Combined Annual General Meeting April 27, 2017 · EXPLOIT POTENTIAL of Balenciaga, Alexander McQueen, Stella McCartney STEP UP development of our Jewelry brands, ambitious plan for

Combined Annual General Meeting

April 27, 2017

OPENING REMARKS

Franço is -Henr i P inau l t

C h a i r m a n a n d C E O

AGENDA & REGULATORY ISSUES

Er ic Sandr in

G r o u p G e n e r a l C o u n s e l

CONTENT

Full-Year 2016 highlights and financial results analysis

Strategy and Outlook

Sustainability

Governance

Conclusion

Statutory Auditors’ reports

Questions & Answers

Resolutions and vote

INTRODUCTION



INTRODUCTION



INTRODUCTION



FULL-YEAR 2016 HIGHLIGHTS AND FINANCIAL RESULTS ANALYSIS

Jean-Franço is Pa lus

G r o u p M a n a g i n g D i r e c t o r

EXCELLENT OPERATING PERFORMANCES IN 2016

12,385 M€GROUP REVENUE

Highest revenue growth since 2012

REVENUE GROWTH+6.9% reported

+8.1% comparable

22%growth

+4%

31%growth

+11%

11%growth

+10%26%

Growth

+11%

10%growth

0%

North America

Western Europe

RoW

Asia-Pacific

Japan

SHARP REVENUE GROWTH

At constant scope and exchange rate


+5.5%

+10.5%+8.1%

S1 16 S2 16 FY 16

GROUP REVENUE

Sharp acceleration in H2

Balanced contributions from Luxury

and Sport & Lifestyle

+4.0%

+11.3%+7.8%

S1 16 S2 16 FY 16

LUXURY

ACTIVITIESGrowth pace stepping up in H2

+9.1%

+8.9%

+9.0%

S1 16 S2 16 FY 16

SPORT & LIFESTYLE

ACTIVITIES

Consistent performance

throughout the year

FOCUS ON ORGANIC GROWTH

GROUP RECURRING

OPERATING INCOME1,886 M€

+15% growth

Margin up 1pt

1,792 1,750 1,664 1,6471,886

2012 2013 2014 2015 2016

Résultat opérationnel courant en M€

Marge en %

14.2%

Group recurring operating income in €m

Margin in %

15.2%

Recurring operating

income

Reported change

(%)

Recurring operating

income margin

(%)

Luxury 1,936 +13.3% 22.9%

Sport & Lifestyle 123 +30.0% 3.2%

Corporate & Others (173) -10.8% -

Kering 1,886 +14.5% 15.2%

In €m

RECORD RECURRING OPERATING INCOME


660

1,189

2015 2016

x1,8

In €m

4,679

4,371

2015 2016

- 308

In €m

FREE CASH FLOW 1,189 M€FCF from operations multiplied

by 1.8

Net debt down by more than

€300mNET DEBT Debt-to-EBITDA ratio at

1.9x

FREE CASH FLOW GENERATION UP SHARPLY ,

NET DEBT REDUCING

In €m 2016

Reported

change

Revenue 8,469 +7.7%*

Recurring operating income

Recurring operating income margin

1,936

22.9%

+13.3%

+1.2pt

EBITDA

EBITDA margin

2,255

26.6%

+11.4%

LUXURY ACTIVITIES

Revenue

Reported change

Comparable change

4,378

+12.3%

+12.7%


Reported change

1,256

+21.7%

Recurring operating income margin 28.7%

1,173

-8.7%

-9.4%

297

-20.6%

25.3%

1,220

+25.3%

+25.5%

269

+59.3%

22.0%

1,698

-0.6%

-0.3%

114

-14.2%

6.7%

GucciBottega

Veneta

Saint

Laurent

Other

brands

In €m

* Comparable: +7.8%

Western Europe

33%

North America

19%Japan

11%

Asia Pacific

30%

RoW 7%

REVENUE BREAKDOW N BY REGION

In €m 2016

Reported

change

Revenue 3,884 +5.5%


Recurring operating income margin

123

3.2%

+30,0%

+0.6pt

EBITDA

EBITDA margin

190

4.9%

+18.0%

SPORT & LIFESTYLE ACTIVITIES

Revenue

Reported change

Comparable change

3,642

+6.8%

+10.4%


Reported change

127

+37%

Recurring operating income margin 3.5%

242

-13.5%

-8.4%

(3)

