MEETING NOTICE
EXTRAORDINARY GENERAL MEETING DECEMBER 17, 2025
MAISON DE LA CHIMIE,
28 RUE SAINT DOMINIQUE 75007 PARIS
12 p.m.The General Meeting will be broadcast live on the Company's website via the following link:
https://www.interparfums-finance.fr/assemblee-generale-2025-2/
and will also be available for viewing at a later date.
Practical note
We draw shareholders' attention to the fact that this General Meeting is extraordinary in nature and will therefore be strictly limited to the agenda (Merger of the French companies Interparfums Holding SAS and Interparfums SA) and the corresponding discussions.
No additional items will be distributed at the end of this meeting.
- AGENDA
- PARTICIPATING IN THE GENERAL MEETING
- REPORT OF THE BOARD OF DIRECTORS
- DRAFT RESOLUTIONS
- SUMMARY OF THE COMPANY'S ACTIVITIES IN 2024
- REQUEST FOR DOCUMENTS AND LEGAL INFORMATION
AGENDA
Report of the Board of Directors;
Reports of the merger auditors;
Report of the Statutory Auditors on the capital reduction;
First resolution: Approval of the merger plan providing for the transfer of the assets of Interparfums Holding to the Company; consequently, increase in share capital;
Second resolution: Recognition of the completion of the merger - Allocation of the merger premium;
Third resolution: Capital reduction for the cancellation of treasury shares received by Interparfums Holding as part of the merger;
Fourth resolution: Amendments to the articles of association relating to the merger and capital reduction;
Fifth resolution: Powers for formalities.
ATTENDING THE GENERAL MEETING
GENERAL INFORMATIONAll shareholders, regardless of the number of shares they hold, are entitled to participate in the Meeting.
In accordance with Article R 22-10-28 of the French Commercial Code, shareholders wishing to participate in the General Meeting, be represented at it, or vote remotely must prove ownership of their shares on the second business day preceding the Meeting, i.e., December 15, 2025, at midnight (Paris time), by registering the securities in their name or in the name of the intermediary registered on their behalf:
For REGISTERED shareholders, in the Company's register, maintained by its agent CM-CIC;
For BEARER shareholders, in the securities accounts held by the authorized account-keeping intermediary.
TERMS AND CONDITIONS FOR PARTICIPATING IN THE GENERAL MEETINGShareholders wishing to attend the General Meeting in person may:
Shareholders whose shares are registered in NOMINATIVE form must either: (i) arrive on the day of the General Meeting at the counter specially designated for this purpose, bringing proof of identity; or (ii) request an admission card
(a) from CIC Services, by mail at the following address: CIC Services Assemblées Générales, 6 avenue de Provence 75452 Paris Cedex 09 or by email at the following address:serviceproxy@cic.fr ; or (b) on the secure VOTACCESS platform accessible via the website at the following address: https://www.actionnaire.cic-marketsolutions.eu
For shareholders whose shares are registered as BEARER shares: (i) request that the authorized intermediary managing their securities account send them an admission card, or (ii) if this authorized intermediary is connected to the secure VOTACCESS platform, request their admission card via this platform by accessing it through the authorized intermediary's internet portal.
This admission card is sufficient to physically attend the General Meeting; if a bearer shareholder has not received their admission card in time or has misplaced it, they may obtain a certificate of attendance directly from the authorized intermediary and attend the Meeting with this certificate.
Bearers and registered shareholders must be able to prove their identity in order to attend the General Meeting.
