RESOLUTIONS SUBMITTED FOR APPROVAL AT THE COMBINED SHAREHOLDERS - - PDF document

Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

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RESOLUTIONS SUBMITTED FOR APPROVAL AT THE COMBINED SHAREHOLDERS’ MEETING OF APRIL 16, 2020

ORDINARY RESOLUTIONS

First res

• lution:

Approval of the parent company financial statements

The Shareholders’ Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the parent company financial statements for fiscal year ended December 31, 2019, as presented, including the statement of financial position, statement of profit or loss, and notes, as well as the transactions reflected in these accounts and summarized in these reports and acknowledges that they show a net profit for the said fiscal year of 3,711,544,933.36 euros.

Second resolution: Approval of the consolidated financial statements

The Shareholders’ Meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for fiscal year ended December 31, 2019, as presented, including the statement of financial position, statement of profit or loss, and notes, as well as the transactions reflected in these accounts and summarized in these reports.

Third resolution: Allocation of income – setting the dividend

The Shareholders’ Meeting, having noted the profit for the fiscal year of 3,711,544,933.36 euros, which when added to the retained earnings of the previous year of 11,131,301,810.37 euros forms a distributable total of 14,842,834,690.03 euros, resolves, as proposed by the Board of Directors, to allocate these amounts and distribute them as follows:

(EUR)

Net profit for the fiscal year ended 12/31/2019 3,711,544,933.36 Allocation to the legal reserve (12,053.70) Retained earnings 11,131,301,810.37 Amount available for distribution 14,842,834,690.03 Proposed appropriation: Total dividend for fiscal year ended 12/31/2019 3,436,932,738.00

• Of which: dividend payable under the Bylaws of 5% or 0.015 euros per share

7,581,469.28

• Of which: an additional dividend of 6,785 euros per share

3,429,351,268.72 Retained earnings 11,405,901,952.03 14,842,834,690.03

As of December 31, 2019, the Company held 1,778,911 of its

• wn shares, corresponding to an amount not available for

distribution of 403 million euros, equivalent to the acquisition cost of the shares. The Shareholders’ Meeting resolves that the total dividend for the fiscal year ended December 31, 2019 will be 6.80 euros per

• share. Taking into account the interim dividend of 2.20 euros

per share distributed on December 10, 2019, the balance of the dividend is 4.60 euros per share. The ex-dividend date will be April 21, 2020 and payment will be made on April 23, 2020. Based on the tax legislation applicable to securities income as it stands at January 1, 2019, these dividends carry an entitlement for private individuals who are French tax residents and who have opted for their income on all eligible securities income to be taxed at a progressive rate, to a tax deduction of 40%. The dividend is paid as a priority from distributable income from dividends received from subsidiaries eligible for the parent company plan within the meaning of Directive 2011/96/ EU (“Eligible Subsidiaries”) in the following order of priority: (i) firstly from dividends received from Eligible Subsidiaries whose registered office is located in an EU member state other than France; (ii) then from dividends received from Eligible Subsidiaries whose registered office is located in France; (iii) lastly from dividends received from Eligible Subsidiaries whose registered office is located in a non-EU country. 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.

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Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 As required by law, the Shareholders’ Meeting notes that the gross dividends per share paid out in respect of the past three fiscal years were as follows:

Fiscal year Type Payment date Gross dividend

(in euros)

2018 Interim December 6, 2018 2.00 Final April 29, 2019 4.00 TOTAL 6.00 2017 Interim December 7, 2017 1.60 Final April 19, 2018 3.40 TOTAL 5.00 2016 Interim December 1, 2016 1.40 Final April 21, 2017 2.60 TOTAL 4.00

Fourth resolution: Approval of related party agreements

The Shareholders’ Meeting, having reviewed 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: Reappointment of Delphine Arnault as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint Delphine Arnault as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year.

Sixth resolution: Reappointment of Antonio Belloni as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint Antonio Belloni as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year.

Seventh resolution: Reappointment of Diego Della Valle as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint Diego Della Valle as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year.

Eighth resolution: Reappointment of Marie-Josée Kravis as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint Marie-Josée Kravis as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year.

Ninth resolution: Reappointment of Marie-Laure Sauty de Chalon as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to reappoint Marie-Laure Sauty de Chalon as Director for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements of the previous fiscal year.

Te nth resolution: Appointment of Natacha Valla as Director

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to appoint Natacha Valla as Director for a three-year period until the end

• f the Ordinary Shareholders’ Meeting convened in 2023 to

approve the financial statements of the previous fiscal year.

Eleventh resolution: Appointment of Lord Powell of Bayswater as Advisory Board member

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to appoint Lord Powell of Bayswater as Advisory Board member for a three-year period until the end of the Ordinary Shareholders’ Meeting convened in 2023 to approve the financial statements

• f the previous fiscal year.

Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

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Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020

Twelfth resolution: Approval of the information referred to Article

• L. 225-37-3 I of

the French Commercial Code

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on corporate governance, as covered by Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 225-100 II of the French Commercial Code, the information referred to Article L. 225-37-3 I of the French Commercial Code , as presented in point 2.2 of the Board of Directors’ report on corporate governance (see 2019 Universal Registration Document), with the understanding that the aforementioned elements concerning the Chairman and Chief Executive Officer and the Group Managing Director shall be subject to the following resolutions.

Thirteenth resolution: Approval of the compensation paid during fiscal year 2019 and awarded in respect of that year to the Chairman and Chief Executive Officer, Bernard Arnault

The Shareholders’ Meeting, pursuant to Article L. 225-100 of the French Commercial Code, approves the information referred to Article L. 225-37-3 I of said Code as well as the fixed and variable components ( with the understanding that no exceptional compensation was paid or awarded to Bernard Arnault as Chairman and Chief Executive Officer during or in respect of the 2019 fiscal year) comprising the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2019 to Bernard Arnault in respect of his term as Chairman and Chief Executive Officer, as presented in point 2.2 of the Board of Directors’ report on corporate governance (see 2019 Universal Registration Document) 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.

Fourteenth resolution: Approval of the compensation paid during fiscal year 2019 and awarded in respect of that year to the Group Managing Director, Antonio Belloni

The Shareholders’ Meeting, pursuant to Article L. 225-100

• f the French Commercial Code, approves the information

referred to Article L. 225-37-3 I of said Code as well as the fixed and variable components (with the understanding that no exceptional compensation was paid or awarded to Antonio Belloni as Group Managing Director during or in respect of the 2019 fiscal year) comprising the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2019 to Antonio Belloni in respect of his term as Group Managing Director, as presented in point 2.2

• f the Board of Directors’ report on corporate governance (see

2019 Universal Registration Document) 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.

Fifteenth resolution: Approval of the compensation policy in respect of non-senior executive officers

The Shareholders’ Meeting, having reviewed the Board

• f Directors’ report on corporate governance prepared in

accordance with Article L. 225-37 of the French Commercial Code and describing the compensation policy applicable to non-senior executive officers, approves, pu rsuant to Article L. 225-37-2 II of the French Commercial Code, the compensation policy applicable to Directors, as set out in point 2.1.1 of the Board of Directors’ report on corporate governance (see 2019 Universal Registration Document).

Sixteenth resolution: Approval of the compensation policy in respect of the Chairman and Chief Executive Officer

The Shareholders’ Meeting, having reviewed the Board

• f Directors’ report on corporate governance prepared in

accordance with Article L. 225-37 of the French Commercial Code and describing the compensation policy applicable to senior executive officers, approves, pursuant to Article

• L. 225-37-2 II of

the French Commercial Code, the compensation policy applicable to the Chairman and Chief Executive Officer, as set out in point 2.1.2 of the Board of Directors’ report on corporate governance (see 2019 Universal Registration Document).

Seventeenth resolution: Approval of the compensation policy in respect of the Group Managing Director

The Shareholders’ Meeting, having reviewed the Board

• f Directors’ report on corporate governance prepared in

accordance with Article L. 225-37 of the French Commercial Code and describing the compensation policy applicable to senior executive officers, approves, pursuant to Article

• L. 225-37-2 II of

the French Commercial Code, the compensation policy applicable to the Group Managing Director, as set out in point 2.1.2 of the Board of Directors’ report on corporate governance (see 2019 Universal Registration Document).

Eighteenth resolution: Authorization to be granted to the Board of Directors

• ver a period of 18 months to trade in the Company’s

shares at a maximum purchase price of 550 euros per share, for a cumulated maximum of 27.8 billion euros

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, authorizes the Board

• f Directors, with the option of sub-delegation, to purchase the

Company’s own shares, in accordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code and European Regulation No. 596/2014 of April 16, 2014.

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Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 Shares may be acquired to meet any objective compatible with the provisions in force at the time, and in particular to: (i) provide market liquidity or share liquidity services (purchases/sales) by 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; (ii) cover stock option plans, awards of bonus shares or of any

• ther shares, or share-based payment plans for employees
• r 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; (iii) cover debt securities that may be exchanged for Company shares, and more generally securities giving access to the Company’s shares, notably by way of conversion, tendering

• f a coupon, redemption or exchange;

(iv) be canceled subject to the approval of the nineteenth resolution by this Shareholders’ Meeting; or (v) be held and later presented for consideration as an exchange or payment in connection with external growth

• perations, up to a maximum of 5% of the share capital;

(vi) 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 maximum price at which the Company may purchase its

• wn shares is set at 550 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 incorporation

• f reserves and the award of bonus shares and in the event
• f a split or regrouping of shares, the purchase price shown

above will be adjusted by a multiplying factor equal to the ratio between the number of shares that make up the share capital before the operation and the number of shares comprising the share capital after the operation. The maximum number of shares that can be acquired over the duration of the repurchase program is 10% of the share capital, after adjustment for transactions affecting the share capital after this Shareholders’ Meeting, with the understanding that in the context of the use of this authorization, (i) in the specific case of shares purchased under the liquidity contract, in accordance with Paragraph 2 of Article L. 225-209 of the French Commercial Code, the number of shares taken into account to calculate the limit of 10% 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

• f 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 it stands on the date of the operation. The limit of 10% of the share capital corresponded to 50,502,734 shares as at December 31, 2019. The total maximum amount allocated to acquisitions may not exceed 27.8 billion euros. The share purchase operations described above, and the sale

• r transfer of these shares, may be carried out by any means

compatible with the laws and regulations in force, including in the context of trading operations. 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 powers to the Chief Executive Officer or, where relevant and with the agreement of the latter, to the Group Managing Director, under the conditions provided by law, to:

decide on the implementation of this authorization; adjust the aforementioned maximum purchase price to take

account, in the event of a change in the par value of the shares,

• f a capital increase through the incorporation of reserves

and the allocation of bonus shares, a split or regrouping of the shares, the distribution of reserves or any other assets, capital depreciation or any other operation related to the share capital, and the impact of these operations on the value

• f the share;

set the conditions and procedures for the preservation of

rights, where necessary, of holders of securities giving access to the share capital, of stock options or warrants, or rights to bonus share grants in accordance with the relevant legal, regulatory and contractual provisions;

place any stock market orders, sign any contracts, sign any

documents, enter into any agreements with a view notably to maintaining share purchase and sale registers, in accordance with the regulations in force;

make all declarations, perform all formalities and generally

do what is necessary. The Board of Directors may not allow the use of this delegation

• f powers without prior authorization from the Shareholders’

Meeting in the event that a third party has made a public offer

• n the shares of the Company, until the end of that offer

period. This authorization shall take effect at the end of this Shareholders’ Meeting for a period of 18 months and shall invalidate the authorization of the same nature, or any remaining unused portion thereof, granted to the Board of Directors by the Shareholders’ Meeting of April 18, 2019 in its sixteenth resolution.

Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

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Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020

EXTRAORDINARY RESOLUTIONS

Nineteenth resolution: Authorization to be granted to the Board of Directors, for a period of 18 months, to reduce the share capital through the cancellation of shares held by the Company following the repurchase of its own shares

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions and the Statutory Auditors’ report, and pursuant to the provisions of Article L. 225-209 of the French Commercial Code: 1. authorizes the Board of Directors to reduce the Company’s share capital, on one or more occasions, in the proportions and at the times deemed suitable by it, by canceling all or some of the shares that have been or may be repurchased by the Company, up to a limit of 10% of the share capital for each 24-month period, with the understanding that this limit applies to a share capital amount that may, where relevant, be adjusted to take account of operations that affect the share capital after this Shareholders’ Meeting; 2. sets the duration of validity of this authorization at eighteen months and notes that this delegation invalidates the delegation, or any remaining unused portion thereof, granted by the Shareholders’ Meeting of April 18, 2019 in its seventeenth resolution; 3. grants all powers to the Board of Directors to carry out and record the recognition of the capital retirement and capital decrease operations pursuant to this authorization, to accomplish all deeds and formalities to this effect, and notably all necessary declarations to the French financial market authority (Autorité des marchés financiers), to allocate the difference between the purchase value and the par value of the canceled shares to reserves and additional paid-in capital, to reallocate the fraction of the legal reserve that has become available as a result of the capital decrease, to modify the Bylaws accordingly and, in general, do what is necessary.

Twentieth resolution: Authorization to be granted to the Board of Directors for a 26-month period to award bonus shares to be issued with the removal of preferential subscription rights, or shares in issue for the benefit of employees and/or senior executive officers of the Company and related entities up to a limit of 1% of the share capital

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions and the Statutory Auditors’ report, and pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code: 1. authorizes the Board of Directors, at its sole discretion, for the benefit of employees and/or senior executive officers

• f the Company or related entities within the meaning
• f Article L.

225-197-2 of the French Commercial Code,

• r certain categories thereof, to award, on one or more
• ccasions, bonus shares in issue or to be issued up to a total

amount of bonus shares which may not exceed 1% of the Company’s share capital as at the date of this Shareholders’ Meeting, with the understanding that the capital increase amount in the event of new shares being issued will be added to the overall amount of fifty (50) million euros set out in the twenty-eighth resolution approved by the Shareholders’ Meeting of April 18, 2019, or where relevant, to the amount of any limit specified in a resolution of the same nature that may subsequently be approved during the period of validity of this delegation; 2. sets the duration of validity of this authorization at twenty- six months as of this date and notes that this delegation invalidates as of this date the delegation, or any remaining unused portion thereof, granted by the Shareholders’ Meeting of April 12, 2018 in its fifteenth resolution; 3. resolves that (i) the award of the shares to their beneficiaries shall be definitive at the end of a minimum vesting period

• f one year, (ii) the Board of Directors may extend the

vesting period and/or establish a retention period; the minimum total duration of the vesting period and, where relevant, the retention period may not be less than two

• years. However, share awards to beneficiaries shall become

definitive before expiry of the applicable vesting period in the event of the death or disability of the beneficiary corresponding to the classifications in the second and third categories set out in Article L. 341-4 of the French Social Security Code and the said shares shall become freely transferable; 4. resolves that the shares awarded to senior executive officers shall only become definitive subject to the fulfillment of the performance conditions established by the Board of Directors; 5. authorizes the Board of Directors, during the vesting period, to adjust, where relevant, the number of shares linked to any operations involving the share capital so as to preserve the rights of the beneficiaries; 6. acknowledges that if the award relates to shares to be issued, this authorization shall automatically entail the waiving by the shareholders of their preferential subscription rights to the advantage of the beneficiaries of the bonus shares; 7. resolves that where this authorization proceeds, the Board

