HERMÈS - 2019 Universal Registration Document

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COMBINED GENERAL MEETING OF 24 APRIL 2020 PURPOSE AND DRAFT RESOLUTIONS

NINETEENTH RESOLUTION: ALLOCATION OF FREE SHARES

Purpose By the 19 th resolution, we recommend that you renew the authorisation granted to the Executive Management to grant free existing ordinary shares in the Company. The Company would like to renew this authorisation because it is part of the Group's long-term compensation policy, which aims to share the benefits of growth with employees and enable them to identify more closely with the growth decisions taken by Hermès in the long term. The employee shareholding plans were implemented several years ago (the first dates back to 1993), making it possible to recognise the contribution of employees to the House's development, regardless of their role and geographical location. They also serve to increase attractiveness, motivation and loyalty, in order to align beneficiaries' interests with those of the Company and its stakeholders. The total number of free shares that may be granted pursuant to this authorisation and the total number of shares to which stock options may grant entitlement pursuant to the 18 th resolution and not yet exercised may not represent a number of shares greater than 2% of the number of ordinary shares of the Company on the day of said grant, without taking into account: those already allocated pursuant to previous authorisations; s those not definitively allocated at the end of the vesting period provided for in the sixth paragraph of Article L. 225-197-1, I of the French s 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, I of the French Commercial Code s ( Code de commerce ). The total number of free shares allocated must also respect the maximum limit authorised in Article L. 225-197-1 of the French Commercial Code ( Code de commerce ) and, more generally, by applicable laws. The vesting period for free shares may not be less than two years, and the Executive Management is authorised to reduce the vesting period to one year if the share allocation is subject to a mandatory retention period of a minimum duration of one year. The mandatory retention period for shares may not be less than one year, and the Executive Management is authorised to reduce or remove it, under the conditions and limits provided for by the law in force on the date of the grant decision, except for the special cases set out in the resolution. In accordance with Article L. 233-32 of the French Commercial Code ( Code de commerce ), this delegation of authority may be implemented during a public offering on the shares of the Company. As is the case for stock options, in the event that one or more Executive Chairmen are granted free shares: the Company must meet one or more of the conditions specified in Article L. 225-197-6 of the French Commercial Code ( Code de commerce ), i.e.: 1) either grant free shares to all of the Company’s employees and to at least 90% of the employees of its French subsidiaries, or s allocate stock options to the employees referred to above, or s provide the above employees with a unilateral matching contribution to the company savings plan, or s enhance (or set up if necessary) arrangements for profit-sharing and/or incentive schemes for employees of the Company and its subsidiaries; s in accordance with the provisions of Article L. 225-197-1, II of the French Commercial Code ( Code de commerce ), the Supervisory Board must 2) ensure that the shares granted cannot be sold before the Executive Chairmen cease their duties, or must set a quantity of these shares that must be kept in registered form until the cessation of their duties; in addition, in accordance with the Afep-Medef Corporate Governance Code, to which the Company refers: 3) the free shares granted will be subject to demanding performance conditions to be met over several years and defined at the time of their s granting, the maximum percentage of free shares that may be granted is 0.05%, this sub-limit being offset against the 2% ceiling common to the s delegations under the 18 th and 19 th resolutions.

This authorisation would be valid for 38 months from the date of the General Meeting. The Statutory Auditors’ report on the 19 th resolution is presented on page 444.

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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