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Hermès (2) Annual Report Project

The Annual General Meeting of Hermès International took place on April 20, 2022, with shareholders attending in person and via a live video webcast. The meeting, chaired by Mr. Éric de Seynes, saw the approval of 20 resolutions, including financial statements and management discharges, with a quorum of 86.88%. Key discussions included the company's resilience during crises, environmental commitments, and future strategies.

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0% found this document useful (0 votes)
25 views11 pages

Hermès (2) Annual Report Project

The Annual General Meeting of Hermès International took place on April 20, 2022, with shareholders attending in person and via a live video webcast. The meeting, chaired by Mr. Éric de Seynes, saw the approval of 20 resolutions, including financial statements and management discharges, with a quorum of 86.88%. Key discussions included the company's resilience during crises, environmental commitments, and future strategies.

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© © All Rights Reserved
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HERMÈS

ANNUAL GENERAL MEETING 2022


A SUMMARY

NAME ROLL NO. CLASS


AKSHITA 210732 BCOM-II C
The Annual General Meeting of Hermès International was held on Wednesday, April
20, 2022 at 9:30 a.m. at the Salle Pleyel, 252 rue du Faubourg Saint-Honoré, 75008
Paris.

Shareholders were able to follow the General Meeting in person and also follow the
meeting in its entirety via a live video webcast on the company's website:
https://finance.hermes.com/en/general-meetings. The webcast of the General
Meeting is available at the same address, in an e-accessible version.

QUORUM

The Combined General Meeting was chaired by Mr Éric de SEYNES, Chairman of the
Supervisory Board. The following persons sat next to him on stage:
- Axel DUMAS, Executive Chairman,
- Henri-Louis BAUER, Chairman of the Management Board of the company Émile
Hermès SAS, Executive Chairman and Active Partner, and
- Éric du HALGOUËT, Executive Vice-President Finance.
Julie GUERRAND, representing H51, and Jean-Christophe DUMAS, representing H2,
shareholders representing the largest number of votes and present in the room, acted
as scrutineers. Olivier AUBERTY, from the firm PRICEWATERHOUSECOOPERS AUDIT
and Vincent FRAMBOURT from the firm GRANT THORNTON AUDIT, represented the
College of Statutory Auditors.Nathalie BESOMBES, General Counsel corporate law and
stock exchange regulations,Supervisory Board Secretary and Compliance Officer, acted
as secretary of the meeting.Stéphanie SCHAMBOURG, Bailiff, was present.

The quorums required by law in ordinary and extraordinary meetings were met, i.e.
86.88 % for all resolutions.
Attending AGM as a Proxy
1. Vote to give proxy by internet (with the
“VOTACCESS” service)
a. You are a registered shareholder

1. If you are a direct or administrated registered shareholder, you will


have access to the "VOTACCESS" service via the website
“PLANETSHARES”.
2. To log in, you have to provide your "PLANETSHARES" login ID
which can be found on your position statement or in the upper
right of the participation form sent with the meeting notice
brochure.
• if you do not have this information, you can contact BNP
Paribas Securities Services through the contact form available
on "PLANETSHARES" (top right of the front page);
• if you forgot your password, click on the link “FIRST
CONNECTION, FORGOTTEN OR EXPIRED PASSWORD” on
Planetshares home page, and follow the instructions on the
screen to obtain the password;
• you also can contact the following number 0826 109 119 (or
+33 (0)1 55 77 40 57 from abroad) if you have difficulties to
get your Access Code and password through contact form;
♦ After logging in, you will follow the instructions on the screen to
access the "VOTACCESS" service and vote, or appoint or revoke a
proxy.
b. You are a bearer shareholder

♦ You need to contact the financial institution with which your


securities are registered to find out whether or not it is connected
to the "VOTACCESS" service.
• if the financial institution with which your securities are
registered is connected to the "VOTACCESS" service, you will
have to identify yourself on the Internet portal of your
account-holding institution with your usual access codes. You
must then click on the icon that appears on the line
corresponding to your actions and follow the instructions given
on the screen in order to access the "VOTACCESS" service and
vote, or appoint or revoke a proxy;
• if the financial institution with which your securities are
registered is not connected to the "VOTACCESS" service,
please note that the notification of the appointment and
revocation of a proxy may be made by electronic means in
accordance with the provisions of Article R. 22-10-24 of the
French Commercial Code (Code de commerce) (see "Give proxy
by electronic means").
2. Give proxy by post (by postal service with the
participation form)
You are a registered or a bearer shareholder

