HERMÈS - 2018 Registration document

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Combined General Meeting of 4 June 2019

Purpose and draft resolutions

SEVENTH AND EIGHTH RESOLUTIONS: OPINION ON COMPENSATION ELEMENTS DUE OR AWARDED TO THE EXECUTIVE CHAIRMEN FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 Purpose The provisions of lawNo. 2016-1691of 9December 2016on transparency, anti-corruption and themodernisation of the economy (known as the “Sapin II law”), in particular Articles L. 225-37-2 and L. 225-82-2 of the French Commercial Code ( Code de commerce ), concerning the approval at the Shareholders’ General Meeting of the principles and criteria for determination, distribution and allocation of fixed, variable and exceptional portions of compensation for Executive Corporate Officers ( ex-ante vote), and subsequent approval of the components of compensation paid or allocated under these principles ( ex-post vote) to Executive and non-Executive Corporate Officers, do not apply to sociétés en commandite par actions (partnerships limited by shares) under Article L. 226-1 of the same Code, which explicitly waives them. We will, however, continue to comply with the recommendations of the AFEP-MEDEF Corporate Governance Code (revised in June 2018) by submitting the compensation of the Executive Chairmen to an ex-post vote. The principles and criteria for determining, distributing and allocating the fixed, variable and exceptional components of overall compensation and benefits of any kind payable to each Executive Chairman for performing their duties and constituting the compensation policy concerning them are presented in the corporate governance report, in chapter 3.1.5 of the Registration Document. In the seventh and eighth resolutions, we propose that you issue a favourable opinion on the elements of compensation due or awarded to the Executive Chairmen for the 2018 financial year as presented in the two tables below. These resolutions, which constitute an ex-post vote, are proposed in application of Article 26.2 of the AFEP-MEDEF Corporate Governance Code (revised in June 2018). It did not seem relevant to us to propose that you vote on the compensation of the Chairman of the Supervisory Board insofar as he: s s receives a fixed compensation of €140,000 as set out in the Supervisory Board’s rules of procedure, deducted from the total amount of directors’ fees approved by the General Meeting;

s s receives no other compensation of any kind whatsoever. You have previously been made aware of this information.

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2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL