HERMÈS - 2020 Universal registration document

CORPORATE GOVERNANCE COMPENSATION AND BENEFITS OF CORPORATE OFFICERS

COMPENSATION AND BENEFITS OF CORPORATE OFFICERS

3.7

COMPENSATION POLICY FOR THE EXECUTIVE CHAIRMEN (EXECUTIVE CORPORATE OFFICERS) AND MEMBERS OF THE SUPERVISORY BOARD (NON-EXECUTIVE CORPORATE OFFICERS)

3.7.1

Framework in force in 2019

In exceptional circumstances, it is possible to depart from the application of the compensation policy if this departure is temporary, aligned with the corporate interest and necessary to guarantee the Company’s sustainability or viability; a second ex-post vote is taken on the content of the corporate s governance report setting out the compensation paid or awarded to Corporate Officers during the prior financial year, as well as certain additional information, in particular equity ratios. Several resolutions must be presented: a resolution (global ex-post vote) relating to the information • referred to in Article L. 22-10-9, I of the French Commercial Code ( Code de commerce ), for all Corporate Officers (i.e. the Executive Chairmen, the Chairman of the Supervisory Board and the other members of the Supervisory Board). This information reflects, for each of these officers, the actual application of the compensation policy for the past financial year, including details of the compensation and benefits paid or awarded, If rejected, a revised compensation policy is submitted to the Company’s next Ordinary General Meeting. The payment of compensation to Supervisory Board members for the current financial year (formerly termed “directors’ fees”) is suspended until a revised compensation policy is approved. If the revised compensation policy is rejected, the suspended amounts are not paid and the compensation of the members of the Supervisory Board for the current financial year is suspended, a resolution (individual ex-post vote) for each Executive Chairman • and a resolution for the Chairman of the Supervisory Board concerning the total compensation and benefits of any kind paid during or awarded in respect of the prior financial year (Supervisory Board members are not subject to individual votes). The payment of the variable and exceptional portion of the compensation of the relevant person is subject to the prior approval of the resolution concerning him/her. Pursuant to paragraph 4 of Article L. 22-10-76, I of the French Commercial Code ( Code de commerce ), resulting from the aforementioned order, we hereby present the compensation policy for Corporate Officers (Executive Chairmen and members of the Supervisory Board). This policy describes all components of fixed and variable compensation and explains the decision-making process applied for its determination, review and implementation. GENERAL PRINCIPLES OF THE COMPENSATION 3.7.1.1 POLICY FOR CORPORATE OFFICERS

The provisions resulting from Act No. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernisation of economic life (known as the “Sapin 2 Law”), concerning: approval by the Shareholders’ General Meeting of the principles s and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the compensation of Executive Corporate Officers ( ex-ante vote); approval of the components of compensation paid or allocated s in application of the said principles ( ex-post vote) to Executive and non-Executive Corporate Officers; were not applicable to Partnerships limited by shares by virtue of Article L. 226-1 of the same Code, which expressly excluded them. The Company complied with the recommendations of the Afep-Medef Code (updated in November 2016) by submitting an ex-post vote to the General Meeting as an advisory opinion on the compensation of the Executive Chairmen. System applicable since 2020 Order No. 2019-1234 of 27 November 2019 created a new mechanism applicable to sociétés en commandite par actions (Partnerships limited by shares) as regards Corporate Officers compensation. This text came into force for the Company from the date of the Combined General Meeting of 24 April 2020. The new system is based on a dual vote by the Ordinary General Meeting and the Active Partner: an initial annual ex-ante vote will be taken on the compensation policy s for Corporate Officers (i.e. the Executive Chairmen and members of the Supervisory Board). This policy must set out the principles and criteria, aligned with the interests of the Company, determining the compensation of Corporate Officers. The policy is binding, which means that compensation paid to Corporate Officers is confined to that set out in a previously approved compensation policy. If a new compensation policy is rejected, the most recent approved policy continues to apply and a revised compensation policy is submitted to the Company’s next Ordinary General Meeting. In the absence of a previously approved compensation policy, compensation is determined in accordance with the compensation granted for the previous financial year or, in the absence of compensation granted for the previous financial year, in accordance with existing practices within the Company.

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2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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