HERMÈS - 2019 Universal Registration Document

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

SPECIAL CONDITIONS FOR ATTENDING

3.6.5

except for decisions falling within their exclusive remit, no decision s taken by the Limited Partners (shareholders) at General Meetings is legitimate unless approved by the Active Partner no later than the end of said meeting. Hermès International’s Articles of Association also contain stipulations that are liable to have an impact on the outcome of a public offering, namely: voting rights are exercised by the bare owners for all decisions • taken at all General Meetings except for decisions regarding the allocation of earnings, for which the usufructuary shall exercise the voting rights, double voting rights are allocated to each registered share after • being held for a period of four consecutive years, any shareholder who comes to hold 0.5% of the share capital • and/or voting rights, or any multiple of that percentage, must disclose the crossing of ownership thresholds (Article 11 of the Articles of Association). Furthermore, a priority right to acquire Hermès International shares, granted by the members of the Hermès family group, and descendants of these members, to H51, is explained on page 398. Lastly, the Executive Management has a delegation of authority to carry out capital increases.

GENERAL MEETINGS General Meetings are convened, except in exceptional circumstances, as provided for by law and Article 24 of the Articles of Association (see page 386). Double voting rights are allocated under the conditions set out in Article 12 of the Articles of Association (see page 381). In the event that a legal (Articles L. 233-7 of the French Commercial Code and L. 433-3 et seq . of the French Monetary and Financial Code) or internal threshold is crossed (Article 11 of the Articles of Association, see page 380) with regard to equity and/or voting rights, a declaration in accordance with the conditions set out in the aforementioned texts must be made, failing which the shares will be deprived of voting rights at General Meetings. FINANCIAL DELEGATIONS OF AUTHORITY In accordance with Article L. 225-100 paragraph 7 of the French Commercial Code, the table below shows all the delegations of competence and powers granted by the General Meeting to Executive Management in financial matters, distinguishing between delegations that were valid, and delegations used, in the 2019 financial year, as applicable. SUMMARY TABLE OF THE USE OF 3.6.6

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Duration of the authorisation (expiry)

Date of General Meeting

Individual limit of each authorisation

Limit common to several authorisations

Delegations valid in 2019

Use in 2019

Maximum nominal amount to be issued immediately and/or in future % of the share capital at the date of the meeting

Resolution number (nature of delegation)

Stock options/free shares 31 May 2016

14 (grant of stock options)

38 months (31 July 2019) 38 months (31 July 2019)

2%

None

2%

31 May 2016

15 (free grants of existing ordinary shares)

2%

See pages 391, 274 and 275

Purchase/cancellation of shares 5 June 2018 6 (share purchase)

18 months (5 December 2019) 1 24 months (5 June 2020) 1 18 months (4 December 2020) 2 24 months (4 June 2021) 2

10%

See page 393

5 June 2018 13 (cancellation of shares)

10%

None

4 June 2019 6 (share purchase)

10%

See page 393

4 June 2019 13 (cancellation of shares)

10%

None

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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