♦ If you are a registered shareholder, you receive, by post, the


Notice of Meeting with the participation form, unless you have
requested reception by electronic mail.
♦ If you are a bearer shareholder, the participation form should be
requested, as from the date on which the General Meeting is
convened, to the financial institution with which your securities
are registered.
♦ If you wish to be represented by the Chairman:
• check the box “I HEREBY GIVE MY PROXY TO THE
CHAIRMAN OF THE GENERAL MEETING”;
• do not fill any other box in the document;
• date and sign the box “DATE & SIGNATURE” provided for this
purpose.
♦ If you wish to be represented by any other person:
• check the box “I HEREBY APPOINT”;
• indicate the surname, first name or company name and
address of the representative;
• do not fill any other box in the document;
• date and sign the box “DATE & SIGNATURE” provided for this
purpose.
♦ If you are a registered shareholder, return the paper form with
the envelop appended to the notice of meeting to BNP Paribas
Securities Services.
♦ If you are a bearer shareholder, return the paper form to the
financial institution with which your securities are registered.
3. Give proxy by electronic means
You are a registered or a bearer shareholder
♦ If you wish to be represented by the Chairman or by a person
of your choice:
• You need to send an e-mail to
paris.bp2s.france.cts.mandats@bnpparibas.com
• This e-mail must necessarily contain the following
information: Company name and meeting date, surname,
first name, address, bank references of the principal,
together with the surname, first name and if possible
address of the representative .
♦ If you are a bearer shareholder, you must ask to the
financial institution with which your securities are registered
to send a written confirmation to the General Meetings
Department of BNP Paribas Securities Services - CTO
Assemblées générales - Les Grands Moulins de Pantin 9, rue
du Débarcadère - 93761 Pantin Cedex.

4. Vote as a designated proxy to the General Meeting


held in closed session
You have been appointed proxy by a shareholder
♦ You must send your voting instructions for the exercise of
your mandate in the form of a scanned copy of the
participation form to BNP Paribas Securities Services by
e-mail to the following address:
paris.bp2s.france.cts.mandats@bnpparibas.com
• you must indicate on the participation form the surname,
first name and address of the proxy and the words "AS A
PROXY (EN QUALITE DE MANDATAIRE)";
• you must indicate the direction of your vote by filling in the
"I VOTE BY POST" box on the form;
• do not fill any other box in the document;
• date and sign the box “DATE & SIGNATURE” provided for
this purpose.
♦ Attach a copy of your identity card and, if applicable, a power
of attorney from the legal entity you represent.
RESOLUTIONS

Shareholders were asked to vote on:

ORDINARY RESOLUTIONS
1. Approval of the parent company financial statement.
2. Approval of the consolidated financial statements.
3. Executive management discharge.
4. Allocation of the net income - Distribution of an ordinary dividend.
5. Approval of related-party agreements.
6. Authorization granted to Executive Management to trade in the
company's shares.
7. Approval of the information referred to in I of Article I. 22-10-09 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)
8. 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)
9. 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
Emile Hermes SAS company, Executive Chairman (individual ex-post
vote)
10. 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)
11. Approval of the compensation’s policy for Executive Chairmen (ex-ante
vote)
12. Approval of the compensation’s policy for Supervisory Board members
(ex-ante vote)
13. Re-election of Mr Charles-Éric Bauer as Supervisory Board member for a
term of three years
14. Re-election of Ms Estelle Brachlianoff as Supervisory Board member for
a term of three years
15. Re-election of Ms Julie Guerrand as Supervisory Board member for a
term of three years
16. Re-election of Ms Dominique Senequier as Supervisory Board member
for a term of three years

SPECIAL RESOLUTIONS

17. 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. 225-62 of the French
Commercial Code (Code de commerce)) – General cancellation
programme
18. Authorisation to be given to Executive Management to grant stock
options
19. Authorisation to be given to Executive Management to grant free
existing shares
20. Delegation of authority to carry out the formalities related to the
General
Meeting
Before the start of the General Meeting, the shareholders present in
the room were able to attend a performance by the pianist,
composer and musical director Christophe CHASSOL, on the stage of
the Salle Pleyel.The shareholders were then shown a fresco
designed and created by Elias KAFOUROS that summarized the
main events of the year for the House of Hermès.

