Slides
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 COMBINED GENERAL MEETING September 9, 2025
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 OPENING OF THE GENERAL MEETING François-Henri Pinault Chairman and CEO 2
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 REGULATORY ISSUES AND AGENDA Eric Sandrin Group General Counsel, Secretary of the Board of Directors 3
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 ORDINARY RESOLUTIONS S U M M A R Y A G E N D A O F T H E S H A R E H O L D E R S ' G E N E R A L M E E T I N G 4 No. 1 Remuneration policy for the new CEO for the period from September 15 to December 31, 2025 No. 2 Remuneration policy for the Chairman of the Board of Directors for the period from September 15 to December 31, 2025 No. 3 Amendment of the remuneration policy for directors for the period from September 15 to December 31, 2025 EXTRAORDINARY RESOLUTIONS No. 4 Appointment of Luca de Meo as Director for a period other than the four-year period provided for by Article 10 of the Company’s Articles of Association No. 5 Amendment of Articles 12 and 15 of the Company’s Articles of Association in order to change the age limit for the Chairman of the Board of Directors to 80 and the age limit for the Chief Executive Officer to 70 ORDINARY RESOLUTION No. 6 Power to carry out legal formalities Say On Pay ex-ante Board appointment Amendment to the Articles of Association
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 R UN N IN G O R DE R GENERAL INTRODUCTION GOVERNANCE ADDRESS BY LUCA DE MEO REMUNERATIONS CONCLUSION Q&A SESSION VOTE ON THE RESOLUTIONS 5
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 GENERAL INTRODUCTION François-Henri Pinault Chairman and CEO 6
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 GOVERNANCE Serge Weinberg Chairman of the Appointments & Governance Committee 7
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 F-H. PINAULT Chairman of the Board CONCETTA BATTAGLIA VINCENT SCHAAL RACHEL DUAN DOMINIQUE D’HINNIN MAUREEN CHIQUET SERGE WEINBERG VÉRONIQUE WEILL Lead Independent Director YONCA DERVISOGLU FINANCIÈRE PINAULT represented by Héloïse Temple-Boyer BAUDOUIN PROT JEAN-PIERRE DENIS Climate Change Lead GIOVANNA MELANDRI THE BOARD OF DIRECTORS FOLLOWING THE GENERAL MEETING OF SEPTEMBER 9, 2025 (1) (2) Excluding Directors representing employees. Independent Director Director representing employees 14 Members 58% Independent(2) 50 % Women(2) 6 Nationalities 1 Lead Independent Director 1 Climate Change Lead 2 Directors representing employees 10 Key areas of expertise 11 CEOs & Top Executives 8 LUCA DE MEO CEO (1) Subject to the approval of the 4th resolution relating to the appointment of Luca de Meo to the Board of Directors.
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 • Prepare, coordinate and oversee Board meetings, including setting the agenda • Ensure Directors can fully perform their duties • Maintain regular communication and coordination with General Management • Together with the Lead Independent Director, communicate shareholders’ views and concerns to the Board PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION • Propose the strategic roadmap to the Board and drive its operational implementation • Lead the company’s day-to-day operations • Embody the Group’s executive leadership • Represent the company externally • Exercise broad powers within corporate purpose CEOChairman of the Board of Directors Board’s proposal: Increase in age limit as set out in the Articles of Association • Chairman of the Board of Directors: from 65 → 80 years • Chief Executive Officer: from 65 → 70 years 9 RESPECTIVE ROLES OF THE CHAIRMAN AND THE CEO Rationale: • Current common age limit no longer suited to separated Chairman/CEO roles. • Tailored limits to better reflect the specific nature of each role and and give new CEO latitude to deliver the strategic plan defined with the Board.
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 GOVERNANCE Serge Weinberg Chairman of the Appointments & Governance Committee 10
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 ADDRESS BY LUCA DE MEO 11
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 LUCA DE MEO Chief Executive Officer, Kering Effective September 15, 2025 58 years old – Italian national 12 Fiat (2002-2009) • Group Marketing Director • CEO, Abarth and Alfa Romeo • Head of Business Units, LanciaVolkswagen (2009-2020) • CEO SEAT and CUPRA • Chairman of the Board of Directors, Volkswagen Spain • Member of the Management Board for Sales & Marketing, Audi AG • Group & Brand Chief Marketing Officer Renault (2020-2025) • CEO Renault Group and brand • CEO, Ampere Degree in business administration, Università Commerciale Luigi Bocconi di Milano EDUCATION FORMER POSITIONS SKILLS ✓ Risk management ✓ Leadership ✓ Finance & Accounting ✓ Corporate governance ✓ Luxury industry ✓ CSR ✓ Marketing ✓ Digital / New technologies ✓ Economics Toyota (1997-2002) • General Manager of Product Planning Renault (1992-1997) • Product Marketing FORMER DIRECTORSHIPS Telecom Italia (2021–2022) Ducati (2015–2018) Lamborghini (2015–2017)
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 REMUNERATIONS Véronique Weill Lead Independent Director, Chair of the Remuneration Committee 13