-

-

PumaOther

brandsIn €m

Western Europe

28%

North America

28%Japan

9%

Asia Pacific

16%

RoW 19%

REVENUE BREAKDOW N BY REGION

FINANCIAL PERFORMANCE

In €m 2016 2015

Revenue 12,385 11,584

Gross margin 7,790 7,074

Recurring operating income 1,886 1,647

Other non-recurring operating income and expenses

Net financial charges

Corporate income tax

Share in earnings of associates

Net result from discontinued operations

(506)

(202)

(296)

(2)

(12)

(394)

(249)

(322)

(2)

41

Consolidated net income

Of which net income, Group share

868

814

721

696

Net income, Group share, from continuing operations excluding non-

recurring items1,282 1,017

Net income, Group share, per share (in euro)

Net income per share from continuing operations, excluding non-recurring items

(in euro)

6.46

10.17

5.52

8.07

2016 BALANCE SHEET

HEALTHY FINANCIAL STRUCTURE

185

608 598

723 648

1,609

2017* 2018** 2019** 2020** 2021** beyond**

5,420

1,050

3,664

4,590

3,091

18,499

11,964

Actif Passif

Tota l

€24 ,139m

Equity: 50% of total balance sheet

Debt-to-equity ratio: 36.5%

Maturity schedule optimization

Average cost of financing stable in 2016

Current

assets

Non-

current

assets

Cash

Equity

Gross

debt

CONDENSED BALANCE SHEET (In €m) LIQUIDITY OVERVIEW (In €m)

Non-current

liabilities

Current

liabilities

Assets Liabilities

* Gross debt minus cash & cash equivalents ** Gross debt

DIVIDEND PER SHARE

(in €)

DIVIDEND UP 15%

3.503.75 3.75

4.00 4.00

4.60

2011 2012 2013 2014 2015 2016*

DIVIDEND PAYOUT

(in %)

* Subject to April 27, 2017 AGM approval. Interim payment of €1.50 paid on January 18, 2017

** Reported not restated

+ 15%

41.8% 37.3% 38.4% 42.9%49.6% 45.3%

59.8% 61.6% 64.0% 59.4%

102.2%

57.1%

2011** 2012** 2013** 2014 2015 2016*

in % of recurring net income, Group share in % of available cash flow

Q1 2017 REVENUE: RECORD-BREAKING GROWTH

GROUP

3,574 M€

+31.2% reported

+28.6% comparable*

Western Europe 32%

(+34%)

North America 21%

(+25%)

Asia Pacific 29%

(+42%)

RoW 10%

(+19%)

Japan 8%

(+1%)

LUXURY

2,417 M€

+34.0% reported

+31.6% comparable*

SPORT & LIFESTYLE

1,064 M€

+16.5% reported

+14.0% comparable*

CORPORATE &

OTHERS

92 M€including Kering Eyewear

contribution

SHARP SEQUENTIAL

ACCELERATION

Record quarter on an easy

comp base (Group revenue growth in

comparable)

MAJOR IMPROVEMENT ACROSS ALL

GEOGRAPHIES

Breakdown by region(% of Q1 Group revenue and

comparable growth)

-5%

5%

15%

25%

Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 Q1 17

* : at constant scope and exchange rates, Kering Eyewear included.

