HERMÈS - 2019 Universal Registration Document

COMBINED GENERAL MEETING OF 24 APRIL 2020 PURPOSE AND DRAFT RESOLUTIONS

Eighteenth resolution: Authorisation to be given to Executive Management to grant stock options The General Meeting, acting under the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Executive Management’s report, the Statutory Auditors’ special report, and the Supervisory Board’s report: resolves to authorise Executive Management, pursuant to 1) Articles L. 225-177 to L. 225-186-1 of the French Commercial Code ( Code de commerce ), to grant, within the limits of the legislation in force: on one or more occasions; s to employees and Executive Corporate Officers, or to some or s certain categories thereof, of Hermès International and of companies or groups linked thereto pursuant to the conditions referred to in Article L. 225-180 of the French Commercial Code ( Code de commerce ), options entitling the bearers to purchase Hermès International shares acquired by the Company under legal conditions. confirms that, pursuant to Article L. 233-32 of the French Commercial 2) Code ( Code de commerce ), this delegation may be implemented during a public offering on the shares of the Company: the period during which Executive Management may use this s authorisation, at the time(s) it deems appropriate, is set at 38 months from the date of this meeting; the total number of stock options that may be granted pursuant to s this authorisation may not be such that the number of stock options awarded in respect of this resolution and the number of free shares awarded under the nineteenth resolution represent a number of shares greater than 2% of the total number of ordinary shares of the Company existing at the time the options are granted, without taking into account: those already allocated pursuant to previous authorizations, • those not definitively granted at the end of the vesting period • provided for in the sixth paragraph of Article L. 225-197-1 of the French Commercial Code ( Code de commerce ), those no longer subject to the retention period provided for in the • seventh paragraph of Article L. 225-197-1 of the French Commercial Code ( Code de commerce ). the stock options may be exercised by the beneficiaries within a s maximum period of seven years from their grant date, the purchase price of the shares shall be set by Executive s Management within the limits and according to the procedures specified in Articles L. 225-177 paragraph 4 and L. 225-179 paragraph 2 of the French Commercial Code ( Code de commerce ) and shall be at least equal to 80% of the average of the prices quoted on the Euronext Paris regulated market during the 20 trading days preceding the granting of the options, without being less than 80% of the average purchase price of the shares held by the Company in respect of purchases made under the conditions provided for in Articles L. 225-208 and L. 225-209 of said code,

to this end, the General Meeting gives the broadest of powers to s the Executive Management, within the limits set above, for the purpose of implementing this resolution, and in particular: to determine the terms of the operation, specifically the conditions • under which the stock options will be granted, the period(s) during which the options may be granted and exercised, the list of beneficiaries of the stock options and the number of shares that each one may acquire, to set the conditions under which the options may be exercised, • where applicable, to stipulate a period of non-transferability • and/or prohibition of conversion to bearer form of shares arising from the exercise of stock options, on the understanding that the period of non-transferability cannot exceed three years from the stock option exercise date, to schedule the ability to temporarily suspend the exercise of options • for a maximum period of three months in the event of financial transactions that involve the exercise of a right attached to the shares, in the event one or more Executive Chairmen are granted stock options: s resolves that the Executive Management must ensure that the • Company meets one or more of the conditions specified in Article L. 225-186-1 of the French Commercial Code ( Code de commerce ) and must take all appropriate measures to this end, resolves that the Supervisory Board must ensure that the stock • options may not be exercised before the relevant Executive Chairmen cease their duties, or must set a number of shares resulting from the exercise of stock options to be kept in registered form until the termination of their duties, resolves that, in accordance with the Afep-Medef Corporate • Governance Code, to which the Company refers: the exercise price of the options will not include any discount, - the options granted will be subject to demanding performance - conditions to be met over several consecutive years and defined at the time of their granting, the maximum percentage of shares to which Executive Chairmen - may subscribe by virtue of their options under this resolution is 0.05% of the share capital at the date on which Executive Management decides to grant them, this sub-limit being offset against the 2% ceiling common to the delegations granted under the eighteenth and nineteenth resolutions, if, during the period during the option grant period, the Company s conducts one of the transactions provided for by Article L. 225-181 of the French Commercial Code ( Code de commerce ) or by Article R. 225-138 of the same code, under regulatory conditions and to take into account the impact of this transaction, the Company will take those measures necessary to protect the interests of the beneficiaries, including, if necessary, by adjusting the number and price of the shares that may be obtained by exercising the options granted to the beneficiaries, each year, the Executive Management will notify the Ordinary s General Meeting of the transactions conducted in connection with this delegation.

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2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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