subscribe. The overall nominal amount of ordinary shares that may be issued under this delegation of authority may not exceed €20,000,000, representing less than 8% of the share capital as of this date. This amount would be charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued set at 10% of the share capital on the date of the issue (twentieth resolution). The maximum nominal amount of debt securities against the Company that may be issued under this delegation of authority could not exceed €50,000,000. This limit would be independent of all the limits set by other resolutions of this Meeting. The amount paid or payable to the Company for each ordinary share issued under this delegation of authority, after taking into account the issue price of stock warrants, in the event that such warrants are issued, would be at least equal to one of the following, at the discretion of the Board of Directors: either the weighted average share price over the last three trading sessions on the Euronext Paris regulated market preceding the setting of the issue price, after adjustment, where applicable, of this amount to take account of the difference in the entitlement date, possibly reduced by a maximum discount of 5%; or the weighted average share price of the Company on the day preceding the setting of the issue price, possibly reduced by a maximum discount of 5%; or the weighted average of three consecutive quoted share prices chosen from the last thirty trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 5%. - Sixteenth resolution COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Delegation of authority to the Board of Directors to issue ordinary shares and/or securities giving access to the capital (of the Company or of a Group company) and/or to debt securities, without preemptive rights, by public offer (excluding the offers referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code) and/or as payment for securities in the context of a public exchange offer The shareholders' Meeting, having reviewed the Board of Directors' report and the Statutory Auditors' special report, and in accordance with the provisions of the French Commercial Code and, in particular, Articles L.225-129-2, L.225-136, L.22-10-51, L.22-10-54 and L.228-92: Delegates to the Board of Directors, with the power to sub-delegate, the power to issue, in one or more transactions, in the proportions and at such times as it deems appropriate, on the French and/or international market, by a public offer excluding the offers referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code, either in euros, foreign currencies or any other unit of account established by reference to a group of currencies: ordinary shares, and/or securities giving access to the capital and/ or debt securities. These securities may be issued as payment for securities contributed to the Company in the context of a public exchange offer that meets the conditions set out in Article L.22-10-54 of the French Commercial Code. In accordance with Article L.228-93 of the French Commercial Code, the newly issued securities may give access to ordinary shares to be issued by any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital. Sets the validity period of this delegation of authority at twenty-six months as of the date of this Meeting. The overall nominal amount of ordinary shares that may be issued under this delegation of authority may not exceed €20,000,000. This maximum amount will be supplemented, where relevant, by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. This amount will be charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued as specified in the twentieth resolution. The nominal amount of debt securities against the Company that may be issued under this delegation of authority may not exceed €50,000,000. This limit is independent of all the limits set by other resolutions of this Meeting regarding the nominal amount of debt securities. Resolves to eliminate shareholders' preemptive rights to ordinary shares and securities giving access to the capital and/or to debt securities to which this resolution applies, while nevertheless giving the Board of Directors, with the power to sub-delegate, the authority to offer shareholders a right of priority, in accordance with the law. Resolves that the amount paid or payable to the Company for each ordinary share issued under this delegation of authority, after taking into account the issue price of stock warrants, in the event that such warrants are issued, would be at least equal to one of the following, at the discretion of the Board of Directors: either the weighted average share price over the last three trading sessions on the Euronext Paris regulated market preceding the setting of the issue price, after adjustment, where applicable, of this amount to take account of the difference in the entitlement date, possibly reduced by a maximum discount of 5%; or the weighted average share price of the Company on the day preceding the setting of the issue price, possibly reduced by a maximum discount of 5%; COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS or the weighted average of three consecutive quoted share prices chosen from the last thirty trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 5%. Resolves, in the event that securities are issued as payment for securities contributed