Shareholders who are not attending the Meeting in person and wish to vote by mail or be represented by giving proxy to the Chairman of the General Meeting or to any other person may:
For shareholders whose shares are registered in NOMINATIVE form: (i) request and send the single postal or proxy voting form to CIC Services Assemblées Générales, 6 avenue de Provence 75452 Paris Cedex 09, France, or by email to the following address:serviceproxy@cic.fr ; or (ii) submit their voting instructions or appoint (or revoke) a proxy before the General Meeting on the secure VOTACCESS platform;
For shareholders whose shares are registered as BEARER shares: (i) request the single form for voting by mail or proxy from the intermediary that manages your securities. This single form must be accompanied by a certificate of participation issued by the financial intermediary and sent either by post to: CIC Services Assemblées Générales, 6 avenue de Provence 75452 Paris Cedex 09 or by email to the following address:serviceproxy@cic.fr ; or (ii) if this authorized intermediary is connected to the secure VOTACCESS platform, vote or appoint (or revoke) a proxy via this platform by accessing it through the internet portal of this authorized intermediary.
The single form for postal voting and proxy voting will be available online on the Company's website https://www.interparfums-finance.fr.
To be valid, postal voting forms must be received by the issuer or the CIC General Meetings department no later than three clear days before the General Meeting, i.e. by midnight on December 13, 2025. Shareholders may obtain, within the legal deadlines, the documents provided for in Articles R. 225-81 and R. 225-83 of the French Commercial Code by sending a request to CIC Services Assemblées Générales, 6 avenue de Provence 75452 Paris Cedex 09 or by email to the following address: serviceproxy@cic.fr
The secure VOTACCESS platform will be open from November 28, 2025. The possibility of voting or appointing a proxy via this platform will end on the day before the General Meeting, i.e., December 16, 2025, at 3 p.m. Paris time, in accordance with Article R. 225-80 of the French Commercial Code.
However, to avoid any potential congestion, shareholders are advised not to wait until the day before the General Meeting to vote.
In accordance with the provisions of Articles R.22-10-24 and R. 225-7G of the French Commercial Code, notification of the appointment and revocation of a proxy may also be made electronically, in accordance with the following procedures:
For shareholders whose shares
registered as bearer
administered registered
are
shares or shares:
shareholders must send an email to the following
address:serviceproxy@cic.fr , specifying the name of the issuer concerned, the date of the General Meeting, their surname, usual first name, address and full bank details, as well as the surname and first name of the proxy.
For shareholders whose shares are registered in their name: shareholders must send an email to the following address:serviceproxy@cic.fr , specifying the name of the issuer concerned, the date of the General Meeting, the surname, first name, address, and registered account number of the principal with CIC, as well as the surname, first name, and address of the proxy.
For appointments or revocations of mandates expressed electronically to be validly taken into account, confirmations must be received no later than the day before the General Meeting, December 16, 2025, at 3 p.m. (Paris time).
Only notifications of appointment or revocation of mandates may be sent to the above email address; any other requests or notifications relating to other matters cannot be considered.
WRITTEN QUESTIONSUntil the fourth business day preceding the date of the General Meeting, i.e., December 11, 2025, any shareholder may send written questions to the Chairman of the Company's Board of Directors, in accordance with the provisions of Article R. 225-84 of the French Commercial Code.
These written questions should be sent, preferably by email, to the following address:assembleegenerale2025@interparfums.fr (or by registered letter with acknowledgment of receipt addressed to the registered office). They must be accompanied by proof of registration in the account.
SHAREHOLDERS' RIGHT TO COMMUNICATIONThe documents referred to in Articles L. 225-115, R. 225-83, R. 225-88, R. 225-89, and R. 225-90 of the Commercial Code
are available at the Company's registered office for shareholders who, where applicable, may obtain them within the time limits and under the conditions provided for by law.
All documents and information provided for in Article
R. 22-10-23 of the Commercial Code may be consulted on the Company's website at the following address: https://www.interparfums-finance.fr .
BROADCAST OF THE MEETINGIn accordance with applicable legal and regulatory provisions, the entire General Meeting will be broadcast live via a link that will be available on the Company's website under the heading
"Shareholders/General Meeting": https://www.interparfums-finance.fr/assemblee-generale-2025-2/
The recording will be available on the Company's website no later than seven (7) business days after the date of the Meeting and for at least two years from the date it is posted online.
