20 April 2023 at 9.30 am

(reception and sign-in from 8:00 am)

at the Salle Pleyel, 252 rue du Faubourg Saint-Honoré in Paris (8th)

The General Meeting will be broadcast live on the company's websitehttps://finance.hermes.com/en/general-meetings.

It will also be available on the above-mentioned website in replay.

CONTENTS

MESSAGE FROM THE EXECUTIVE MANAGEMENT 1

AGENDA 2

ATTEND THE GENERAL MEETING 4

THE HERMÈS GROUP IN 2022 10

SUMMARY TABLE OF THE USE OF FINANCIAL DELEGATIONS OF

AUTHORITY 14

TABLE OF RESULTS OVER THE LAST FIVE YEARS 16

CORPORATE SOCIAL RESPONSIBILITY AND NON-FINANCIAL

PERFORMANCE 17

CORPORATE GOVERNANCE 19

SUPERVISORY BOARD REPORT TO THE COMBINED GENERAL MEETING

OF 20 APRIL 2023 59

STATUTORY AUDITOR'S REPORT ON RELATED-PARTY AGREEMENTS 62

EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS 64

REQUEST FOR THE MAILING OF DOCUMENTS AND LEGAL INFORMATION 98

The digital version of this document is compliant with the PDF/UA (ISO 14289-1), WCAG 2.1 level AA and RGAA 4.1 accessibility standards with the exception of the colour criteria. Its design enables people with motor disabilities to browse through this PDF using keyboard commands. Accessible for people with visual impairments, it has been tagged in full, so that it can be transcribed vocally by screen readers using any computer support.

Accessible PDF powered by

MESSAGE FROM THE EXECUTIVE MANAGEMENT

AGENDA

ORDINARY BUSINESS

1. PRESENTATION OF REPORTS TO BE

SUBMITTED TO THE ORDINARY GENERAL MEETING

Executive management reports

  • s On the financial statements for the year ended 31 December 2022 and on the Company's activity for said financial year.

  • s On the management of the Group and the consolidated financial statements for the year ended 31 December 2022.

  • s On the resolutions relating to ordinary business.

Supervisory Board corporate governance report Supervisory Board report to the Combined General Meeting of 20 April 2023

Statutory Auditors' reports

  • s On the annual financial statements.

  • s On the consolidated financial statements.

  • s On related-party agreements.

Report by one of the Statutory Auditors, designated as an independent third party, on the consolidated social, environmental and societal information contained in the management report

2. VOTING ON ORDINARY RESOLUTIONS

First resolution

Approval of the parent company financial statements.

Second resolution

Approval of the consolidated financial statements.

Third resolution

Executive Management discharge.

Fourth resolution

Allocation of net income - Distribution of an ordinary dividend.

Fifth resolution

Approval of related-party agreements.

Sixth resolution

Authorisation granted to the Executive Management to trade in the Company's shares.

Seventh resolution

Approval of the information referred to in I of Article L. 22-10-9 of the French Commercial Code (Code de commerce) with regard to compensation for the financial year ended 31 December 2022, for all Corporate Officers (global ex-post vote).

Eighth resolution

Approval of total compensation and benefits of all kinds paid during or awarded in respect of the financial year ended 31 December 2022 to Mr Axel Dumas, Executive Chairman (individual ex-post vote).

Ninth resolution

Approval of total compensation and benefits of all kinds paid during or awarded in respect of the financial year ended 31 December 2022 to the company Émile Hermès SAS, Executive Chairman (individual ex-post vote).

Tenth resolution

Approval of total compensation and benefits of all kinds paid during or awarded in respect of the financial year ended 31 December 2022 to Mr Éric de Seynes, Chairman of the Supervisory Board (individual ex-post vote).

Eleventh resolution

Approval of the compensation policy for the Executive Chairmen (ex-ante vote).

