NOTICE OF MEETING 2022
Combined General Meeting 20 april 2022 at 9.30 AM
Salle Pleyel 252 rue du Faubourg Saint-Honoré in Paris (8e)
The General Meeting will be broadcast on video, live and in full, on the company's websitehttps://finance.hermes.com/en/general-meetings
Ladies and Gentlemen, Dear Shareholders,
We are delighted to be able to hold our General Meeting on Wednesday, 20 April 2022 at 9:30 a.m. at the Salle Pleyel, in your presence.
People wishing to physically attend the General Meeting shall respect the barrier gestures, the local hygiene and safety instructions, and more generally shall comply with all regulations that may apply at the date of the Meeting.
The Company draws the attention of its shareholders to the fact that it may change the conditions for participating in this Meeting. We therefore invite you to regularly consult the "General Meetings" section of our website
(https://finance.hermes.com/en/general-meetings), which will be updated on any regulatory changes and/or recommendations of the Financial Markets Authority (AMF) that may occur prior to the General Meeting.
Caution
Please note that you are not allowed to enter the Salle Pleyel with a suitcase, travel bag or objects larger than A3 format.
Thank you for your understanding.
This document is a free translation into English of the "Brochure de convocation", originally prepared in French, and has no other value than an informative one. Should there be any difference between the French and the English version, only the French language version shall be deemed authentic and considered as expressing the exact information published by Hermès.
WELCOME
to the Combined General Meeting on 20 April 2022 at 9.30 am
(reception and sign-in between 8:00 am and 10:00 am)
at the Salle Pleyel, 252 rue du Faubourg Saint-Honoré in Paris (8th)
The General Meeting will be broadcast on video, live and in full, on the company's websitehttps://finance.hermes.com/en/general-meetings.
It will also be available on the above-mentioned website in replay.
CONTENTS
2 | |
ATTEND THE GENERAL MEETING | 4 |
3 | |
THE HERMÈS GROUP IN 2021 | 10 |
4 | SUMMARY TABLE OF THE USE OF FINANCIAL |
DELEGATIONS OF AUTHORITY | 13 |
5 | TABLE OF RESULTS OVER THE LAST FIVE |
FINANCIAL YEARS | 16 |
6 | |
CORPORATE GOVERNANCE | 17 |
7 | SUPERVISORY BOARD'S REPORT TO |
THE GENERAL MEETING OF 20 APRIL 2022 | 61 |
8 | STATUTORY AUDITORS' REPORT ON RELATED-PARTY |
AGREEMENTS | 65 |
9 | |
EXPLANATORY STATEMENTS AND DRAFT RESOLUTIONS | 67 |
REQUEST FOR THE MAILING OF DOCUMENTS | |
90 |
AND LEGAL INFORMATION
10
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HERMÈS INTERNATIONAL 24, rue du Faubourg-Saint-Honoré - 75008 Paris - France - Partnership limited by shares with capital of €53,840,400.12 572 076 396 RCS Paris
MESSAGE FROM THE EXECUTIVE MANAGEMENT
A wonderful human odyssey
2021 was marked by strong growth and exceptional results. In the face of the pandemic, Hermès' artisanal model has once again demonstrated its resilience and relevance.
We owe this success to the house's 17,600 employees who, with their talents, know-how and human values, adapted to a new paradigm without ever compromising their high standards or integrity. We rewarded this universal commitment by granting an exceptional bonus of €3,000 to every employee worldwide and a monthly pay increase of €100 for employees in France.
In the new dynamics of a world where the physical and the digital coexist, Hermès has consolidated its multi-local approach and successfully nurtured and renewed its bonds with customers in each country. In increasingly polarised markets, its rich collections and abundant creativity have enabled the house to offer sustainable objects adapted to individual desires. Innovation, whether in the development of new materials, in support functions, or in the agility of our services, has played a key role. Maintaining investments in production capacity and training - such as through the creation of the École Hermès des Savoir-Faire - is a sign of the house's deep attachment to the regions and local communities in which it operates, and of the need and willingness to act in a socially and economically accountable way. The group's commitments to managing its environmental impact and contributing to responsible growth have been welcomed by all stakeholders, as borne out by the high scores received from non-financial rating agencies.
It is therefore with pride and gratitude that we close 2021, a year that we announced as an odyssey - a journey that, despite the world's vicissitudes, reminds us of who we are.
Axel DumasÉmile Hermès SAS
EXECUTIVE CHAIRMAN
EXECUTIVE CHAIRMAN
REPRESENTED BY HENRI-LOUIS BAUER
1
AGENDA
ORDINARY BUSINESS
1
PRESENTATION OF REPORTS TO BE SUBMITTED TO THE ORDINARY GENERAL MEETING
Executive management reports
♦ On the financial statements for the year ended 31 December 2021 and on the Company's activity for said financial year.
♦ On the management of the Group and the consolidated financial statements for the year ended 31 December 2021.
♦ On the resolutions relating to ordinary business.
Supervisory Board corporate governance report
Supervisory Board report to the Combined General Meeting of 20 April 2022
Statutory Auditors' reports
♦ On the annual financial statements.
♦ On the consolidated financial statements.
♦ 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 2021, 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 2021 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 2021 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 2021 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
Approval of the compensation policy for Supervisory Board members (ex-ante vote).
Thirteenth resolution
Re-election of Mr Charles-Éric Bauer as Supervisory Board member for a term of three years.
Fourteenth resolution
Re-election of Ms Estelle Brachlianoff as Supervisory Board member for a term of three years.
AGENDA
EXTRAORDINARY BUSINESS
Fifteenth resolution
Re-election of Ms Julie Guerrand as Supervisory Board member for a term of three years.
EXTRAORDINARY BUSINESS
1
PRESENTATION OF REPORTS TO BE SUBMITTED TO THE EXTRAORDINARY GENERAL MEETING
Executive management report
♦ On the resolutions relating to extraordinary business.
Supervisory Board report to the Combined General Meeting of 20 April 2022
Statutory Auditors' reports
♦ On the capital decrease (17th resolution).
♦ On the authorisation to grant stock options (18th resolution).
♦ On the authorization to grant free existing shares (19th resolution).
Sixteenth resolution
Re-election of Ms Dominique Senequier as Supervisory Board member for a term of three years.
2 VOTING ON EXTRAORDINARY RESOLUTIONS
Seventeenth 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.
Eighteenth resolution
Authorisation to be given to Executive Management to grant stock-options.
Nineteenth resolution
Authorisation to be given to Executive Management to grant free existing shares.
Twentieth resolution
Delegation of authority to carry out the formalities related to the General Meeting.
1
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Hermès International SA published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 16:22:03 UTC.