For further information, please do not hesitate to:
Contact the Meeting Department, CIC Océane Harimanitra Tel.:+33 (0)1 53 48 81 07 CIC General Meeting Department, 6 avenue de Provence 75009 Paris
Email: serviceproxy@cic.fr
Visit our website: https://www.interparfums-finance.fr
Contact Interparfums shareholder services, Monday to Friday from 9 a.m. to 6 p.m. on +33 (0)1 53 77 00 00
From abroad +33 (0)1 53 77 00 00
Write to us: Interparfums, Shareholder Relations, Karine MARTY, 10 rue de Solférino, 75007 Paris, France, or relationsactionnaires@interparfums.fr
BOARD OF DIRECTORS' REPORT
The French company Interparfums SA, listed on Euronext Paris, proposes to absorb the French company Interparfums Holding SAS in December 2025.
Reasons and purpose of the transaction:
To date, Interparfums Holding SAS has no operational activities. Its sole asset (excluding cash) consists of shares in Interparfums SA. This company has no development objectives of its own, nor any specific investment projects.
This transaction has the advantage of simplifying the shareholding structure of the French company Interparfums SA by simply replacing its sole shareholder, the French company Interparfums Holding SAS, with the American company Interparfums Inc., whose shares are listed on the Nasdaq in New York.
The Board of Directors of Interparfums SA and the Chairman of Interparfums Holding SAS have therefore decided to present to their respective shareholders a plan to merge Interparfums SA and Interparfums Holding SAS, with the former absorbing the latter. It should be noted that Interparfums SA is controlled at the highest level by Philippe Benacin and Jean Madar.
Diagram of the structure before/after the merger
Before
After
Interparfums Inc
Interparfums Inc
│
│
▼
▼
Interparfums Holding SAS
│
Interparfums SA
▼
Interparfums SA
Caption: Simplified structure of Interparfums after the merger (disappearance of Interparfums Holding SAS).
Characteristics of the merger:
The valuation of the contributions in connection with the merger is as follows:
Assets contributed by Interparfums Holding SAS: € 1, 911,858,200
Liabilities assumed by Interparfums SA: € 234,227
The net assets contributed thus amount to: € 1,911,623,973
It should be noted that the assets and liabilities transferred have been valued at their fair values.
In consideration and representation of the net assets transferred as part of the merger, 60,632,062 new shares will be created and fully paid up by the French company Interparfums SA. These shares will all be allocated to the US company Interparfums Inc, the sole shareholder of Interparfums Holding SAS. The share capital of Interparfums SA will thus be increased by a nominal amount of €181,896,186, bringing it from €251,183,547 to €433,079,733.
These new shares would be allocated to the shareholders of Interparfums Holding SAS at a ratio of 25.5852 Interparfums SA shares for each share of Interparfums Holding SAS. As Interparfums Holding SAS's sole asset (excluding cash) is its Interparfums SA shares, the merger ratio between Interparfums SA and Interparfums Holding SAS is established on a transparency basis.
The President of the Paris Economic Activities Court has appointed Mr. Robert Bellaiche and Mr. Laurent Benedict as merger commissioners. They have already prepared their reports and concluded that the exchange ratio is fair and that the net assets contributed by the absorbed company are at least equal to the nominal amount of the capital increase of the absorbing company.
The difference between:
The net assets contributed, i.e. €1,911,623,973
And the nominal amount of the shares to be created by the Absorbing Company, i.e.
€181,896,186
Representing the sum of €1,729,727,787
Constitutes the merger premium.
As part of the merger, Interparfums SA will receive 60,564,819 of its own shares. These shares are intended to be canceled in
their entirety. The share capital of Interparfums SA will thus be reduced by €181,694,457 to €251,385,276.
The difference between the contribution value of these shares, i.e., €1,909,503,048, and the amount of capital reduction, i.e.,
€181,694,457, representing a total of €1,727,808,591, will be charged to the merger premium, the amount of which will thus be reduced to €1,919,196.
From an accounting and tax perspective, all transactions carried out by the Absorbed Company from October 1, 2025, until the date of final completion of the merger will be taken over by the Absorbing Company.