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 REMUNERATION COMPONENT AMOUNT COMMENTS ANNUAL FIXED REMUNERATION €650,959 Pro rata temporis (Sept. 15-Dec 31) Based on an annual amount of €2,200,000 ANNUAL VARIABLE REMUNERATION €1,210,000 Target and max. amount for 2025 • Subject to the achievement of 2 strategic and qualitative objectives: → Successful onboarding (49.6%): Define a target organization (structure changes, key executive appointments) → Progress in defining a strategic plan with the Board of Directors to be presented in 2026 (50.4%) • Performance assessed in 2026 and payment subject to shareholders approval in the 2026 AGM. SIGN-ON BONUS €20M (Please see in Appendix 1 the detailed methodology used to determine the amount of the sign-on bonus). • Compensation for remuneration elements lost by Luca de Meo upon joining Kering • Breakdown: o Cash: €15M (75%) o Kering shares: €5M (25%) → Linked to 2025 bonus targets → Requires 3 years of continuous service → Subject to 5-year clawback NON-COMPETE INDEMNITY 1 year of most recent annual remuneration (fixed & variable) • Duration: 1 year • Scope : any competitor (Luxury sector) in the EU, the US, the UK, Monaco, Norway, Switzerland SEVERANCE PAY 2 years of most recent annual remuneration (fixed & variable) • Paid in the event of forced departure • Subject to the achievement of performance conditions attached to the CEO’s annual variable remuneration over the 2 years preceding his departure BENEFITS IN KIND - • Company car with driver • Reimbursement of expenses incurred in the performance of duties • International health cover and supplementary death and disability benefits plan OTHERS - • Collective death and disability benefits and medical expenses plans • Mandatory defined-contribution retirement plan (“Article 83”) No remuneration for duties as a Director No LTIs for 2025 No exceptional remuneration 2025 REMUNERATION POLICY FOR THE CEO From September 15 to December 31 14 Cap on combined indemnities: 2 years of most recent annual remuneration (fixed & variable)
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 60% 2026 REMUNERATION POLICY FOR THE CEO Shareholders will be asked to vote on the 2026 remuneration policy in the 2026 AGM Boards’ approach to CEO remuneration Performance-oriented system Incentivizes sustainable value creation and delivery of the Group’s strategic objectives Ensures strong alignment with shareholders' interests o €2,200,000 87.5 % Performance-based remuneration Annual variable remuneration o Target = 220% of fixed annual remuneration (€4,840,000) o Max. = 300% (€6,600,000) o Performance measured over 1 year, based on stringent financial and non-financial targets(1) Annual fixed remuneration o 150% of fixed and variable remuneration due for Y-1 o Performance measured over 3 years based on stringent financial and non-financial targets(1) Long-term variable remuneration (performance shares) 12.5 % 27.5 % 15 (1) Defined by the Board of Directors in the first half of 2026 , following the usual timeline for corporate officers compens ation.
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 2025 REMUNERATION POLICY FOR THE CHAIRMAN OF THE BOARD From September 15 to December 31 16 CURRENT REMUNERATION POLICY AS CHAIRMAN AND CEO PROPOSED REMUNERATION POLICY AS CHAIRMAN ANNUAL FIXED REMUNERATION Annual amount: €1,200,000 → Prorated for the period from January 1 to September 14, 2025: €844,932 Annual amount: €700,000 → Prorated for the period from September 15 to December 31, 2025: €207,123 ANNUAL VARIABLE REMUNERATION • Target: 150% of annual fixed remuneration (€1,800,000) • Maximum: 203% of annual fixed remuneration (€2,436,000) → 2025 performance assessed in Q1 2026 → Prorated for the period from January 1 to September 14,2025 → Payment subject to shareholders approval in the 2026 AGM None LONG-TERM VARIABLE REMUNERATION 150% of the fixed remuneration for year Y + annual variable remuneration for Y-1 None REMUNERATION FOR DUTIES AS A DIRECTOR None None BENEFITS IN KIND • Company car with driver • International health insurance None The performance share plans awarded to François-Henri Pinault in 2022, 2023, and 2024 as CEO, which have not yet vested, remain in place. Performance and presence conditions continue to fully apply.
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 CONCLUSION François-Henri Pinault Chairman and CEO 17
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 Q&A SESSION 18
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 VOTE ON THE RESOLUTIONS 19
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 F I R S TR E S O L U T I O N ( o r d i n a r y r e s o l u t i o n) Approval of the remuneration policy for the Chief Executive Officer for the period from September 15 to December 31, 2025 20
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 S E C O N DR E S O L U T I O N ( o r d i n a r y r e s o l u t i o n) Approval of the remuneration policy for the Chairman of the Board of Directors for the period from September 15 to December 31, 2025 21
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 T H I R DR E S O L U T I O N ( o r d i n a r y r e s o l u t i o n) Approval of the amendment of the remuneration policy for directors for the period from September 15 to December 31, 2025 22
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 F O U R T HR E S O L U T I O N ( e x t r ao r d i n a r y r e s o l u t i o n) Appointment of Luca de Meo as Director for a period other than the four-year period provided for by Article 10 of the Company's articles of association 23
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 F I F T HR E S O L U T I O N ( e x t r ao r d i n a r y r e s o l u t i o n) Amendment of Articles 12 and 15 of the Company’s articles of association in order to change the age limit for the Chairman of the Board of Directors to 80 and the age limit for the Chief Executive Officer to 70 24
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 S I X T HR E S O L U T I O N ( o r d i n a r y r e s o l u t i o n) Powers to carry out formalities 25
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K E R I N G – S e p t e m b e r 9 , 2 0 2 5 THANK YOU FOR YOUR PARTICIPATION 26
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Gucci • Saint Laurent • Bottega Veneta • Balenciaga • McQueen • Brioni Boucheron • Pomellato • Dodo • Qeelin • Ginori 1735 Kering Eyewear • Kering Beauté