• f Directors, shall, within the limits of the law, have all

necessary powers to:

establish the list of beneficiaries of the bonus shares, set forth the conditions and, where relevant, criteria for

awarding the bonus shares,

make the definitive acquisition of all or some of the

shares conditional, where relevant, on the fulfillment

• f one or more performance conditions, as determined

by it,

determine the duration of the vesting period and, where

relevant, of the retention period, with the understanding

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Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 that, for any shares awarded to senior executive officers as set out in paragraph 4 of Article L. 225-197-1 II of the French Commercial Code, the Board of Directors shall be responsible for deciding whether or not these shares may be sold by the beneficiaries before the end of their term of office, or for setting the number of these shares that they are required to retain as registered shares until the end of their term of office,

decide, where necessary, in the event of operations

involving the share capital during the vesting period

• f the awarded shares, to adjust the number of shares

awarded so as to preserve the rights of the beneficiaries and, in this case, determine the procedures for such adjustment,

if the award relates to shares to be issued, carry out any

necessary capital increase through the incorporation

• f reserves or issue premiums of the Company at the

time of the definitive awarding of the shares to their beneficiaries, set the dividend dates of the new shares, and make the corresponding changes to the Bylaws;

where relevant, record the recognition of the capital

increases, change the Bylaws accordingly and in general do what is necessary.

Twenty-first resolution: Modification of Article 11 of the Bylaws to define the terms for the appointment of Directors representing employees

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves to define the procedures for appointing Directors representing the employees of the Company and to modify Article 11 of the Bylaws as follows: Article 11 - Board of Directors The Company is administered by a Board of Directors comprising Directors who have been appointed by two methods: (i) Directors elected by the Shareholders’ Meeting and (ii) Directors representing the employees appointed by the Group Works Council and, where relevant, by the SE Works Council. 11.1 Directors elected by the Shareholders’ Meeting 11.1.1. Subject to exemptions set out by law, the Company is administered by a Board comprising at least three and at most eighteen members, who may be individuals or legal entities, appointed by the Ordinary Shareholders’ Meeting. All legal entities that have been appointed a Board member must appoint an individual as its permanent representative on the Board of Directors. The term of

• ffice of this permanent representative is the same as

that of the legal entity which they represent as Director. When a legal entity removes from office the individual who serves as its representative, it must appoint someone else to replace them. The same provisions apply in the event of death or the resignation of the permanent representative. 11.1.2. Each Director must own at least five hundred (500) shares in the Company throughout their entire term of office. If on the date of their appointment a Director does not

• wn the required number of shares or if they cease to
• wn the required number of shares during their term
• f office, they shall be considered to have automatically

resigned if they do not acquire the necessary shares within a period of six months. 11.1.3. No one over the age of seventy shall be appointed as a Director if, as a result of their appointment, the number

• f Directors over seventy would exceed one-third of the

Board members. The number of Directors over seventy years of age may not exceed one-third, rounded to the next higher number if this total is not a whole number, of the Directors in office. Whenever this limit is exceeded, the term of office of the oldest Director shall be deemed to have expired at the close of the Ordinary Shareholders’ Meeting convened to approve the financial statements for the fiscal year during which the limit is exceeded. 11.1.4. Directors shall be appointed for a three-year term. The duties of a Director shall expire at the close of the Ordinary Shareholders’ Meeting convened to approve the financial statements for the preceding fiscal year and held in the year during which the term of office of that Director comes to an end. However, to make the renewal of appointments as balanced over time as possible, and in any event to make them complete for each three-year period, the Board will have the option of determining the order in which Directors’ appointments expire by drawing lots at a Board meeting for one-third of its members each

