SUMMARY OF CONTEMPLATED TRANSACTIONS GREATER STRENGTHENING OF - - PDF document

PROJECT AIMING AT

SIMPLIFYING CHRISTIAN DIOR – LVMH GROUP STRUCTURES: REGROUPING THE ENTIRE DIOR BRAND WITHIN LVMH

AND

OFFER BY THE ARNAULT FAMILY GROUP ON PUBLICLY HELD CHRISTIAN DIOR SHARES

April 25TH, 2017

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

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STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY INTEGRATION OF CHRISTIAN DIOR COUTURE SIMPLIFICATION OF STRUCTURES GREATER COMMITMENT OF FAMILY SHAREHOLDER

PUBLIC OFFER ON CHRISTIAN DIOR BY ARNAULT FAMILY GROUP¹ *** ACQUISITION OF CHRISTIAN DIOR COUTURE2 BY LVMH

Notes: 1 Via Semyrhamis, a company of the Arnault Family Group 2 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture

SUMMARY OF CONTEMPLATED TRANSACTIONS

Planned acquisition of Christian Dior Couture3 by LVMH ♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA4 Planned public offer by Arnault Family Group on all Christian Dior shares it does not already own1 ♦ Semyrhamis, a company of Arnault Family Group, intends to file a simplified mixed public offer on Christian Dior shares: – €172 in cash and 0.192 Hermès International shares for every Christian Dior share. This primary offer is complemented by two secondary offers: cash-only and Hermès International shares-only – This represents a 14.7% premium over Christian Dior’s last share price, an 18.6% premium over its 1-month average2 and a 25.9% premium over its 3-month average2

3 Notes: 1 Amounting to 25.7% of share capital, after taking into account treasury shares 2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017 3 Includes Grandville (100%-owned by Christian Dior and its subsidiary, Christian Dior Couture) 4 Adjusted EBITDA – last 12 months as of March 31st, 2017, after accounting for Christian Dior’s expenses ascribed to Christian Dior Couture

Unanimous support of Boards of Directors ♦ Christian Dior’s Board of Directors is unanimously favorable to Arnault Family Group’s intent to file an offer ♦ Christian Dior’s and LVMH’s Boards of Directors are unanimously favorable to the planned acquisition of Christian Dior Couture

SUMMARY OF CONTEMPLATED TRANSACTIONS

SIMPLIFIED STRUCTURE FOLLOWING THE CONTEMPLATED TRANSACTIONS

EVOLUTION OF GROUP STRUCTURE

CURRENT SIMPLIFIED GROUP STRUCTURE

Christian Dior Couture Branch1

5.8% of share capital 6.3% of voting rights 74.1% of share capital 84.9% of voting rights 41.0% of share capital 56.8% of voting rights 100%

Christian Dior LVMH Christian Dior Couture Branch1

May reach up to 100% of share capital² from 74.1%, depending

• n results of offer

100% 41.0% of share capital 56.8% of voting rights 4

Arnault Family Group Christian Dior LVMH Arnault Family Group

5.8% of share capital 6.3% of voting rights

Notes: 1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture 2 Voting rights may reach up to 100% from 84.9%, depending on results of offer

KEY HIGHLIGHTS

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STRENGTHENING OF LVMH’S FASHION AND LEATHER DIVISION THROUGH ACQUISITION OF ONE OF THE MOST ICONIC BRANDS WORLDWIDE

• HIGH GROWTH POTENTIAL FOR CHRISTIAN DIOR COUTURE

EPS-ACCRETIVE TRANSACTION FOR LVMH FROM THE FIRST YEAR OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS TO SELL THEIR SHARES AT AN 18.6% PREMIUM OVER THE 1-MONTH AVERAGE SHARE PRICE, VALUING THE COMPANY AT ITS NET ASSET VALUE SIMPLIFICATION OF STRUCTURES GREATER COMMITMENT OF ARNAULT FAMILY GROUP REGROUPING OF THE ENTIRE DIOR BRAND WITHIN THE LVMH GROUP

• PUBLIC OFFER BY ARNAULT FAMILY GROUP ON

CHRISTIAN DIOR SHARES

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KEY TERMS OF OFFER

PUBLIC OFFER ON CHRISTIAN DIOR SHARES ♦ Offer initiated by Semyrhamis, a company of Arnault Family Group, targeting 25.7% of share capital – Primary mixed offer: €172 in cash, and 0.192 Hermès International shares per Christian Dior share – Secondary offer in cash: €260 in cash per Christian Dior share – Secondary offer in shares: 0.566 Hermès International shares per Christian Dior share – 14.7% premium1 over Christian Dior’s last share price, an 18.6% premium over its 1-month average share price2 and a 25.9% premium over its 3-month average share price2 ♦ “Mix & match” option, giving shareholders the possibility to opt for either more cash or more Hermès International shares, within overall offer limit of €8.0bn in cash and 8.9 million Hermès International shares ♦ No intention to implement a squeeze-out procedure within 3 months after completion of offer ♦ Intention unanimously well received by Christian Dior’s Board of Directors ♦ Appointment of one independent expert to assess financial terms CONDITIONS ♦ Conclusion of financing under satisfactory terms ♦ Clearance (décision de conformité) by French Financial Markets Authority (AMF)

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INDICATIVE TIMETABLE ♦ Filing of offer: late May 2017

Notes: 1 Based on Hermès International closing share price as of April 24th, 2017 adjusted for planned detachment of balance of 2016 dividend 2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017

ESTIMATION OF CHRISTIAN DIOR’S NET ASSET VALUE

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€42.7bn €40.4bn €6.5bn €(1.5)bn €(0.2)bn €47.5bn €45.2bn

Based on LVMH’s 1-month average¹ share price Based on LVMH’s 3-month average¹ share price

€263 €251

+ + + =

Value of 41% stake in LVMH Christian Dior Couture enterprise value Net financial debt2 Others3 Christian Dior NAV Christian Dior NAV / share

Notes: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017 2 Net financial debt at Christian Dior level 3 Other assets and liabilities at Christian Dior level

€227 €219 €207 €196 Offer Spot share price 1-month avg. 3-month avg. 6-month avg. Christian Dior NAV

ILLUSTRATION OF OFFER TERMS

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In € per share

Notes: 1 Based on Hermès International closing share price as of April 24th, 2017, adjusted for planned detachment of balance of 2016 dividend 2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017 3 Range according to market value reference used for LVMH (1-month and 3-month average share price)

€2601

+ 14.7%

€251-2633

+ 18.6% + 25.9% + 32.8%

Offer represents premium of: €172 in cash 0.192 Hermès International shares For each Christian Dior share: and

2 2 2

€172 €881

AN OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS

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PREMIUM LIQUIDITY ♦ Offer price represents:

• a 14.7% premium over the April 24th, 2017 closing share price
• an 18.6% premium over the 1-month average share price¹
• a 25.9% premium over the 3-month average share price¹

♦ Value offered in line with net asset value ♦ Christian Dior shares currently trading at all-time-highs ♦ Liquidity opportunity for Christian Dior shareholders

Note: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017

STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY ACQUISITION OF CHRISTIAN DIOR COUTURE

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KEY TERMS OF TRANSACTION

ACQUISITION OF CHRISTIAN DIOR COUTURE1 BY LVMH ♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA2 ♦ Vendor loan3 granted to LVMH for a maximum of 24 months, allowing timing flexibility for refinancing ♦ Boards of Christian Dior and LVMH unanimously favorable to planned acquisition, based on work of their respective financial advisers PRIOR STEPS BEFORE TRANSACTION ♦ Information / consultation of Christian Dior employees’ representative bodies ♦ Confirmatory due diligence ♦ Finalization of the legal documentation, to be submitted for approval to the Boards of Christian Dior and LVMH as related-party transaction ♦ Review of key financial terms of the transaction by two independent experts (one appointed for Christian Dior and another appointed for LVMH) INDICATIVE TIMETABLE ♦ Closing of the transaction expected during 2nd half of 2017, subject to statement of compliance on public

• ffer on Christian Dior shares

12 Notes: 1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture 2 Adjusted EBITDA – last 12 months as of March 31st, 2017, after accounting for Christian Dior’s expenses ascribable to Christian Dior Couture 3 At an interest rate of 1% per year

CHRISTIAN DIOR COUTURE KEY FIGURES

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ENTERPRISE VALUE: 15.6x EBITDA5 Revenue: €2.0bn (Last 12 months at end March 2017) EBITDA: €418m1 (Last 12 months at end March 2017) COP2: €270m3 (Last 12 months at end March 2017) 70 years of know-how 198 stores 5,000 employees 93% of revenue from retail +12% annual revenue growth4 since 2000

Notes: 1 Adjusted EBITDA, after accounting for Christian Dior’s expenses ascribable to Christian Dior Couture 2 Current operating profit 3 After accounting for Christian Dior’s expenses ascribable to Christian Dior Couture and for net income from associates 4 Compounded annual growth rate over the period 5 Based on adjusted EBITDA (see note 1) – last 12 month at end March 2017

Present in more than 60 countries

A UNIQUE ASSET

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AN ICONIC FASHION HOUSE, ONE OF THE MOST PRESTIGIOUS BRANDS WORLDWIDE AN UNPARALLELED POSITIONING IN LUXURY GLOBAL NETWORK OF DIRECTLY OPERATED STORES, ENSURING COMPREHENSIVE CONTROL OVER DISTRIBUTION AND BRAND IMAGE UNIQUE PORTFOLIO OF STRATEGIC REAL ESTATE ASSETS GENERATED REVENUE OF €2bn, DOUBLED SINCE 2011, WITH HIGH GROWTH PROSPECTS

1 2 3 4 5

AN ICONIC BRAND

RENOWNED DESIGNERS CHRISTIAN DIOR, THE WORLD’S MOST WELL-KNOWN FRENCH NAME

Yves Saint- Laurent Marc Bohan Gianfranco Ferre John Galliano Raf Simons Maria Grazia Chiuri Hedi Slimane Victoire de Castellane Christian Dior Kris Van Assche

93% OF REVENUE GENERATED IN OWN STORES

GLOBAL NETWORK OF 198 STORES

33 in North America 16 in Japan 20 in China 53 in Asia (excluding Japan and China) 71 in Europe 5 in Latin America

MAIN REAL ESTATE ASSETS

Avenue Montaigne, Paris New Bond Street, London Ginza, Tokyo Omotesando, Tokyo Seoul

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A BRAND EXPERIENCING STRONG GROWTH

2011-2016 REVENUE1 (€bn) 2011-2016 COP1,3,4 (€m) 2016 REVENUE BREAKDOWN BY REGION1

Notes: 1 Actual figures as of December 31st 2 Compounded annual growth rate over the period 3 Excluding Christian Dior’s expenses ascribable to Christian Dior Couture and including net income from associates 4 Current Operating Profit 17

+14% per year² 2016 REVENUE BREAKDOWN BY PRODUCT LINE1 +24% per year²

85 252 2011 2016 1.0 1.9 2011 2016

Leather 46% Fashion 26% Accessories 10% Shoes 9% Watches & Jewelry 6% Others 3% Europe & Middle East 43% America 12% Asia 45%

A STRATEGIC ACQUISITION FOR LVMH

STRENGTHENING OF BRAND PORTFOLIO HIGH-GROWTH PLAYER

♦ Integration of one of the most iconic brands worldwide ♦ Regrouping of the entire Dior brand within the LVMH group ♦ Exceptional creative momentum ♦ Numerous investments completed over the last years to accelerate development in America, China and Japan

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KEY FINANCIAL IMPACTS FOR LVMH

2016 PRO FORMA EARNINGS PER SHARE 2016 PRO FORMA GEARING¹

(Unaudited) Note : 1 Net financial debt / equity ratio (Unaudited) 19

EPS ACCRETION FROM THE FIRST YEAR LIMITED IMPACT ON FINANCIAL STRUCTURE: Gearing of 35% post transaction

+2.7% 12% 35% Before transaction Pro forma €7.89 €8.11 Before transaction Pro forma

NEXT STEPS

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INDICATIVE PUBLIC OFFER TIMETABLE

FILING OF OFFER

♦ Late May 2017

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AMF CLEARANCE (DÉCISION DE CONFORMITÉ) AND LAUNCH OF OFFER

♦ June 2017

OFFER DURATION

♦ 3 weeks