Source: Nasdaq, performance as of 26 April 2017

SHARE PRICE PERFORMANCE

Kering

+80%

CAC 40

+14%

120

140

160

180

200

220

240

260

280

300

Jan2016

Feb2016

Mar2016

Apr2016

May2016

Jun2016

Jul2016

Aug2016

Sep2016

Oct2016

Nov2016

Dec2016

Jan2017

Feb2017

Mar2017

Apr2017

Kering share price performance vs. CAC 40 since January 2016In euros

Kering CAC 40

STRATEGY & OUTLOOK



LUXURY, A SECTOR IN MUTATION

BEGINNINGS EXPANSION MATURITY

Global industry

Cycle of moderate growth

Vertical integration

New challenges

New consumer habits & behaviors

Young, always connected clients

Increasing mobility

New responses

A differentiating vision of Luxury

A pertinent, well-established strategy

Straightforward roadmaps

Desirability

Product

differentiation

Modernity HeritageCREATION

DIFFERENTIATION GROUNDED IN CREATION

VISION

OUR STRATEGIC VISION: FOUR PILLARS

Integrated specialized group

Optimization of processes

Strong generation of free cash flow from operations

Improving return on capital employed

Balanced portfolio

of complementary brands

Business model

aimed at leveraging differentiated cycles

and degrees of maturity

MULTIBRAND MODEL

ORGANIC GROWTH

SUSTAINABILITY

VALUE CREATION BY BRANDS AND GROUP

Foundation: growing markets

Capital: brand attractiveness

Growth lever: same-store performance

Accelerator: online presence

Social and societal responsibility

Environnemental responsibility

Creativity and leadership

2

1

3

4

PURSUE growth and further improve store productivity at Gucci

and Saint Laurent

REDEPLOY Bottega Veneta

EXPLOIT POTENTIAL of Balenciaga, Alexander McQueen,

Stella McCartney

STEP UP development of our Jewelry brands, ambitious plan for

Boucheron

ADAPT Brioni and Watch brands to current market conditions

AMPLE OPPORTUNITIES, STRAIGHTFORWARD ROADMAPS

ATTRACT AND NURTURE talents

INNOVATE in digital excellence and customer-centric culture

SUPPORT AND AMPLIFY communications of our brands

BRANDS

GROUP

EXTEND AND SUSTAIN GUCCI’S REINVENTION

CREATIVE TRANSITION nearly completed and highly successful

SOLID LEATHER GOODS CARRYOVER BASE built and

development of strong CONTINUITY, collection after collection, in

Ready-to-Wear

In-depth MERCHANDISING work

Roll-out of NEW STORE CONCEPT and visual tools

RETAIL EXCELLENCE program

New GUCCI.COM on line in all regions

Innovative DIGITAL COMMUNICATIONS initatives

SALES PER SQM

Catch-up phase only starting

GROWTH OPPORTUNITIES

By region, country, store, category and sub-category

PRODUCTION AND LOGISTICS

Capacities being adjusted to meet demand

2016, A SUCCESSFUL STRATEGY IMPLEMENTED

CONSIDERABLE GROWTH OPPORTUNITIES

REVENUE

RETURN

FINANCIAL

STRUCTURE

WCR

CAPEX

VALUE CREATION AND FINANCIAL AMBITIONS

• Enhanced Capex allocation

OPERATIONS

CAPITAL

EMPLOYED

USE OF CASH

• Focus on same-store organic growthIMPROVED

RETURN ON

CAPITAL

EMPLOYED• Higher store productivity

• Adaptation of organizations

• Further deleveraging

• Dividend a priority

• Planning and inventory management

SUSTAINED

GENERATION

OF FCF FROM

OPERATIONS

NET DEBT/EBITDA

1 to 2 x

SUSTAINABILITY

Mar ie -C la i re Daveu

C h i e f S u s t a i n a b i l i t y O f f i c e r & H e a d o f I n t e r n a t i o n a l I n s t i t u t i o n a l A f f a i r s

SUSTAINABILITY IS A NECESSITY AND AN OPPORTUNITY

It is our responsibility to define a clear path for our

industry, and to encourage other industries to move

towards more resilient business models

Sustainability has been an integral part of our business

strategy for over ten years now

2016 was a key year for sustainability within our Group

Release of our final Target report 2012-2016

Development and launch of our 2025 ambitions

FINAL REPORT AND LESSONS LEARNED FROM OUR 2012-2016 TARGETS

Great results, including removing PVC from our brands’

collections; and introducing more sustainable “luxury

bovine leather” and crocodilian into our brands’

collections

A couple of improvement areas, such as gold and

diamonds, and carbon emissions

Our EP&L analysis highlighted that the majority of our

Group’s environmental impact falls within the supply chain

Traceability and transparency are key all along the supply

chain

Need to intensify actions aimed at reducing the

environmental impact generated by the sourcing and

processing of our raw materials

Need to further reinforce partnerships with stakeholdersFull report on our 2012-2016 Targets

available on Kering.com

OUR AMBITION: CRAFTING TOMORROW’S LUXURY

This new chapter has been co-written with our Maisons

Our vision is based on a 2025 horizon

We will publish a comprehensive progress report every 3

years

With a 360° approach, this strategy covers all the aspects

of sustainability

The steering committee is the Group’s Executive

Committee

This strategy is founded on 3 interdependent pillars

CARE, THE ENVIRONMENTAL PILLAR

CARE for our impact on the planet, on climate change,

and on natural resources by:

Extending our EP&L methodology to cover a

product’s use and end-of-life phases

Reducing our environmental footprint by 40% and

our CO2 emissions by 50%

Deploying Kering social, environmental and animal

welfare standards across 100% of our supply chains

COLLABORATE, THE SOCIAL PILLAR

COLLABORATE with people across our business

ecosystem including suppliers, employees and clients

to:

Preserve our heritage and craftsmanship

Be the preferred employer in our sector

Achieve gender parity and ensure salary equality

in all functions, across all levels of our Group

CREATE, THE INNOVATION PILLAR

CREATE innovations to ensure our planet, our

industry and our brands thrive for the long-run by:

Developing disruptive solutions at every step of

our value chain

Establishing a Watches & Jewelry Innovation Lab

Launching a Young Leaders Advisory Group for

inspired ideas

REINFORCE OUR COLLABORATIONS AND PARTNERSHIPS

Beyond our Group’s operations and limits, we also

hope to inspire other players across our industry and

to engage the next generation

A MOOC (Massive Open Online Course) is being

developed with the London College of Fashion,

to raise awareness and educate students

A new partnership has been signed with Global

Fashion Agenda to support solutions

GOVERNANCE

Patr ic ia Barb ize t

V i c e – C h a i r o f t h e B o a r d o f D i r e c t o r s

CURRENT COMPOSITION OF THE BOARD OF DIRECTORS

11 members, including 6 independent Directors

COMPOSITION OF THE BOARD OF DIRECTORSRenewal of the terms of of f ice of four Directors

POTENTIAL COMPOSITION OF THE BOARD OF DIRECTORS

11 members, including 6 independent Directors

OPERATION OF THE BOARD OF DIRECTORS

7 metings held in 2016 and 3 meetings since the beginning of 2017

Average Director’s attendance rate in 2016: 95%

Main issues covered:

• Determination of the Group’s strategic priorities

• Review of annual and interim financial statements

• Analysis of the Group’s activities

• Assessment of the Board’s work

• Management compensation and remuneration policy for Executive Committee’s members

SUSTAINABILITY

COMMITTEE

• Sapna SOOD (Chairwoman)

• Jean-François PALUS

• François-Henri PINAULT

• Daniela RICCARDI

STRATEGY AND

DEVELOPMENT COMMITTEE

• François-Henri PINAULT (Chairman)

• Laurence BOONE

• Baudouin PROT

• Daniela RICCARDI

REMUNERATION COMMITTEE

• Sophie L’HÉLIAS (Chairwoman)

• Patricia BARBIZET

• Yseulys COSTES

• Jean-Pierre DENIS

AUDIT COMMITTEE

• Jean-Pierre DENIS (Chairman)

• Patricia BARBIZET

• Laurence BOONE

• Sophie L’HÉLIAS

APPOINTMENTS COMMITTEE

• Patricia BARBIZET (Chairwoman)

• Yseulys COSTES

• Baudouin PROT

• Sapna SOOD

5 BOARD COMMITTEES

Degree of

independence:

50%

Degree of

independence:

50%

Degree of

independence:

75%

Degree of

independence:

75%

Degree of independence: 50%

BOARD OF DIRECTORS

SHAREHOLDERS’ VOTE ON REMUNERATION OF DIRECTORS AND EXECUTIVE CORPORATE OFFICERS

A dual role for the Shareholders’ Meeting of listed companies:

Ex Ante vote

binding

Vote on the remuneration policy

due to directors and executive

corporate officers

Ex Post vote

advisory

Vote on components due or

awarded for the previous financial

year

• Favourable vote: the new remuneration

policy applies

• Negative vote: the remuneration policy

previously in place will continue to apply

• Favourable vote: components making up

total remuneration and benefits of any

kind can be paid

• Negative vote: the Board of Directors

shall meet

COMPONENTS OF THE REMUNERATION OF THE CHAIRMAN & CEO AND OF THE GROUP MANAGING DIRECTOR IN 2016

A fixed salary (no employment contract for the CEO)

A variable portion expressed as a percentage of annual fixed remuneration (introduction of non-financial targets)

The amount is established on achieving (or exceeding) two specifically defined financial targets and on achieving

three non-financial targets:

Directors’ fees (Kering + Puma)

No golden parachute and no indemnity relative to non-compete clause

No supplementary pension scheme

Recurring operating income (35%)

Free cash flow from operations (35%)

Financial targets Non-financial targets

Organisation and talent management (10%)

Corporate social responsibility (10%)

Sustainability (10%)

For the year

2016 2015 2014 2013

Fixed part (in €’000) 1,100 1,100 1,100 1,100

Variable part (in €’000) 1,407 1,159 1,561 1,239

Directors’ fees (in €’000) 117 127 121 177

Allowance and other benefits (in €’000) 17 19 20 19

Sub-total (in €’000) 2,641 2,405 2,802 2,535

Definitive allocation of the LTI (valuation at allocation

date, in €’000) 0 (1) 0 0 (2) 1,622 (3)

Total remuneration (in €’000) 2,641 2,405 2,802 4,157

COMPONENTS OF THE REMUNERATION OF THE CHAIRMAN & CEO (1/2)

(1) No possibility for the Chairman & CEO to cash in his KMUs as part of the long-term incentive plan set up in 2013(2) Performance shares from the 2012-I plan of April 27, 2012(3) Performance shares from the 2011-I plan of May 19, 2011

COMPONENTS OF THE REMUNERATION OF THE CHAIRMAN & CEO (2/2)

Long-term incentive plan

2016 2015 2014 2013

LTI granted during the financial year

Number of KMUs granted9,526 11,153 21,272 11,874

Unit value at grant date €166 €167 €154 €152

Total value at grant date €1,581,000 €1,863,000 €3,281,000 €1,805,000

Definitive allocation during the financial

year

Number of LTI acquired

(in monetary unites or shares)0 (2) 0 0 (3) 9,211 (4)

Unit value at allocation date €249 In progress €159 €176

Total value at allocation date 0 (2) 0 0 (3) €1,622,000 (4)

(1) Including 11,372 on an ordinary basis with a grant value of €144 on the one hand and on the other 9,900 on an extraordinary basis with a grant value of €166, and definitively acquired in 2017 (2) No possibility for the Chairman & CEO to cash in his KMUs as part of the long-term incentive plan set up in 2013(3) Performance shares from the 2012-I plan of April 27, 2012(4) Performance shares from the 2011-I plan of May 19, 2011

For the year

2016 2015 (1) 2014 2013

Fixed part (in €’000) 1,019 1,019 1,086 1,024

Variable part (in €’000) 1,062 875 1 276 949

Directors’ fees (in €’000) 190 195 132 142

Allowance and other benefits (in €’000) 1,098 1,098 1,240 580

Sub-total (in €’000) 3,370 3,187 4,088 3,056

Definitive allocation of the LTI (valuation at allocation

date, in €’000) 0 (2) 0 1,032 (3) 2,390 (4)

Total remuneration (in €’000) 3,370 3,187 5,120 5,446

COMPONENTS OF THE REMUNERATION OF THE GROUP MANAGING DIRECTOR (1/2)

(1) Data restated with the 2016 exchange rate to provide information at comparable exchange rate(2) No possibility for the Group Managing Director to cash in his KMUs as part of the long-term incentive plan set up in 2013(3) Performance shares from the 2012-I plan of April 27, 2012(4) Performance shares from the 2011-I plan of May 19, 2011

COMPONENTS OF THE REMUNERATION OF THE GROUP MANAGING DIRECTOR (2/2)

Long-term incentive plan

2016 2015 2014 2013

LTI granted during the financial year

Number of KMUs granted 8,448 9,758 9,426 9,763

Unit value at grant date €166 €167 €144 €152

Total value at grant date €1,402,000 €1,630,000 €1,357,000 €1,484,000

Definitive allocation during the financial

year

Number of LTI acquired

(in monetary unites or shares)0 (1) 0 6,492 (2) 13,581 (3)

Unit value at allocation date €249 N/A €159 €176

Total value at allocation date 0 (1) 0 €1,032,000 (2) €2,392,000 (3)

(1) No possibility for the Group Managing Director to cash in his KMUs as part of the long-term incentive plan set up in 2013(2) Performance shares from the 2012-I plan of April 27, 2012(3) Performance shares from the 2011-I plan of May 19, 2011

2017 REMUNERATION POLICY OF THE CHAIRMAN & CEO AND OF THE GROUP MANAGING DIRECTOR

Ex Ante vote

binding

Vote on the remuneration policy

due to directors and executive

corporate officers

• Favourable vote: the new remuneration

policy applies

• Negative vote: the remuneration policy

previously in place will continue to apply

2017 REMUNERATION POLICY OF THE CHAIRMAN & CEO AND OF THE GROUP MANAGING DIRECTORFixed remunerat ion

Components of the fixed part

Grant date Reviewed at fairly long intervals

Reference performance period Current year

Instrument Cash

Performance conditions determining paymentNone

Verification of performance conditions N / A

2017 REMUNERATION POLICY OF THE CHAIRMAN & CEO AND OF THE GROUP MANAGING DIRECTORAnnual var iable remunerat ion

Components of the annual variable remuneration (bonus)

Grant dateSet in March by the Board of Directors, based on a

recommendation of the Remuneration Committee

Reference performance period 1 year

Instrument Cash

Performance conditions determining payment

• Non-financial targets: sustainability (10%), Corporate

Social Responsibility (10%), talent management (10%)

• Financial targets: free cash flow from operations (35%),

recurring operating income (35%)

Verification of performance conditions

By the Remuneration Committee based on the financial

statements and reports drawn up by the managers

concerned on the achievement of non-financial targets

2017 REMUNERATION POLICY OF THE CHAIRM AN & CEO AND OF THE GROUP MANAGING DIRECTORDGD

M ul t i -annua l var i ab le rem unera t ion

CONCLUSION



STATUTORY AUDITORS’ REPORTS

Isabe l le A l len

K P M G S t a t u t o r y A u d i t o r

CONTENT

Report on the company financial statements

Report on the consolidated financial statements

Report on internal control and risk management procedures

Special report on regulated agreements and commitments with third parties

Other reports

REPORT ON THE COMPANY FINANCIAL STATEMENTSFirst resolut ion

Kering S.A. company financial statements: certification without comment

Pages 367 - 368 of the Reference Document

In our opinion, the financial statements give a true and fair view of the financial position and the assets

and liabilities of the Company as of December 31, 2016 and the results of its operations for the year then

ended in accordance with accounting principles generally accepted in France

We make an observation on the application, as of January 1 st 2016, of the new accounting regulation on

the allocation of technical losses

The justification of our assessments covers the application of the new accounting regulation and the

measurement of long-term investments

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSSecond resolut ion

Kering Group consolidated financial statements: certification without comment or qualification


In our opinion, the consolidated financial statements give a true and fair view of the financial position and

assets and liabilities of the Group as of December 31, 2016 and of the results of its operations for the

year then ended in accordance with International Financial Reporting Standards as adopted by the

European Union.