Impact on the distribution of Interparfums SA's capital
As of August 31, 2025, the capital and voting rights of Interparfums SA were distributed as follows:
Shares held
% of capital
Theoretical
voting rights
% of theoretical voting rights
Actual voting
rights
% of actual voting rights
Interparfums Holding SAS
60,564,819
72.34%
116,964,488
83.14%
116,964,488
83.20%
Public
23,062,323
27.54%
23,623,833
16.79%
23,623,833
16.80%
Treasury shares held
100,707
0.12%
100,707
0.07%
-
-
Total
83,727,849
100%
140,689,028
100%
140,588,321
100%
The capital and voting rights of Interparfums SA would be distributed as follows following the merger and cancellation of all Interparfums SA shares received by the latter in connection with the merger:
Shares held
% of capital
Theoretical voting rights
% of theoretical
voting rights
Actual voting rights
% of of actual
voting
rights
Interparfums Inc
60,632,062
72.36%
121,264,124
83.64%
121,264,124
83.70%
Public
23,062,323
27.52%
23,623,833
16.29%
23,623,833
16.30%
Treasury shares held
100,707
0.12%
100,707
0.07%
-
-
Total
83,795,092
100%
144,988,664
100%
144,887,957
100%
Completion of merger
In a decision dated November 6, 2025, the AMF found that this transaction does not require the prior filing of a Public Withdrawal Offer pursuant to Article 236-6 of the AMF's General Regulations.
The proposed merger is subject to the approval of the merger by the sole shareholder of Interparfums Holding SAS and to your approval at this Meeting.
You are therefore kindly requested to vote in favor of all the resolutions submitted to you at this Meeting.
You will find on our website: https://www.interparfums-finance.fr under the heading Stock Market/Shareholders/General Meeting/Documentation, an information document known as the "merger exemption document" which describes the transaction in greater detail. This document, filed with the AMF, was made available to you 30 days prior to this Meeting.
DRAFT RESOLUTIONS SUBMITTED FOR APPROVAL BY
THE EXTRAORDINARY GENERAL MEETING
FIRST RESOLUTION
Approval of the merger plan providing for the transfer of the assets of Interparfums Holding to the Company; consequently, increase in share capital
After reviewing the merger plan providing for the universal transfer of Interparfums Holding's assets to the Company, the reports of the Board of Directors and the merger auditors, and the information document known as the "merger document," the Extraordinary General Meeting approves this merger plan in its entirety, and specifically:
the proposed exchange ratio of 25.5852 shares of the Company for 1 share of Interparfums Holding,
the valuation at fair value of the transferred assets and liabilities,
the value of the transferred assets thus valued, amounting to a net sum of €1,911,623,973,
the expected amount of the merger premium, i.e., €1,729,727,787.
Consequently, the General Meeting approves the merger provided for in the agreement entered with Interparfums Holding and the resulting capital increase of a nominal amount of €181,896,186, represented by 60,632,062 new ordinary shares with a nominal value of €3 each, to be distributed among the shareholders of Interparfums Holding in accordance with the approved exchange ratio.
The new shares will carry current dividend rights and will, upon creation, be treated as existing ordinary shares and subject to all provisions of the Articles of Association.
The share capital is thus increased from €251,183,547 to €433,079,733.
SECOND RESOLUTION
Recognition of the completion of the merger - allocation of the merger premium
The Extraordinary General Meeting notes that, as a result of:
the adoption of the preceding resolution,
the fulfillment of all conditions precedent provided for in the merger plan, and
the approval of the transaction by the sole shareholder of Interparfums Holding,
The merger of Interparfums Holding and the Company, through the absorption of the former by the latter, is final.
Consequently, it notes that the merger by absorption of Interparfums Holding and the increase in the Company's share capital are
final and that Interparfums Holding is therefore definitively dissolved without liquidation.
The Extraordinary General Meeting decides to authorize the Board of Directors to charge the costs incurred by the merger that has just been completed to the merger premium.
