Christian Dior : Resolutions for the approval of the Combined Shareholders’ Meeting

Resolutions for the approval

of the Combined Shareholders' Meeting

of April 20, 2023

1. Ordinary resolutions

First resolution

Approval of the parent company financial statements for the fiscal year ended December 31, 2022

The Shareholders' Meeting, having examined the reports of the Board of Directors and the Statutory Auditors, approves the parent company financial statements for the fiscal year ended December 31, 2022, as presented, including the balance sheet, income statement and notes, as well as the transactions reflected in these statements and summarized in these reports, which show a net profit of 2,451,062,744.33 euros.

Second resolution

Approval of the consolidated financial statements for the fiscal year ended December 31, 2022

The Shareholders' Meeting, having examined the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the fiscal year ended December 31, 2022, as presented, including the balance sheet, income statement and notes, as well as the transactions reflected in these statements and summarized in these reports.

Third resolution

Appropriation of net profit - determination of dividend

The Shareholders' Meeting, having noted that the net profit for the fiscal year of 2,451,062,744.33 euros, plus retained earnings in an amount of 1,916,891,220.78 euros, form a distributable total of 4,367,953,965.11 euros, decides, on the recommendation of the Board of Directors, to allocate and distribute this amount for the fiscal year ended December 31, 2022 as follows:

Amount available for distribution (EUR)
Net profit	2,451,062,744.33
Retained earnings	1,916,891,220.78
Amount available for distribution	4,367,953,965.11
Proposed appropriation
Distribution of a gross dividend of 12.00 euros per share	2,166,090,192.00
Retained earnings	2,201,863,773.11
TOTAL	4,367,953,965.11

For information, as of December 31, 2022, the Company held 96,936 of its own shares, corresponding to an amount not available for distribution of 16.7 million euros, equivalent to the acquisition cost of these shares.

Accordingly, the Shareholders' Meeting sets the gross cash dividend for the fiscal year ended December 31, 2022 to

12.00 euros per share. Given the interim dividend of 5.00 euros per share, which was paid in cash on December 5, 2022, the balance dividend is 7.00 euros per share. The ex-dividend date will be April 25, 2023 and payment will be made on April 27, 2023.

Since January 1, 2019, based on the tax legislation applicable to securities income, these dividends carry an entitlement to a tax deduction of 40% for private individuals who are French tax residents and who have opted for their income on all eligible securities to be taxed at a progressive rate.

Should the Company hold, at the time of payment of this final dividend, any treasury shares under authorizations granted, the corresponding amount of unpaid dividends will be allocated to retained earnings.

Distribution of dividends

As required by law, the Shareholders' Meeting notes that gross cash dividends per share paid out in respect of the past three fiscal years were as follows:

Fiscal year	Type	Payment date	Gross dividend
			(EUR)
December 31, 2021	Interim	December 2, 2021	3.00
	Final	April 28, 2021	7.00
	TOTAL		10.00
December 31, 2020	Interim	December 3, 2020	2.00
	Final	April 22, 2021	4.00
	TOTAL		6.00
December 31, 2019	Ordinary Interim	December 10, 2019	2.20
	Exceptional Interim	December 10, 2019	29.20
	Final	July 9, 2020	2.60
	TOTAL		34.00

Fourth resolution

Approval of related-party agreements

The Shareholders' Meeting, having examined the Statutory Auditors' special report on the related-party agreements referred to in Article L. 225-38 of the French Commercial Code, approves the related-party agreements mentioned in the said report.

Fifth resolution

Ratification of the co-option of Antoine Arnault as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to ratify the co-option of Antoine Arnault as a Director to replace Sidney Toledano, for the remaining term of his predecessor's appointment until the end of the present Combined Shareholders' Meeting.

Sixth resolution

Renewal of Bernard Arnault's term of office as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Bernard Arnault's term of office as Director for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2026 to approve the financial statements of the previous fiscal year.

Seventh resolution

Renewal of Antoine Arnault's term of office as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Antoine Arnault's term of office as Director for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2026 to approve the financial statements of the previous fiscal year.

Eighth resolution

Renewal of Maria Luisa Loro Piana's term of office as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Maria Luisa Loro Piana's term of office as Director for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2026 to approve the financial statements of the previous fiscal year.

Ninth resolution

Approval of the information on the compensation of executive officers referred to in section I of Article L. 22-10-9 of the French Commercial Code

The Shareholders' Meeting, having examined the Board of Directors' Report on Corporate Governance as referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to section I of Article L. 22-10-34 of the said Code, the information on the compensation of executive officers referred to in section I of Article L. 22-10-9 of the French Commercial Code as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report).

Tenth resolution

Approval of the items of compensation paid during fiscal year 2022 and awarded in respect of that year to the Chairman of the Board of Directors, Bernard Arnault

The Shareholders' Meeting, pursuant to sections I and II of Article L. 22-10-34 I of the French Commercial Code approves the information referred to in section I of Article L. 22-10-9 of said Code as well as all items making up the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2022 to Bernard Arnault as Chairman of the Board of Directors (with the understanding that no fixed, variable or exceptional compensation, other than that paid or awarded to him for his term of Chairman of the Board of Directors of Christian Dior SE, was either paid or due to Bernard Arnault as Chairman of the Board of Directors of Christian Dior SE during or in respect of fiscal year 2022), as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report) and in point 3.2 of the Board of Directors' Report on the draft resolutions, which are contained in the convening brochure for the Shareholders' Meeting.