The justification of our assessments covered:

• Methods of implementing impairment tests for goodwill and assets with indefinite useful lives

• Reasonableness of the estimates made by Management for the recording of provisions

• Methods of measuring long-term employee benefit obligations

OTHER REPORTS ISSUED BY THE STATUTORY AUDITORS (1/2)

Report on internal control and risk management procedures

Page 220 of the Reference Document

We have nothing to report on the information in respect of the Company’s internal control and risk

management procedures relating to the preparation and processing of the accounting and financial

information contained in the report prepared by the Chairman of the Board of Directors in accordance

with Article L. 225-37 of the French Commercial Code

Special report on regulated agreements and commitments with third parties


The support agreement for services provided by Artémis SA, authorized in previous years, is presented

in our special report

OTHER REPORTS ISSUED BY THE STATUTORY AUDITORS (2/2)

Statutory Auditors’ special reports on capital transactions: delegation of authority / authorization to be granted to

the Board of Directors

Capital reduction by cancelling purchased shares (resolution 12) We have no matters to report on the

reasons for or the terms and conditions of the proposed capital reduction

Issues of shares and various marketable securities, with retention and/or cancellation of pre -emptive

subscription rights (resolutions 13, 15, 16, 17, 18 and 19) We have no matters to report on the

methods used to determine the issue price of the shares to be issued and we cannot express an opinion

on the final terms and conditions under which the issues will be performed

Issue, without pre-emptive subscription rights, of shares or other securities granting access to capital,

reserved for current and former employees who are members of a savings plan (resolution 20) We

have no matters to report on the methods used to determine the issue price of the securities to be issued,

and we cannot express an opinion on the final terms and conditions under which the issues will be

performed

We will prepare an additional report, if required, if required, should these delegations be exercised by

your Board of Directors

Q&A

RESOLUTIONS & VOTE

FIRST RESOLUTION(act ing as an Ordinary Meet ing)

Approval of the parent company financial statements for the year ended December 31, 2016

SECOND RESOLUTION(act ing as an Ordinary Meet ing)

Approval of the consolidated financial statements for the year ended December 31, 2016

THIRD RESOLUTION(act ing as an Ordinary Meet ing)

Appropriation of 2016 net income

Distribution of cash dividend of €4,60 (*) per share

(*) corresponding to an interim dividend of €1.50 per share paid on January 18, 2017, and a final dividend of €3.10

Payment date: May 5, 2017

FOURTH RESOLUTION(act ing as an Ordinary Meet ing)

Renewal of the term of office of François-Henri Pinault as a Director

FIFTH RESOLUTION(act ing as an Ordinary Meet ing)

Renewal of the term of office of Jean-François Palus as a Director

SIXTH RESOLUTION(act ing as an Ordinary Meet ing)

Renewal of the term of office of Patricia Barbizet as a Director

SEVENTH RESOLUTION(act ing as an Ordinary Meet ing)

Renewal of the term of office of Baudouin Prot as a Director

EIGHTH RESOLUTION(act ing as an Ordinary Meet ing)

Approval of the principles and criteria for determining, allocating and awarding fixed, variable and exceptional components making up total remuneration and benefits of any kind granted to executive corporate officers

NINTH RESOLUTION(act ing as an Ordinary Meet ing)

Opinion on the remuneration due or awarded to François-Henri Pinault, Chairman and Chief Executive Officer, for

2016

TENTH RESOLUTION(act ing as an Ordinary Meet ing)

Opinion on the remuneration due or awarded to Jean-François Palus, Group Managing Director, for 2016

ELEVENTH RESOLUTION(act ing as an Ordinary Meet ing)

Authorisation to be given to the Board of Directors to trade in the Company’s shares

Autorization Resolution number Term of authorization Conditions

Share buy-back

Outstanding

(April 2016)

18 months

(October 2017)

Maximum purchase price: €230

Maximum of 10% of the share capital

11th resolution

Ad of 04/27/2017

18 months

(October 2018)

Maximum purchase price: €320

Maximum of 10% of the share capital

TWELFTH RESOLUTION(act ing as an Extraordinary Meet ing)

Authorisation for the Board of Directors to reduce the share capital by cancelling treasury shares


