Hermès // 2021 Universal Registration Document

8

COMBINED GENERAL MEETING OF 20 APRIL 2022 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS

the maximum percentage of free shares that may be allocated will be 0.05%, this sub-limit being deducted from the ceiling of 2% common to s the delegations of the eighteenth and nineteenth resolutions, the beneficiary Executive Chairmen must make a formal commitment not to use any risk hedging operations relating to their performance s shares, and until the end of the share retention period. This authorisation would be valid for 38 months from the date of the General Meeting. The Statutory Auditors’ report on the nineteenth resolution is presented in the 2021 universal registration document (chapter 8 “Combined General Meeting of 20 April 2022”, § 8.4.7).

Nineteenth resolution: Authorisation to be given to Executive Management to grant free existing shares The General Meeting, acting under the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Executive management report, the Statutory Auditors’ report and the Supervisory Board’s report, in accordance with Articles L. 225-197-1 et seq. and Articles L. 22-10-59 and L. 22-10-60 of the French Commercial Code ( Code de commerce ): authorises the Executive Management to proceed, on one or more 1) occasions, for the benefit of employees and/or Corporate Officers of the Company and of the companies or groups related to it under the conditions referred to in Article L. 225-197-2 of the French Commercial Code ( Code de commerce ), or to certain of them or certain categories of them, with the allocation of free existing ordinary shares of the Company. The existing shares that may be allocated under this resolution must be acquired by the Company under the share buyback program authorized by the sixth resolution (“Authorization granted to the Executive Management to trade in the Company’s shares”) under Article L. 22-10-62 of the French Commercial Code, or any share buyback programme applicable previously or subsequently; resolves that the Executive Management will determine the identity of 2) the beneficiaries or the categories of beneficiaries of the allocations as well as the conditions and, where applicable, the criteria for allocating the shares; resolves that the Executive Management will set, under the legal 3) conditions and limits, the dates on which the free allocations will be made; resolves that the total number of free ordinary shares granted under 4) this authorisation shall not be such that the total number of free shares granted under this resolution and the total number of shares to which the stock options granted under the 18 th resolution ("Authorisation to be given to Executive Management to grant stock options") and not yet exercised may give entitlement represent a number of shares greater than 2% of the number of ordinary shares of the Company on the day of the free share allocation, without taking into account: those already allocated pursuant to authorisations by previous s General Meetings, those that have not been definitively allocated at the end of the s vesting period provided for in the sixth paragraph of Article L. 225-197-1 of the French Commercial Code ( Code de commerce ),

those that are no longer subject to the retention obligation provided s for in the seventh paragraph of Article L. 225-197-1, I of the French Commercial Code ( Code de commerce ); resolves that the Executive Management will set, at the time of each 5) allocation, the vesting period at the end of which the allocation of ordinary shares will become definitive, this period being not less than one year; however, in the event of the death of the beneficiary, his or her heirs may request the allocation of shares within six months of the death, subject, where applicable, to the achievement of the performance conditions; in addition, in the event of disability of the beneficiary corresponding to the classification in the second or third of the categories provided for in Article L. 341-4 of the French Social Security Code ( Code de la Sécurité sociale ) and resulting in the cessation of all professional activity, the beneficiary may request the allocation of such shares before the end of this period, subject, where applicable, to the achievement of the performance conditions; resolves that the Executive Management will set, in principle, at the 6) time of each allocation, a period during which the shares must be held by the beneficiaries, which will run from the final allocation of the ordinary shares and may not be less than one year. Nevertheless, the Executive Management is authorised to reduce or eliminate the said retention period, under the conditions and limits provided for by the law in force on the date of the allocation decision. However, the shares will be freely transferable in the event of the death of the beneficiary, as well as in the event of disability of the beneficiary corresponding to the classification in the second or third category provided for in Article L. 341-4 of the French Social Security Code ( Code de la Sécurité sociale ); authorises the Executive Management to set, where applicable, the 7) conditions and criteria for the allocation of shares, such as, without the following list being exhaustive, the conditions of length of service, the conditions relating to the continuation of the employment contract or corporate office during the vesting period, and any other financial or individual or collective performance condition; authorises the Executive Management to register the free shares 8) allocated in a registered account in the name of their holder, stating, where applicable, the unavailability of the shares; authorises the Executive Management to make, if necessary, during 9) the vesting period of the allocated shares, all adjustments in order to take into account the impact of transactions on the Company’s share capital and, in particular, to determine the conditions under which the number of ordinary shares awarded will be adjusted;

494 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL