HERMÈS - 2018 Registration document

3

Corporate Governance

Supervisory Board’s report on corporate governance

Duration of the authorisation (Expiry)

Resolution number

Characteristics

Use in 2018

GENERAL MEETING OF 5 JUNE 2018 Purchase of shares 6 th

18 months (6 December 2018) 2

Limit of 10% of the capital Maximum purchase price €650 Maximum funds committed €1,500 million

See pages 344 to 346

24 months (5 June 2020) 2

Limit of 10% of the capital

None

Cancellation of treasury shares (general cancellation programme)

13 th

(2) These delegations are intended to be cancelled, for the remaining duration and for the unused fraction, in case of the adoption of new resolutions concerning new delegations of the same nature by the General Meeting of 4 June 2019.

• • double voting rights are allocated to each registered share after being held for a period of four consecutive years, • • any shareholder who comes to hold 0.5%of the share capital and/ or voting rights, or any multiple of that percentage, must disclose the crossing of ownership thresholds (Article 11 of the Articles of Association). Furthermore, a priority right to acquire Hermès International shares, granted by the members of the Hermès family group, and descendants of these members, to H51, is explained on page 353. Lastly, the Executive Management has a delegation of authority to carry out capital increases. General Meetings are convened as provided for by law and Article 24 of the Articles of Association (see page 337). Double voting rights are allocated under the conditions set out in Article 12 of the Articles of Association (see page 332). In the event that a legal (Article L. 233-7 of the French Commercial Code and Article L. 433-3 et seq. of the French Monetary and Financial Code) or internal threshold is crossed (Article 11 of the Articles of Association, see page 332) with regard to equity and/or voting rights, a declaration in accordance with the conditions set out in the aforementioned texts must be made, failing which the shares will be deprived of voting rights at General Meetings. 3.1.9 SPECIAL TERMS AND CONDITIONS FOR ATTENDING GENERAL MEETINGS

CAPITAL STRUCTURE AND FACTORS LIABLE TO AFFECT THE OUTCOME OF A PUBLIC OFFERING

3.1.8

Information on equity and shareholding is presented on page 340. As a société en commandite par action Hermès International is governed by certain provisions specific to its legal form, stipulated by law or the Articles of Association, which are liable to have an effect in case of a public offering, namely: s s the Executive Chairmen may only be appointed or dismissed by the Active Partner; s s Émile Hermès SARL, the Active Partner, must retain in its Articles of Association certain provisions concerning its legal form, corporate purpose and the conditions to be met to qualify as a partner (see Article 14.3 of the Articles of Association of Hermès International on page 333); s s Hermès International may only be converted into a société anonyme (public limited company) with the consent of the Active Partner; s s except for decisions falling within their exclusive remit, no decision taken by the Limited Partners (shareholders) at General Meetings is legitimate unless approved by the Active Partner no later than the end of said Meeting. Hermès International’s Articles of Association also contain stipulations that are liable to have an impact on the outcome of a public offering, namely: • • voting rights are exercised by the bare owners for all decisions taken at all General Meetings except for decisions regarding the allocation of earnings, for which the usufructuary shall exercise the voting rights,

206

2018 REGISTRATION DOCUMENT HERMÈS INTERNATIONAL