Hermès // 2022 UNIVERSAL REGISTRATION DOCUMENT

COMBINED GENERAL MEETING OF20APRIL 2023 EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS

This resolution would allow the Company to benefit from all opportunities to carry out external growth transactions in France or abroad or to buy out minority interests within the Group without impacting the Company’s cash flow, within a limit of 10% of the share capital. The Statutory Auditors’ report on the twenty‑fifth resolution is presented in the 2022 universal registration document (chapter 8 “Combined General Meeting of 20 April 2023”, §8.4.6). Delegations relating to a merger by absorption, spin‑off or partial contribution of assets In the twenty‑sixth resolution, we ask you to delegate to the Executive Management the authority to decide on one or more operation(s) involving a merger by absorption, spin‑off or partial contribution subject to the spin‑off regime, in accordance with the provisions of Article L.236‑9, II of the French Commercial Code. This resolution is designed to give the Executive Management the necessary flexibility to act in the best interests of the Company, under the control of the Supervisory Board of the Company as well as the Executive Management Board of Émile Hermès SAS, Active Partner. This delegation of authority would considerably simplify the legal completion of any merger by absorption, spin‑off or partial contribution of assets subject to the merger regime, by enabling the Executive Management, at any time, to seize opportunities for external growth, consolidation or internal reorganisation operations and optimise the structuring and timing of these operations, taking into account the constraints specific to each of them. It should be noted that the Company’s Executive Management is already competent to decide on a merger by absorption, spin‑off or partial contribution of assets subject to the spin‑off regime, of a wholly‑owned subsidiary. Through this delegation of authority, the aim would be to extend this authority within the legal limits, allowing the Executive Management to have the greatest flexibility in order to quickly carry out transactions according to the opportunities and needs that may arise. In accordance with legal provisions, the Executive Management will be required to prepare a written report which will be made available to shareholders in the event of the implementation of this delegation of authority. In accordance with the provisions of Article L.236‑9, II of the French Commercial Code ( Code de commerce ), the twenty‑seventh resolution requests the General Meeting to delegate to the Executive Management its authority to decide on a capital increase by issuing shares if the delegation of authority requested by the twenty‑sixth resolution is used. Under the twenty‑seventh resolution, you are asked to delegate to the Executive Management, when operation(s) involving a merger by absorption, spin‑off or partial contribution of assets subject to the spin‑off regime require a capital increase under the conditions of Articles L.225‑129 to L.225‑129‑5 and L.22‑10‑49 of the French Commercial Code ( Code de commerce ), the competence to decide on the capital increase allowing the allocation of equity securities to the partners of the absorbed company(ies). The nominal amount of the share capital increases that may be carried out may not exceed 40% of the share capital on the date of the meeting. This ceiling of 40% of the share capital will be deducted from the common ceiling referred to in paragraph 4) of the twenty‑first resolution (issue of securities with preemptive subscription rights maintained) submitted to this meeting. The period of validity of the delegations provided for in the twentieth to twenty‑seventh resolutions would be 26 months, from the date of the General Meeting. Allocation of free shares By the twenty‑eighth resolution, you are asked to renew the authorisation given to the Executive Management to allocate free existing ordinary shares of the Company. The Company wishes to renew this authorisation, because it is part of the Group’s compensation policy, which aims in particular to share the fruits of its growth with employees and enable them to be more closely involved in Hermès’ long‑term development decisions. The employee shareholding plans in place for many years (the first dating back to 1993) recognise the contribution of employees to the House’s development, regardless of their role and geographical location. They are also an instrument to enhance attractiveness, motivation and loyalty, aimed at aligning the interests of beneficiaries with those of the Company and its stakeholders. The total number of free shares granted under this authorisation and the total number of shares to which the stock options granted under the eighteenth resolution approved by the Combined General Meeting of 20 April 2022 ("Authorisation to be given to Executive Management to grant stock options") and not yet exercised may not represent a number of shares greater than 2% of the number of ordinary shares of the Company on the grant date, without taking into account: those already allocated under previous authorisations; s those that have not been definitively allocated at the end of the vesting period provided for in the sixth paragraph of Article L.225‑197‑1, I of the French Commercial Code ( Code de commerce ); s those that are no longer subject to the retention obligation provided for in the seventh paragraph of Article L.225‑197‑1, I of the French Commercial Code ( Code de commerce ). s The total number of free shares granted must also comply with the maximum limit authorised by Article L.225‑197‑1 of the French Commercial Code ( Code de commerce ) and, more generally, by applicable laws.

8

2022 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

533