EUR 500.00 For Business Accounts Only

Kering - AGM 24 April 2019

It should first be noted that the Company achieved excellent results in 2018, driven in particular by the strong growth of the luxury goods market.

As in the previous year, ECGS notes a lack of counter-power within the company: we note the cumulation of the functions of Chairman of the Board of Directors and Chief Executive Officer, as well as the absence of generalized executive sessions.

Also, we note that the presence of three censors, exercising each of the management functions within the Kering Group, undermines the effectiveness of the control of the action of the leaders of the company.

However, it should be noted that the company now has a majority-independent Nomination Committee (60%) and that a director representing employees sits on the Remuneration Committee.

In general, remunerations are up from the previous year and appear excessive: the significant increase in the long tem remuneration is largely responsible for the excessive amount. It should also be noted that the overly frequent use of KMUs (Kering Monetary Units) exceptional distributions ("multi-year variable compensation") appears to be inflationary and unacceptable.

Lastly, the company did not submit the regulated agreements to the vote of the Shareholders' Meeting. However, according to Article L.224-40 of the French Commercial Code, the Annual General Meeting rules on the special report of the auditors. This is a mandatory vote and not optional for any ordinary general meeting, even in the absence of new agreements. According to ECGS, this omission constitutes a management fault, especially since the amount of the agreement concluded with Artémis SA has significantly increased in 2018.