HERMÈS - 2020 Universal registration document

CORPORATE GOVERNANCE OTHER INFORMATION

carrying out a review of the terms and conditions applicable to • these agreements in order to ensure, for those that may be revised or renewed in the coming year, that they still qualify as ongoing transactions concluded on an arm’s length basis, in particular in view of the criteria used, detecting any anomalies that could make it necessary to • supplement existing internal control procedures; consequences of the evaluation; s report to the Supervisory Board and follow-up. s 3.8.1.3.2 Implementation In 2020, the Current Agreements Committee conducted a full review of the agreements relating to ongoing transactions and concluded on an arm’s length basis and concluded that all these agreements continue to meet these two conditions. A report was presented to the Supervisory Board, which took note of it. An in-depth annual review will be carried out on significant agreements to ensure that they continue to meet the criteria for ongoing and normal agreements.

double voting rights are allocated to each registered share after being s held for a period of four consecutive years; any shareholder who comes to hold 0.5% of the share capital and/or s voting rights, or any multiple of that percentage, must disclose the crossing of ownership thresholds (Article 11 of the Articles of Association); Émile Hermès SARL, the Active Partner, must retain in its Articles of s Association certain provisions concerning its legal form, corporate purpose and the conditions to be met to qualify as an Active Partner (see in chapter 7 “Information on the Company and its share capital” § 7.1.1.10 [Article 14.3 of the Articles of Association]); Hermès International may only be converted into a société anonyme s (public limited company) with the consent of the Active Partner; except for decisions falling within their exclusive remit, any decision s taken by the Limited Partners (shareholders) at General Meetings is only valid if it has been approved by the Active Partner no later than the end of said meeting.

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CONTROL MECHANISMS PROVIDED FOR IN A POTENTIAL EMPLOYEE SHAREHOLDING SYSTEM

3.8.2.3

Not applicable.

CAPITAL STRUCTURE AND FACTORS LIABLE TO AFFECT THE OUTCOME OF A PUBLIC OFFERING

3.8.2

AGREEMENTS BETWEEN SHAREHOLDERS OF WHICH THE COMPANY IS AWARE AND WHICH MAY RESULT IN RESTRICTIONS ON THE TRANSFER OF SHARES AND THE EXERCISE OF VOTING RIGHTS:

3.8.2.4

In accordance with Article L. 22-10-11 of the French Commercial Code ( Code de commerce ), we inform you of the elements likely to have an impact on a possible public tender or exchange offering for Hermès International shares. As a société en commandite par actions (partnership limited by shares), Hermès International is governed by certain provisions specific to its legal form, stipulated by law or the Articles of Association, which are liable to have an effect in the case of a public offering, namely:

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 in chapter 7 “Information on the Company and its share capital”, § 7.2.5.1.

RULES APPLICABLE TO THE APPOINTMENT AND REPLACEMENT OF THE EXECUTIVE CHAIRMEN AS WELL AS TO THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION/POWERS OF THE EXECUTIVE MANAGEMENT, IN PARTICULAR AS REGARDS THE ISSUE OR BUYBACK OF SHARES:

3.8.2.5

COMPANY CAPITAL STRUCTURE/DIRECT

3.8.2.1

OR INDIRECT SHAREHOLDINGS:

Information on share capital and shareholding is presented in chapter 7 "Information on the Company and its share capital", § 7.2.2. The control held by the Hermès family group is likely to have an impact in the event of a public offering.

These rules are as follows: the Executive Chairmen may only be appointed or dismissed by the s Active Partner; the Executive Management benefits from delegations of authority to s decide on share buybacks and capital increases, which are described in § 3.8.4.

STATUTORY RESTRICTIONS ON THE EXERCISE OF VOTING RIGHTS AND SHARE TRANSFERS

3.8.2.2

Statutory restrictions on the exercise of voting rights and share transfers are as follows: voting rights are exercised by the bare owners for all decisions taken s at all General Meetings except for decisions regarding the allocation of earnings, for which the usufructuary shall exercise the voting rights;

2020 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

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