in the context of a public exchange offer, that the Board of Directors, with the power to sub-delegate, will have, under the conditions set out in Article L.22-10-54 of the French Commercial Code and within the limits set above, the necessary powers to establish the list of securities contributed in the exchange offer, determine the issue conditions, the exchange ratio and, where applicable, the amount of the cash compensation payment, and the terms of the issue. Resolves that, if the securities subscribed for represent less than the full amount of an issue referred to in 1), the Board of Directors, with the power to sub-delegate, may use the following powers: limit the amount of the issue to the amount of subscriptions, where relevant within the limits provided for by regulations, allocate all or part of the unsubscribed securities at its discretion. Resolves that the Board of Directors, with the power to sub-delegate, will have, within the limits set out above, the necessary powers to set the terms of the issue(s) and, where relevant, record the resulting capital increases, amend the bylaws accordingly, charge, at its sole discretion, the costs of the capital increases against the premiums related thereto, and deduct from these premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each increase and, more generally, take any necessary action in this regard. Resolves that the Board of Directors may not, unless prior authorization is granted by the shareholders' Meeting, use this delegation of authority after the filing by a third party of a proposed public offer for the Company's securities until the end of the offer period. Notes that this delegation of authority supersedes, as of this date and to the extent of any unused portion, any prior delegation of authority having the same purpose. Resolution 17, Delegation of authority to issue shares without preemptive rights by private placement Explanatory statement Under this delegation of authority, securities would be issued without preemptive rights by an offer referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code. Shareholders' preemptive rights to ordinary shares and securities giving access to the capital and/or to debt securities would be eliminated. The overall nominal amount of ordinary shares that may be issued could not exceed €20,000,000, representing less than 8% of the share capital as of this date. This maximum amount would be supplemented, where relevant, by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. This amount would be charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued set at 10% of the share capital on the date of the issue (twentieth resolution). The maximum nominal amount of debt securities against the Company that may be issued under this delegation of authority could not exceed €30,000,000. This limit would be independent of all the limits set by other resolutions of this Meeting. The amount paid or payable to the Company for each ordinary share issued under this delegation of authority, after taking into account the issue price of stock warrants, in the event that such warrants are issued, would be at least equal to one of the following, at the discretion of the Board of Directors: either the weighted average share price over the last three trading sessions on the Euronext Paris regulated market preceding the setting of the issue price, after adjustment, where applicable, of this amount to take account of the difference in the entitlement date, possibly reduced by a maximum discount of 5%; or the weighted average share price of the Company on the day preceding the setting of the issue price, possibly reduced by a maximum discount of 5%; or the weighted average of three consecutive quoted share prices chosen from the last thirty trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 5%. - Seventeenth resolution COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Delegation of authority to the Board of Directors to issue ordinary shares and/or securities giving access to the capital (of the Company or of a Group company) and/or to debt securities, without preemptive rights, by an offer referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code The shareholders' Meeting, having reviewed the Board of Directors' report and the Statutory Auditors' special report, and in accordance with the provisions of the French Commercial Code and, in particular, Articles L.225-129-2, L.225-136 and L.228-92: Delegates to the Board of Directors, with the power to sub-delegate, the power to issue, in one or more transactions, in the proportions and at such times as it deems appropriate, on the French and/or international market, by an offer referred to in point 1 of Article L.411-2 of the French Monetary and Financial Code, either in euros, foreign currencies or any other unit of account established by reference to a group of currencies: ordinary shares, and/or securities giving access to the capital and/ or debt securities. In accordance with Article L.228-93 of the French Commercial Code, the newly issued securities may give access to ordinary shares to be issued by any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital. Sets the validity period of this delegation of authority at twenty-six months as of the date of this Meeting. The overall nominal amount of ordinary shares that may be issued under this