HERMÈS - 2019 Universal Registration Document

COMBINED GENERAL MEETING OF 24 APRIL 2020 PURPOSE AND DRAFT RESOLUTIONS

TWENTIETH RESOLUTION: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Purpose Through the 20 th resolution, we ask you to amend the Articles of Association as follows:

Amendment of Article 18.6 of the Articles of Association (number of employee representatives on the Supervisory Board) Law No. 2019-486 of 22 May 2019 on the growth and transformation of companies (the “Pacte” law) strengthened employee representation on the Supervisory Board, by lowering the thresholds for the composition of boards provided for by the Rebsamen law of 17 August 2015. Pursuant to Article L. 225-79-2 of the French Commercial Code ( Code de commerce ), partnerships limited by shares ( sociétés en commandite par actions ) – are now required to appoint two employee representatives to the Supervisory Board when the latter is composed of more than eight members (versus 12 before the Pacte law). We thus ask you to amend Article 18.6 of the Company’s Articles of Association to comply with these new provisions. We also point out that the Company is already in compliance with this obligation, given that when the term of office of Mr Frédéric Afriat, employee representative on the Supervisory Board, expired on 8 November 2019, the Group Works Council was asked to appoint two new members, without waiting for the amendment to Article 18.6 of the Articles of Association, and respecting gender parity. The two new Supervisory Board members representing employees were appointed on 12 November 2019 (Ms Pureza Cardoso and Mr Rémy Kroll). Further information on these new members is available on pages 225 and 232 of the 2019 Universal registration document.

Amendment of Article 22 of the Articles of Association (compensation of Supervisory Board members) The Pacte law amended Article L. 225-83 of the French Commercial Code by deleting the term “directors’ fees”. We thus ask you to amend Article 22 of the Articles of Association to take account of this change.

Twentieth resolution: Amendment to Articles 18.6 (number of Supervisory Board members representing employees) and 22 (compensation of Supervisory Board members) of the Company's Articles of Association The General Meeting, acting under the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Executive Management’s report and the Supervisory Board’s report, resolves to amend the wording of Articles 18.6 and 22 of the Articles of Association as follows: Article 18 – SUPERVISORY BOARD - Paragraph 18.6 now reads as follows (added words are underlined and in bold, deleted words are struck through): “18.6 - Where the provisions of Article L. 225-79-2 of the Commercial Code are applicable to the Company, one or more members, natural persons, representing the Group’s employees must be appointed under the conditions set by the above-mentioned article. When the Supervisory Board consists of 13 and more members (not including the employee representatives), a second natural member representing the Group's employees must be appointed. The number of Supervisory Board members taken into account, when determining the number of Supervisory Board members representing the employees is assessed on the date of appointment of the employee representatives to the Board. Neither the Supervisory Board members elected by the employees under Article L. 225-27 of the Commercial Code, nor the employee shareholder Supervisory Board members appointed in accordance with Article L. 225-23 of the Commercial Code are therefore taken into account.

The term of office for employee representative Supervisory Board members will be as indicated in Article 18.2 of the present Articles of Association. A reduction to 12 or fewer than twelve to the number of Supervisory Board members, within the framework of the application of the provisions of Article L. 225-79-2 of the Commercial Code , will have no effect on the term of all Supervisory Board members representing the employees that will come to an end upon its normal expiry. The Supervisory Board members representing the employees are appointed by the Company’s Group Committee. The Supervisory Board members representing the employees must, at least two years beforehand, have signed an employment contract with the Company or one of its direct or indirect subsidiaries having its registered office in France or abroad. Notwithstanding the rule contained in Article 18.1 of the present Articles of Association, the Supervisory Board members representing the employees are not required to be shareholders.” The rest of the Article remains unchanged. Article 22: COMPENSATION OF THE SUPERVISORY BOARD This Article now reads as follows (added words are underlined and in bold, deleted words are struck through): "Supervisory Board members may receive, as directors’ fees, annual compensation, the amount of which is determined by the Ordinary General Meeting of shareholders and shall remain unchanged until such time as a new resolution is adopted by the Meeting. The Board apportions such directors’ fees this compensation among its members as it sees fit.”

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