The Extraordinary General Meeting authorizes the Chief Executive Officer, with the power to sub-delegate, to complete all formalities, draw up and sign all deeds (including the declaration of regularity and compliance), declarations and documents that may be necessary to ensure the proper transfer of all assets, rights, and obligations of Interparfums Holding to the Company.
THIRD RESOLUTION
Capital reduction for the cancellation of treasury shares received by Interparfums Holding as part of the merger
The Extraordinary General Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors:
notes that among the assets transferred by Interparfums Holding are 60,564,819 shares in the Company that the latter does not intend to retain;
decides to cancel these shares and to reduce the share capital accordingly by €181,694, 457, corresponding to the
nominal value of the cancelled shares, thereby reducing the Company's capital from
€433,079,733 to €251,385,276;
- decides that the difference between the contribution value of the said shares, i.e.€1,909,503,048, and the amount of the capital reduction, i.e., €181,694,457, thus representing the sum of €1,727,808,591 shall be deducted from the merger premium, the amount of which shall thus be reduced to €1,919,196.
FOURTH RESOLUTION
Amendments to the Articles of Association relating to the merger and capital reduction;
Following the completion of the merger and capital reduction operations decided upon in accordance with the preceding resolutions, the Extraordinary General Meeting decides to amend Article 6 of the Articles of Association as follows:
"The share capital is set at two hundred and fifty-one million, three hundred and eighty-five thousand, two hundred and seventy-six EUROS (€251,385,276). It is divided into eighty-three million seven hundred ninety-five thousand ninety-two SHARES (83,795,092) with a par value of €3 each, fully paid up and subscribed.
Following the deliberations of the Extraordinary General Meeting of Shareholders on December 17, 2025: The share capital was increased by €181,896,186 in consideration for the merger with Interparfums Holding, bringing it from
€ 251,183,547, to €433,079,733 through the creation of 60,632,062 new shares with a par value of €3 each.
The share capital was reduced by €181,694,457 through the cancellation of 60,564,819 treasury shares with a par value of 3 euros each received in connection with the absorption of Interparfums Holding."
FIFTH RESOLUTION
Powers for formalities.
The Extraordinary General Meeting grants full powers to the bearer of a copy or extract of these minutes to carry out all the filing and publicity formalities required by law.
Summary of the Company's activity in 2024
Evolution of the Company's activity in 2024
With quarterly sales once again exceeding €200 million in the fourth quarter of 2024, the Interparfums Group achieved its targets for the full year: sales for the 2024 financial year amounted to
€880.5 million, up 10.3% at current exchange rates
and
Evolution by brand
compared to fiscal year 2023. This performance reflects continued strong demand for the portfolio's flagship brands and an extremely positive first year for Lacoste fragrances.
After growing 16% in 2023, Jimmy Choo fragrances recorded a further increase in sales in 2024 of nearly 7% and continued their development thanks to the successful launch of the I Want Choo Le Parfum line, which began last June.
With sales once again exceeding €200 million for the year, Montblanc fragrances consolidated their position thanks to the strength of the Montblanc Legend and Montblanc Explorer lines.
Following very strong sales growth in 2023, continued demand for virtually all of Coach's historic women's and men's lines is once again helping to consolidate the business in 2024 ahead of the launch of two major new ranges in 2025.
Growth by geographic region
In North America, following very strong sales growth in recent years (+27% in 2022 and +13% in 2023), thanks to several extremely successful launches, particularly for the Jimmy Choo and Coach brands, business remains buoyant in 2024 with sales of €332 million in a perfume market that remains active, particularly in the United States.
After sales rose 29% in 2023, South America continues its positive trend with 13% growth in 2024, supported by the resumption of distribution of Lacoste fragrances and the strength of Montblanc fragrances.
Lacoste fragrances posted sales of nearly €80 million in 2024, well above expectations at the start of the year, and had a very promising first year of operation, thanks to the strong performance of the
L.12.12 lines and the successful launch of the Lacoste Original line in France and internationally.