Before handing over to Henri-Louis BAUER, and after two years in


which the meetings had to be held behind closed doors, the
Chairman wished to warmly thank the shareholders who came to
the meeting, as well as those who voted massively from a distance,
and finally those who connected from the company's website to
follow the General Meeting.

Henri-Louis BAUER, Chairman of the Management Board of Émile


Hermès SAS, Executive Chairman and Active Partner, addressed his
first words to those who have suffered from the unprecedented
severity of the health and geopolitical crises of the past two years.
He then spoke of the Group's resilience during these crises, which is
due in particular to the exceptional values of cohesion, mutual
assistance and solidarity that permeate the Hermès House. "With
the covid crisis, we demonstrated our ability to overcome crisis,
reorganize to reorganize ourselves, to ensure business, continuity
and reestablish a balance, all the while having transformed our
working methods, sometimes very substantially - particularly on the
digital front."
Before opening the question-and-answer session, the Chairman informed the meeting that
the company had received written questions via the dedicated e-mail address set up prior to
the meeting to make it easier for shareholders to submit their written questions.

These questions mainly concerned the environmental, social and governance issues of the
Hermès Group's operations. In particular, they addressed the Company's commitments to
the Paris Agreements in terms of biodiversity, the impact of the Covid-19 epidemic on
working conditions, and the manner in which the compliance plan was established.

In accordance with the regulations in force, the answers provided by the Management to
these questions are published on the company's website:
https://finance.hermes.com/en/general-meeting.

During the debate in the room, the main topics discussed (apart from those already covered
in the written questions) were the following:
- the metaverse,
- the Hermès business model,
- production capacities and supplies,
- the share price trend and the eventual split of the share's nominal value,
- the Group's financial position, the use of and return on cash,
- the strategy and possible development in other areas of activity,
- the use of subcontractors,
- The role of livestock,
- the creation of a shareholders' club,
- the development of digital technology in the United States,
- the generalisation of a CSR criterion in remuneration, beyond that of the managers.

Finally, votes were cast using electronic voting machines. Their operation and the proper
conduct of the entire meeting were monitored by Stéphanie Schambourg, bailiff.
The detailed results of the votes show that the 20 resolutions, including 4 extraordinary
resolutions, were adopted by a very large number of votes.

The General Meeting ended with these words from the Chairman: “We thank you once again
for attending in such large numbers and we look forward to seeing you next year, on April 20,
2023, in this same place".
SHARES AND VOTING RIGHTS
Votes were cast using electronic voting machines. Their operation and the proper
conduct of the entire meeting were monitored by Stéphanie Schambourg, bailiff.
The detailed results of the votes show that the 20 resolutions, including 4 extraordinary
resolutions, were adopted by a very large number of votes.

EXTRAORDINARY
ORDINARY BUSINESS ORDINARY BUSINESS
QUORUM (1st to 3rd and 5th to (4th resolution)*
BUSINESS
(17th, 18th ,19th and
16th resolutions)
20th resolutions)

Number of shares making up the


capital: 105,569,412 105,569,412 105,569,412

Number of shares with voting rights:


104,591,536 104,591,536 104,591,536

Number of voting rights


178,585,999 178,585,999 178,585,999

Number of shareholders represented,


or voting by post 8,489 8,482 8,489

Number of voting rights represented,


or voting by post 162,730,559 163,743,294 162,730,559

Number of shares represented, or


voting by post 90,872,036 91,381,052 90,872,036

Quorum in %
86.88 87.37 86.88

Number of invalid instructions (rejected for


nullity or expiration of the deadline)
-

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