• year. Once the rotation has been established, renewals

will take place according to seniority. Directors can always be re-elected; their mandate may be revoked at any time by decision of the Shareholders’ Meeting. In the event of the death or resignation of one or more Directors, the Board of Directors may make provisional appointments between two Shareholders’ Meetings. Appointments made by the Board as set out in the above paragraph are subject to ratification by the next Ordinary Shareholders’ Meeting. If they are not ratified, the decisions taken and acts previously carried out by the Board shall nonetheless remain valid. When the number of Directors falls below the legal minimum, the Directors in place must immediately convene an Ordinary Shareholders’ Meeting to bring the number of Directors back up to the minimum level. A Director appointed to replace another Director whose term of office has not expired serves only for the remaining period of their predecessor’s term. 11.1.5. A company employee may only be appointed as Director if their employment contract is dated before their appointment and corresponds to an actual post. In this case, they will not lose the benefits of their employment contract. The number of Directors linked

Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

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Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 to the Company by an employment contract may not surpass one third of the Directors in office. Director(s) representing the employees are not included in this calculation. 11.2 Directors representing the employees appointed by the Group Works Council and, where relevant, by the SE Works Council 11.2.1. In accordance with the law, when the number of members of the Board of Directors, calculated based

• n the provisions of Article
• L. 225-27-1 II
• f the French

Commercial Code, is lower than or equal to eight, a Director representing the employees is appointed by the LVMH Group Works Council. When the number of members of the Board of Directors is higher than eight, a second Director representing the employees is appointed by the SE Works Council. When the number of members of the Board of Directors is initially higher than eight but falls to below or equal to eight, the term of office of the Director appointed by the SE Works Council is maintained until it expires. In accordance with the provisions of Article L. 225-28 of the French Commercial Code, the Director representing the employees appointed by the LVMH Group Works Council must hold an employment contract, which must correspond to an actual post, with the Company or with a direct or indirect subsidiary of the Company, whose registered office is located in France, dated at least two years before their appointment. A Director representing the employees appointed by the SE Works Council must hold an employment contract, which must correspond to an actual post, with the Company or a direct or indirect subsidiary of the Company, dated at least two years before their appointment. Directors representing the employees may begin their term of office when the first Board of Directors meeting is convened following their appointment by the relevant Works Council. Directors representing the employees are not included in the calculation of the maximum or minimum number

• f Directors as provided for in the French Commercial

Code, in the provisions of this article, and pursuant to paragraph 1 of Article L. 225-18-1 of the French Commercial Code. 11.2.2. Pursuant to paragraph 3 of Article L. 225-25 of the French Commercial Code, Directors representing employees are not required to own shares in the Company during their term of office. 11.2.3. Directors representing the employees are appointed for a term of three years, expiring at the close of the Ordinary Shareholders’ Meeting convened to approve the financial statements of the previous fiscal year and held in the year during which the term of office of the Director comes to an end. Directors representing employees may be reappointed. The term of office of a Director representing the employees may expire early under the conditions set

• ut by law and in this article, and notably in the event

that their employment contract is terminated (unless they move jobs within the Group). If the terms of application of Article L. 225-27-1 of the French Commercial Code are no longer fulfilled at the end of a fiscal year, the term of office of the Director(s) representing the employees shall expire at the end

• f the meeting during which the Board of Directors
• bserves that the Company no longer meets the terms
• f application of the law.

In the event that the position of Director representing the employees becomes vacant, for any reason, the position shall be filled in accordance with the conditions set out in Article L. 225-34 of the French Commercial

• Code. The Board of Directors may continue to meet and

validly deliberate before the aforementioned position has been filled. 11.2.4. Directors representing the employees have a voting

• right. Subject to the relevant provisions, Directors

representing the employees have the same privileges, are subject to the same obligations, in particular concerning confidentiality, and are bound by the same responsibilities as the other Directors.