delegation of authority may not exceed €20,000,000. This maximum amount will be supplemented, where relevant, by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. This amount will be charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued as specified in the twentieth resolution. The nominal amount of debt securities against the Company that may be issued under this delegation of authority may not exceed €30,000,000. This limit is independent of all the limits set by other resolutions of this Meeting regarding the nominal amount of debt securities. Resolves to eliminate shareholders' preemptive rights to ordinary shares and securities giving access to the capital and/or to debt securities to which this resolution applies. Resolves that the amount paid or payable to the Company for each ordinary share issued under this delegation of authority, after taking into account the issue price of stock warrants, in the event that such warrants are issued, would be at least equal to one of the following, at the discretion of the Board of Directors: either the weighted average share price over the last three trading sessions on the Euronext Paris regulated market preceding the setting of the issue price, after adjustment, where applicable, of this amount to take account of the difference in the entitlement date, possibly reduced by a maximum discount of 5%; or the weighted average share price of the Company on the day preceding the setting of the issue price, possibly reduced by a maximum discount of 5%; or the weighted average of three consecutive quoted share prices chosen from the last thirty trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 5%. Resolves that, if the securities subscribed for represent less than the full amount of an issue referred to in 1), the Board of Directors, with the power to sub-delegate, may use the following powers: limit the amount of the issue to the amount of subscriptions, where relevant within the limits provided for by regulations, allocate all or part of the unsubscribed securities at its discretion. Resolves that the Board of Directors, with the power to sub-delegate, will have, within the limits set out above, the necessary powers to set the terms of the issue(s) and, where relevant, record the resulting capital increases, amend the bylaws accordingly, charge, at its sole discretion, the costs of the capital increases against the premiums related thereto, and deduct from these premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each increase and, more generally, take any necessary action in this regard. Resolves that the Board of Directors may not, unless prior authorization is granted by the shareholders' Meeting, use this delegation of authority after the filing by a third party of a proposed public offer for the Company's securities until the end of the offer period. Notes that this delegation of authority supersedes, as of this date and to the extent of any unused portion, any prior delegation of authority having the same purpose. Resolution 18 Authorization to increase the amount of issues Explanatory statement As part of the aforementioned delegations of authority with or without preemptive rights (fifteenth to seventeenth resolutions), we propose that the Board of Directors be granted the power to increase the number of securities provided for in the initial issue. The number of securities could therefore be increased within 30 days of the close of the subscription by up to 15% of the initial issue and at the same price as the initial issue, up to the maximum amounts set by the Meeting. - Eighteenth resolution Authorization to increase the amount of issues COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS The shareholders' Meeting, having reviewed the Board of Directors' report and the Statutory Auditors' special report, resolves that, for each issue of ordinary shares or securities approved pursuant to the fifteenth to seventeenth resolutions, the number of newly issued securities may be increased under the conditions set out in Articles L.225-135-1 and R.225-118 of the French Commercial Code and up to the maximum amounts set by the Meeting. Resolution 19 Delegation of authority to increase the capital by issuing ordinary shares and/or securities giving access to the capital without preemptive rights to members of a company savings plan Explanatory statement We ask that you vote on this resolution in order to comply with the applicable regulations. As part of this delegation of authority, you are asked to delegate to the Board of Directors, with the power to sub-delegate, your power to increase the share capital by issuing ordinary shares or securities giving access to the Company's capital, without preemptive rights, to members of one or more company or group savings plans set up by the Company and/or its affiliated French or foreign companies. The maximum nominal amount of the capital increase(s) that could be carried out by using this delegation of authority would be 2% of the amount of the share capital at the time of the decision to carry out this increase, with this amount charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued as specified in the twentieth resolution. This delegation of authority would be granted for 26 months. The price of the newly issued shares would be determined under the conditions set out in Article L.3332-19 of