More stable business in Eastern Europe and Asia in the second half of the year enabled Lanvin fragrances to limit their decline in a year without any major launches.
Rochas fragrances showed slight growth, driven by strong sales of the Eau de Rochas, Citron Soleil and Orange Horizon lines, the first additions to a collection derived from the Eau de Rochas line.
While some markets in Asia are consolidating their activity after three years of very strong growth (Australia) or appear less buoyant (South Korea), the overall trend remains positive in Singapore, Japan and also China (+18%).
After a difficult first half of the year, the recovery in shipments to certain markets, the strong performance of flagship brands and the resumption of distribution of Lacoste fragrances enabled Eastern Europe to return to growth in 2024.
Thanks to a 40% increase in sales in the second half of 2024, Western Europe posted growth of nearly 25% for the full year 2024, driven by the launch of the Jimmy Choo I Want Choo Le Parfum and Lacoste Original lines.
France performed very well, exceeding expectations, mainly thanks to the Rochas and Jimmy Choo brands, a trend reinforced by the very positive recovery
in the distribution of Lacoste fragrances and the launch of the Lacoste Original line in the middle of the year.
Finally, while the Middle East continues to suffer from the repercussions of ongoing conflicts in the region and a reduction in the number of points of sale in many markets, business remains positive thanks to Montblanc, Jimmy Choo, and Lacoste fragrances.
Please note that information relating to the first half of 2025 is available in the 2025 half-year financial report published on the Company's website https://www.interparfums-finance.fr under the heading "Financial Information/Publications and Reports/Financial Reports."
Shareholders are also invited to consult the latest press releases on the Company's website https://www.interparfums-finance.fr under the heading "Financial Information/Publications and Reports/Financial Publications," including those relating to revenue for the third quarter of 2025.
REQUEST FOR DOCUMENTS
AND LEGAL INFORMATION
Extraordinary General Meeting of December 17, 2025 Covered by Article R.225-83 of the Commercial Code
To be returned to Interparfums by email: relationsactionnaires@interparfums.fr
Or by post: Shareholder Relations, Interparfums, Ms. Karine Marty, 10 rue de Solférino, 75007 Paris
Ms./Mr./Company
Name (or company name):
..........................................................................................................................
First name:
..........................................................................................................................
Full address:
..........................................................................................................................
No Street
:....................................................................................................................
Zip code City
:....................................................................................................................
Email :.................................................................................................................. Owner of registered shares
And/or bearer shares
Registered with at (1):......................................................................................................................
(1) Name of the bank, financial institution, or brokerage firm holding the share accounts.
Requests the documents and information referred to in Article R.225-83 of the French Commercial Code, available at https://www.interparfums-finance.fr.
To: ...................................................................... , on 2025
Signature:
NOTE: In accordance with Article R.225-88, paragraph 3, of the French Commercial Code, from the date of this notice of meeting until 5 p.m. on the day before the meeting, any shareholder of registered securities may, by means of a single request, ask the Company to send them the documents and information referred to in Articles R.225-88 and R.225-90 of the French Commercial Code.eday inclusive prior to the meeting, any shareholder holding registered securities may, by means of a single request, ask the Company to send them the documents and information referred to in Articles R.225-81 and R.225-83 of the French Commercial Code for each subsequent General Meeting of Shareholders. In this case, the shareholder must indicate this on the present request. In addition to the information contained in this brochure, the information provided for in Articles R.225-81 and R.225-83 is available on the website https://www.interparfums-finance.fr under the heading "Investors/Regulated Information" and under the heading"General Meeting" section.
INTERPARFUMSBOUCHERON COACH GOUTAL JIMMY CHOO
KARL LAGERFELD KATE SPADE LACOSTE LANVIN
MONCLER MONTBLANC OFF WHITE ROCHAS SOLFERINO
VAN CLEEF & ARPELS
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Disclaimer
Inter Parfums SA published this content on November 27, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on November 27, 2025 at 20:08 UTC.


