Treasury shares

cancellation

Outstanding

(April 2015)

24 months

(April 2017)Maximum of 10% of the share capital

12th resolution

As of 04/27/2017

24 months

(April 2019)Maximum of 10% of the share capital

THIRTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to issue ordinary shares and securities, with pre-emptive

subscription rights (except during public offers)


Capital increase with

pre-emptive

subscription rights

(except during public

offers)

Outstanding

(April 2015)

26 months

(June 2017)Maximum nominal amount: €200 million

13th resolution

As of 04/27/2017

26 months


FOURTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to decide to increase the share capital by capitalising reserves,

profits or additional paid-in capital (except during public offers)


Capital increase

through incorporation

of reserves (except

during public offers)

Outstanding

(April 2015)

26 months


14th resolution

As of 04/27/2017

26 months


FIFTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to issue ordinary shares and securities by public offering, without

pre-emptive subscription rights (except during public offers)


Capital increase by

public offering without

pre-emptive

subscription rights


offers)

Outstanding

(avril 2015)

26 months


15th resolution

As of 04/27/2017

26 months


SIXTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to issue ordinary shares and / or securities carrying rights toshares in the Company or carrying rights to the allocation of debt securities and / or securities carrying rights toshares in the Company to be issued, without pre-emptive subscription rights, by way of a private placement toqualified investors or a restricted circle of investors (except during public offers)


Capital increase via

private placement

without pre-emptive

subscription rights


offers)

Outstanding

(avril 2015)

26 months


16th resolution

As of 04/27/201726 months


SEVENTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Authorisation for the Board of Directors to set the issue price of the ordinary shares and / or securities givingaccess to the share capital under certain terms and conditions, limited to 5% of the share capital per year, in thecontext of a share capital increase by issuing shares without pre-emptive subscription rights


Authorization to set the

issue price of shares, in

the context of an

increase in capital by

issuing shares without

pre-emptive

subscription rights

Outstanding

(avril 2015)

26 months

(June 2017)Maximum nominal amount: €25.3 million

17th resolution

As of 04/27/2017

26 months


EIGHTEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to increase the number of ordinary shares or securities to beissued in the event of a share capital increase, with or without pre-emptive subscription rights, limited to 15% of theinitial issue decided under the 13th, 15th and 16th resolutions


Increase the number of

securities to be issued

in case of excess

demand

Outstanding

(avril 2015)

26 months

(June 2017)15% of the initial amount

18th resolution

As of 04/27/2017

26 months

(June 2019)15% of the initial amount

NINETEENTH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of powers to the Board of Directors to issue ordinary shares and / or securities giving access to the Company’sshare capital, in payment for in-kind contributions granted to the Company comprising shares in the Company or securitiesgiving access to the Company’s share capital, limited to 10% of the share capital (except during public offers)


Capital increase

through contribution of

share-equivalents


offers)

Outstanding

(avril 2015)

26 months


19th resolution

As of 04/27/2017

26 months


TWENTIETH RESOLUTION(act ing as an Extraordinary Meet ing)

Delegation of authority to the Board of Directors to decide to increase the share capital by issuing ordinary sharesor other securities giving access to the share capital reserved for members (employees or former employees) of theCompany or Group employee savings plan(s), without pre-emptive subscription rights


Capital increase

reserved to the

Company Employee

Saving schemes

employees

Outstanding

(avril 2015)

26 months


20th resolution

As of 04/27/2017

26 months


TWENTY-FIRST RESOLUTION(act ing as an Ordinary & Extraordinary Meet ing)

Powers for formalities

Gucci • Bottega Veneta • Saint Laurent • Balenciaga • Alexander McQueen • McQ

Stella McCartney • Brioni • Christopher Kane • Tomas Maier

Boucheron • Pomellato • Dodo • Qeelin • Ulysse Nardin • Girard -Perregaux

Puma • Cobra • Volcom

Kering Eyewear

Documents

Combined Annual General Meeting April 27, 2017 · EXPLOIT POTENTIAL of Balenciaga, Alexander McQueen, Stella McCartney STEP UP development of our Jewelry brands, ambitious plan for