Hermès // 2021 Universal Registration Document
8
COMBINED GENERAL MEETING OF 20 APRIL 2022 SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL MEETING OF 20 APRIL 2022
SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL
8.3
MEETING OF 20 APRIL 2022
You will find in the 2021 universal registration document (chapter 8 “Combined General Meeting of 20 April 2022”, § 8.2.1 – Explanatory statement to the 4 th resolution), a brief presentation of the agreement authorised during financial year 2021. In accordance with the provisions of Articles L. 225-40-2 and R. 225-30-1 of the French Commercial Code ( Code de commerce ), Hermès International published the information relating to this agreement, at the time of its conclusion, in a dedicated section of its website ( https://finance.hermes.com/en/regulated-agreements/ ). The agreements approved previously by the General Meeting are presented in the Statutory Auditors’ special report on the agreements mentioned in Articles L. 226-10, L. 225-38 to L. 225-43, L. 22-10-12 and L. 22-10-13 of the French Commercial Code ( Code de commerce ), which appear in the 2021 universal registration document (chapter 8 “Combined General Meeting of 20 April 2022, § 8.4.3). With the exception of the aforementioned agreement, none of these agreements changed significantly with respect to amounts or financial terms in 2021. The contract for the provision of fast food services on the Hermès International site, located at 12 rue d’Anjou (75008), with MOCE (“EatMe” brand), was terminated with effect from 8 June 2021. The service agreement with Émile Hermès SAS was revised with effect from 1 January 2021. This revision led to the reclassification of this agreement as a current agreement at the Supervisory Board meeting of 29 July 2021, as it no longer qualified as a related-party agreement in view of the change in applicable conditions. No other agreements were downgraded in 2021. A summary of the related-party agreements in force is presented in the Supervisory Board corporate governance report in the 2021 universal registration document (chapter 3 “Corporate governance”, § 3.9.1.1). In accordance with the provisions of Article L. 225-38 of the French Commercial Code ( Code de commerce ), authorisation decisions of the Supervisory Board since 1 August 2014 are all supported by justification. A review of related-party agreements concluded in previous years and for which implementation was still in progress, is carried out by the Supervisory Board every year in accordance with in the provisions of Article L. 225-40-1 of the French Commercial Code. Following the review of 2021, the Board had no comments to make. In addition, pursuant to law No. 2019-486 of 22 May 2019 relating to the growth and transformation of companies (the “Pacte” law), the Company is obliged to implement a procedure to regularly assess whether agreements relating to usual transactions, concluded under normal conditions, meet these conditions.
In accordance with legal and regulatory provisions, we hereby present our report on the accomplishment of our duties for the financial year ended 31 December 2021. We first wish to inform you that: the Executive Management has kept us regularly informed of the s Company’s business operations and results; the balance sheet and its notes, as well as the income statement, s have been provided to us as required by law; transactions subject to prior authorisation by the Supervisory Board s under the terms of specific provisions contained in the Company’s Articles of Association have been duly approved by us, as is duly demonstrated hereafter; lastly, the Supervisory Board ruled on various matters within its s exclusive competence with respect to the Articles of Association. In the light of the comprehensive review already provided, we have no specific comments on the business performance or on the financial statements for the financial year ended 31 December 2021. We issue a favourable opinion on the approval of the financial statements. 2. On 17 February 2022, the Executive Management decided to pay an interim dividend of €2.50 per share. The payment of this interim dividend took place on 23 February 2022. We ask that you approve the proposed allocation of net income as set out in the draft resolutions submitted to you for approval, calling for an ordinary dividend of €8.00 per share. After deduction of the interim dividend, the balance, i.e. €5.50 per share, will be detached on 25 April 2022 and paid on 27 April 2022 on the positions closed on 26 April 2022. 3. The Executive Management has informed us of the draft agreement to be entered into during the financial year ended 31 December 2021 and falling under the combined provisions of Articles L. 226-10, L. 225-38 to L. 225-43, L. 22-10-12 and L. 22-10-13 of the French Commercial Code ( Code de commerce ), and submitted it to our prior authorisation (approval of the new commercial conditions applicable to the contract concluded between Hermès International and Studio des Fleurs). ALLOCATION OF NET INCOME RELATED-PARTY AGREEMENTS COMMENTS ON THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS 1.
496 2021 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL
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