the French Labor Code and could not be more than 20% lower or higher than the average quoted share price during the 20 trading sessions on the Euronext Paris regulated market preceding the decision setting the opening date of the subscription. The Board of Directors, with the power to sub-delegate, might or might not implement this delegation of authority, take any measures and complete all necessary formalities. - Nineteenth resolution COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares and/or securities giving access to the capital without preemptive rights to members of a company savings plan in accordance with Articles L.3332-18 et seq. of the French Labor Code The shareholders' Meeting, having reviewed the Board of Directors' report and the Statutory Auditors' special report, voting in accordance with Articles L.225-129-6, L.225-138-1 and L.228-92 of the French Commercial Code and Articles L.3332-18 et seq. of the French Labor Code: Delegates its authority to the Board of Directors, with the power to sub-delegate, as it deems appropriate and at its own discretion, to increase the share capital in one or more transactions by issuing ordinary shares or securities giving access to the Company's capital to members of one or more company or group savings plans set up by the Company and/or its affiliated French or foreign companies under the conditions set out in Article L.225-180 of the French Commercial Code and Article L.3344-1 of the French Labor Code. Eliminates such individuals' preemptive rights to the shares and securities that may be issued under this delegation of authority. Sets the validity period of this delegation of authority at twenty-six months from the date of this Meeting. Limits the maximum nominal amount of the increase(s) that may be carried out by using this delegation of authority to 2% of the amount of the share capital at the time of the decision to carry out this increase, with this amount charged against the overall limit concerning the maximum nominal amount of ordinary shares that may be issued as specified in the twentieth resolution. This amount will be supplemented, where relevant, by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. Resolves that the price of the newly issued shares, pursuant to paragraph 1) of this delegation of authority, may not be more than 20% lower or higher than the average share price during the 20 trading sessions preceding the decision setting the opening date of the subscription. Resolves, in accordance with Article L.3332-21 of the French Labor Code, that the Board of Directors, with the power to sub-delegate, may provide for the free grant to the beneficiaries defined in paragraph one above of newly issued or existing shares or other newly issued or existing securities giving access to the capital of the Company, in respect of (i) the matching contribution that may be made pursuant to the regulations of company or group savings plans, and/ or (ii), where applicable, the discount, and may decide, in the event of the issue of new shares in respect of the discount and/or of the matching contribution, to capitalize the reserves, profits or premiums necessary to pay up said shares. Notes that this delegation of authority supersedes, as of this date and to the extent of any unused portion, any prior delegation of authority having the same purpose. The Board of Directors, with the power to sub-delegate, may or may not implement this delegation of authority, take any measures and complete all necessary formalities. Resolution 20 Overall maximum amounts of the delegations of authority provided for in the sixteenth, seventeenth and nineteenth resolutions of this Meeting Explanatory statement We propose that the maximum overall nominal amount of ordinary shares that may be issued, immediately or in the future, under the delegations of authority to increase the capital without preemptive rights submitted to this Meeting under the sixteenth, seventeenth and nineteenth resolutions be set at 10% of the amount of the share capital on the date of the issue. - Twentieth resolution Overall maximum amounts of the delegations of authority provided for in the sixteenth, seventeenth and nineteenth resolutions of this Meeting The shareholders' Meeting, having reviewed the Board of Directors' report, resolves to set the overall nominal amount of shares that may be issued, immediately or in the future, under the sixteenth, seventeenth and nineteenth resolutions of this Meeting at 10% of the amount of the share capital on the date of the issue, it being specified that this amount may be supplemented by the nominal amount of the capital increase that may be necessary to protect the rights of holders of securities or other rights giving access to the Company's capital, in accordance with the law and any contractual provisions providing for other protective measures. Resolution 21 and 22 Amendments to the bylaws Explanatory statement We propose updating Article 19 of the bylaws to take into account Decree No. 2026-94 of February 13, 2026 and in particular: mentioning the option to send meeting notices to registered shareholders by electronic means; updating the record date, insofar as proof of registration of securities in the name of the shareholder or registered intermediary is now required by midnight Paris time on the fifth business day preceding the meeting. The