Twelfth resolution

Setting of the total annual amount of compensation attributable to the members of the Supervisory Board - Approval of the compensation policy for the members of the Supervisory Board (ex-ante vote).

Thirteenth resolution

Re-election of Ms Dorothée Altmayer as Supervisory Board member for a term of three years.

Fourteenth resolution

Re-election of Ms Monique Cohen as Supervisory Board member for a term of three years.

Fifteenth resolution

Re-election of Mr Renaud Momméja as Supervisory Board member for a term of three years.

Sixteenth resolution

Re-election of Mr Éric de Seynes as Supervisory Board member for a term of three years.

AGENDA

EXTRAORDINARY BUSINESS

Seventeenth resolution

Renewal of the term as Principal Statutory Auditor PricewaterhouseCoopers Audit for a period of six financial years.

EXTRAORDINARY BUSINESS

1. PRESENTATION OF REPORTS TO BE

SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING

Executive management report s On the resolutions relating to extraordinary business.

Supervisory Board report to the Combined General Meeting of 20 April 2023

Statutory Auditors' reports

of

s

On the capital decrease (19th resolution).

s

On the issue of shares and/or various securities giving access to

the share capital with or without preemptive subscription rights

(21st, 22nd, 24th and 25th resolutions).

s

On the issuance of shares and/or any other securities giving

access to the share capital reserved for the members of a

company or group savings plan with preemptive subscription

rights cancelled (23rd resolution).

s

On the authorisation to grant free existing shares (28th

resolution).

2.

VOTING ON EXTRAORDINARY RESOLUTIONS

Nineteenth resolution

Authorisation to be granted to the Executive Management to reduce the share capital by cancellation of all or part of the treasury shares held by the Company (Article L. 22-10-62 of the French Commercial Code (Code de commerce)) - General cancellation programme.

Twentieth resolution

Delegation of authority to the Executive Management to increase the share capital by incorporation of reserves, profits and/or premiums and free allocation of shares and/or increase in the par value of existing shares.

Twenty-first resolution

Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital with preemptive subscription rights maintained.

Twenty-second resolution

Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital, with preemptive subscription rights cancelled, but with the option to establish a priority period, by offer to the public (other than that referred to in Article L. 411-2, 1° of the

Eighteenth resolution

Renewal of the term as Principal Statutory Auditor of Grant Thornton Audit for a period of six financial years.

French Monetary and Financial Code (Code monétaire et financier)).

Twenty-third resolution

Delegation of authority to be granted to the Executive Management to decide to increase the share capital by issuing shares and/or securities giving access to the share capital, reserved for members of a company or group savings plan, with preemptive subscription rights cancelled.

Twenty-fourth resolution

Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital, with preemptive rights cancelled, by a public offering to a restricted circle of investors or qualified investors (private placement) referred to in Article L. 411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier).

Twenty-fifth resolution

Delegation of authority to be granted to the Executive Management to decide on the issue of shares and/or any other securities giving access to the share capital, with preemptive subscription rights cancelled, in order to compensate contributions in kind granted to the Company relating to equity securities or securities giving access to the share capital.

Twenty-sixth resolution

Delegation of authority to be granted to the Executive Management to decide on one or more operation(s) involving a merger by absorption, spin-off or partial contribution of assets subject to the spin-off regime (Article L. 236-9, II of the French Commercial Code (Code de commerce)).

Twenty-seventh resolution

Delegation of authority to be granted to the Executive Management to decide on a capital increase by issuing shares in the event of use of the delegation of authority granted to the Executive Management to decide on one or more operation(s) involving a merger by absorption, spin-off or partial contribution of assets subject to the spin-off regime (Article L. 236-9, II of the French Commercial Code (Code de commerce)).

Twenty-eighth resolution

Authorisation to be given to Executive Management to grant free existing shares.

Twenty-ninth resolution

Delegation of authority to carry out the formalities related to the General Meeting.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Hermès International SA published this content on 30 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 01:23:09 UTC.