Eleventh resolution

Approval of the items of compensation paid during fiscal year 2022 and awarded in respect of that year to the Chief Executive Officer, Sidney Toledano

The Shareholders' Meeting, pursuant to sections I and II of Article L. 22-10-34 of the French Commercial Code, approves the information referred to in section I of Article L. 22-10-9 of the said Code as well as all items making up the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2022 to Sidney Toledano as Chief Executive Officer until the end of his office in December 8, 2022 (with the understanding that no variable or exceptional compensation, other than that paid or due to him for his term of Chief Executive Officer, was either paid or due to Sidney Toledano as Chief Executive Officer of Christian Dior SE during or in respect of fiscal year 2022), as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report) and in point 3.2 of the Board of Directors' Report on the Draft Resolutions, which are contained in the convening brochure for the Shareholders' Meeting.

Twelfth resolution

Approval of the items of compensation paid during fiscal year 2022 and awarded in respect of that year to the Chief Executive Officer, Antoine Arnault

The Shareholders' Meeting, pursuant to sections I and II of Article L. 22-10-34 of the French Commercial Code, approves the information referred to in section I of Article L. 22-10-9 of the said Code as well as all items making up the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2022 to Antoine Arnault as Chief Executive Officer, effective December 8, 2022 (with the understanding that no variable or exceptional compensation, other than that paid or due to him for his term of Chief Executive Officer, was either paid or due to Antoine Arnault as Chief Executive Officer of Christian Dior SE during or in respect of fiscal year 2022), as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report) and in point 3.2 of the Board of Directors' Report on the Draft Resolutions, which are contained in the convening brochure for the Shareholders' Meeting.

Thirteenth resolution

Approval of the compensation policy for Directors

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy applicable to non-senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Directors, as set out in point 2.1.1 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report).

Fourteenth resolution

Approval of the compensation policy for the Chairman of the Board of Directors

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy applicable to senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Chairman of the Board of Directors as presented in point 2.1.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report).

Fifteenth resolution

Approval of the compensation policy for the Chief Executive Officer

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy applicable to senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Chief Executive Officer as presented in point 2.1.2 of the Board of Directors' Report on corporate governance (included in the 2022 Annual Report).

Sixteenth resolution

Authorization to be granted to the Board of Directors, for a period of eighteen months, to trade in the Company's shares for a maximum purchase price of 1,200 euros per share, thus a maximum cumulative amount of 21.7 billion euros

The Shareholders' Meeting, having examined the Board of Directors' Report on the Draft Resolutions, authorizes this body, which may delegate its powers in this regard, to purchase the Company's own shares, in accordance with the provisions of Articles L. 22-10-62et seq. of the French Commercial Code and of European Regulation (EU) No. 596/2014 of April 16, 2014.

Shares may be acquired to meet any objective compatible with provisions in force at the time, and in particular to:

1. provide market liquidity or share liquidity services (purchases/sales) via an investment service provider acting independently as part of a liquidity contract set up by the Company in compliance with the AMF-approved AMAFI Ethics Charter;
2. cover stock option plans, awards of bonus share or of any other shares, or share-based payment plans for employees or executive officers of the Company or of any related undertaking under the conditions provided by the French Commercial Code, in particular its Articles L. 225-180 and L. 225-197-2;
3. cover debt securities that may be exchanged for Company's shares and, more generally, securities giving access to the Company's shares, notably by way of conversion, tendering of a coupon, redemption or exchange;
4. be retired subject to the approval of the seventeenth resolution by this Shareholders' Meeting; or
5. be held and later presented for consideration as an exchange or payment in connection with external growth operations, up to a maximum of 5% of the share capital;
6. more generally, carry out any permitted transactions or any transaction that would be authorized in future under regulations in force at that time, or that would involve an already accepted market practice or one that would come to be accepted by the French Financial Market Authority (Autorité des marchés financiers).

The purchase price at which the Company may acquire its own shares is set at 1,200 euros per share, with the understanding that the Company may not purchase shares at a price that exceeds the higher of the following two values: the last quoted share price after the execution of a transaction in which the Company was not a stakeholder or the highest independent purchase offer in progress on the trading platform on which the purchase would be made.

In the event of a capital increase through the capitalization of reserves and bonus share awards as well as in cases of a stock split or reverse stock split, the purchase price indicated above will be adjusted by a multiplying coefficient equal to the ratio of the number of shares making up the Company's share capital before and after the transaction.

The maximum number of shares that may be purchased during the share repurchase program may not exceed 10% of the share capital, adjusted to reflect transactions affecting the share capital occurring after this Shareholders' Meeting, it being specified that (i) if this authorization is used in the specific case of shares repurchased under the liquidity contract in accordance with Article L. 22-10-62, par. 2 of the French Commercial Code, the number of shares taken into account to calculate the 10% limit corresponds to the number of shares purchased after deduction of the number of shares that may be resold throughout the authorization period and (ii) the number of treasury shares to be used for payment or exchange in the context of a merger, spin-off or tender may not exceed 5% of the capital as of the date of the operation.

As of December 31, 2022, the limit of 10% of the share capital corresponded to 18,050,751 shares. The total amount dedicated to these purchases may not exceed 21.7 billion euros.

The share purchase transactions described above, as well as any sale or transfer of these shares, may be carried out by any method in compliance with applicable law and regulations, including through negotiated transactions.

All necessary powers are granted to the Board of Directors with a view to ensuring the execution of this authorization. The Board of Directors may delegate said powers to the Chief Executive Officer or, where applicable and with the latter's consent, to a Group Managing Director, both of whom may sub-delegate the execution of share purchase transactions implemented under the conditions provided for by law, in order to:

• decide on the implementation of this authorization;
• adjust the aforementioned maximum purchase price to reflect, in the event of a change in the share's nominal value, an increase in the share capital through the capitalization of reserves and bonus share awards, a stock split or reverse