Board of Directors invites you to vote in favor of the proposed resolutions. - Twenty-first resolution Harmonization of Article 19, paragraph 6, of the bylaws concerning the option to send meeting notices by electronic means COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS The shareholders' Meeting, having reviewed the Board of Directors' report, resolves to amend Article 19 of the bylaws to take into account the provisions of Articles R.225-63 and R.225-68 of the French Commercial Code concerning the option to call registered shareholders to meetings by electronic means, and to amend the sixth paragraph of Article 19 of the bylaws accordingly and as follows: Previous wording New wording Shareholders holding registered shares for at least one month on the date of insertion of the meeting notice shall also be called to any Meeting by ordinary mail or, at their request and at their expense, by registered mail. Shareholders holding registered shares for at least one month on the date of insertion of the meeting notice shall also be called to any Meeting under the conditions set out in applicable regulations . - Twenty-second resolution Amendment of paragraphs 8 and 11 of Article 19 of the bylaws concerning the record date The shareholders' Meeting, having reviewed the Board of Directors' report, resolves to amend Article 19 of the bylaws to take into account the provisions of Article R.22-10-28 of the French Commercial Code, amended by Decree No. 2026-94 of February 13, 2026 concerning the record date, and to amend the eighth and eleventh paragraphs of Article 19 of the bylaws accordingly and as follows: Previous wording New wording Access to Meetings - Representation Any shareholder may attend meetings in person or by proxy, regardless of the number of shares owned, subject to proof of identity, on condition that the shares are paid up in full and have been registered in the securities account in the name of the shareholder or the intermediary, in accordance with subsection 7, article L.228-1 of the French Commercial Code no later than the second business day preceding the date of the shareholders meeting at midnight Paris time, either in the registered securities account maintained by the Company or the bearer share account maintained by the authorized intermediary. (… ) Those shareholders using, within the specified time periods, the electronic voting form made available on the website by the entity assuring the General Meeting services, are considered as shareholders that are present or represented. Electronic forms may be completed and signed directly in accordance with the first line of the second subsection of Article 1367 of the French civil code (code civil), notably by means of an identifier and password. The proxy or voting forms completed electronically prior to the meeting, as well as the acknowledgment of receipt that will be given in reply, will be considered as irrevocable written proof and binding on all parties. Notwithstanding the foregoing, in the event of transfer of ownership before the second business day preceding the shareholders' Meeting at midnight (Paris time), the Company shall invalidate or modify accordingly, as the case may be, the vote by proxy or voting form before this date and time. Access to Meetings - Representation Any shareholder may attend meetings in person or by proxy, regardless of the number of shares owned, subject to proof of identity, on condition that the shares are paid up in full and have been registered in the securities account in the name of the shareholder or the intermediary, in accordance with subsection 7, article L.228-1 of the French Commercial Code no later than the fifth business day preceding the date of the shareholders meeting at midnight Paris time, either in the registered securities account maintained by the Company or the bearer share account maintained by the authorized intermediary. (… ) Those shareholders using, within the specified time periods, the electronic voting form made available on the website by the entity assuring the General Meeting services, are considered as shareholders that are present or represented. Electronic forms may be completed and signed directly in accordance with the first line of the second subsection of Article 1367 of the French civil code (code civil), notably by means of an identifier and password. The proxy or voting forms completed electronically prior to the meeting, as well as the acknowledgment of receipt that will be given in reply, will be considered as irrevocable written proof and binding on all parties. Notwithstanding the foregoing, in the event of transfer of ownership before the fifth business day preceding the shareholders' Meeting at midnight (Paris time), the Company shall invalidate or modify accordingly, as the case may be, the vote by proxy or voting form before this date and time. Resolution 23 Powers Explanatory statement The 23 rd resolution is a standard resolution enabling all the legal formalities required by law to be carried out after the shareholders' Meeting. COMBINED SHAREHOLDERS' MEETING OF APRIL 24, 2026 INTERPARFUMS For the ordinary session : - Twenty-third resolution Powers for formalities The shareholders' Meeting grants all powers to the bearer of an original, copy or extract of these minutes to carry out all filing and publication formalities required by law.