Twenty-second resolution: Modification of Article 13 of the Bylaws to change the method by which notice is served for meetings of the Board of Directors and to introduce the option for the Board of Directors to take decisions based on written consultation pursuant to the provisions set out in the regulations

The Shareholders’ Meeting, having reviewed the Board of Directors’ report

• n the draft resolutions, resolves to replace

the method by which notice is served for meetings of the Board

• f Directors, namely by letter sent to each Director, with notice

by any means, and consequently to change the second and third sub-paragraphs of paragraph 1 of Article 13 of the Bylaws. Article 13: Board of Directors’ meeting The second sub-paragraph of paragraph 1 of Article 13 shall now read as follows: “Notice is served by any means, at least eight days prior to the meeting; it shall mention the agenda of the meeting as set by the person convening the meeting.” The third sub-paragraph of paragraph 1 of Article 13 shall now read as follows: “Nevertheless, the Board may meet without delay and without a pre- established agenda.” The rest of the article remains unchanged. The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, resolves, pursuant to Article L. 225-37 of the French Commercial Code, to allow the Board of Directors to take decisions by written consultation under the conditions set out in the said article. Consequently, a fifth paragraph shall be added to point 2 of Article 13 of the Bylaws.

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Combined Shareholders’ Meeting - Thursday, April 16, 2020 Convening Brochure

Resolutions submitted for approval at the Combined Shareholders’ Meeting of April 16, 2020 New fifth paragraph “ The Board of Directors may take the following decisions by written consultation:

co-optation (i) following death, (ii) following resignation, (iii) when

the number of Directors has fallen below the minimum level set out in the Bylaws, or (iv) when the gender balance of Directors on the board is no longer complied with;

authorize the granting of security, endorsements and guarantees given

by the Company;

transfer of the registered office within the same administrative region

(département);

change the Bylaws to bring them into line with legal and regulatory

provisions;

convene the Shareholders’ Meeting.

The terms and conditions for written consultation are set out in the Board

• f Directors’ Charter.”

The rest of the article remains unchanged.

Twenty-third resolution: Modification of Article 14 of the Bylaws (Powers of the Board of Directors)

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions, Article L. 225-35 of the French Commercial Code, and Article 1835 of the French Civil Code as amended by the French Law of May 22, 2019, known as the Pacte Law, which introduces the notion of the Company’s societal interest and purpose, resolves to modify the first paragraph of Article 14 of the Bylaws as follows: “Article 14 - Powers of the Board of Directors The Board of Directors sets guidelines for the Company’s activities and shall ensure their implementation in accordance with its societal interests, taking into consideration the corporate social responsibility and environmental objectives of its activity. Where necessary, it will also take into consideration the Company’s purpose, defined pursuant to Article 1835 of the French Civil Code.” The rest of the paragraph remains unchanged.

Twenty-fourth resolution: Harmonization of the Bylaws with various provisions, legal and regulatory in particular, of th e French Law

• f May 22, 2019 known as the Pacte Law (articles 20,

21, 23 and 25 )

The Shareholders’ Meeting, having reviewed the Board of Directors’ report on the draft resolutions and the provisions, legal and regulatory in particular, of the French law of May 22, 2019, known as the Pacte Law, resolves to harmonize the Bylaws to bring them into line with said provisions

• f the said law and

therefore to modify the following articles: (i) Articles 20 and 21 : removal of the reference to “Directors’ fees”; (ii) Article 23: susbtitution of the terms “ Works Council” by the terms “ Social and Economic Council” ; (iii) Article 25: Identification of holders of securities. Article 25 shall now read as follows: “The Company has a right, under the legal and regulatory provisions in force, to request, at any time, information on the holders of securities that confer an immediate or future right to vote at its Shareholders’ Meetings, in return for a consideration, the maximum amount of which shall be set by order of the Minister of the Economy, payable either to the central depository of the financial instruments or directly to one or more intermediaries covered by the applicable laws and regulations. The said holders of securities shall be identified in accordance with the laws and regulations in force.”