Table of contents...Table of contents Kering in 2015 2 How to participate in the Annual General...

Table of contents

Kering in 2015 2

How to participate in the Annual General Meeting 8

How to fill in your form 12

Agenda for the Combined General Meeting 13

Draft resolutions and objectives 14

Statutory Auditors’ special reports 30

Request for additional documents and information 37

This is a free translation of the notice of meeting issued in French and is provided solely for the convenience of English speaking readers

To access the Grand Auditorium at the Palais Brongniart

AdressPlace de la Bourse, 75002 Paris, France

Metro stationsBourse (line 3)

Grands Boulevards (lines 8 and 9)

Bus stopBourse (lines 20, 29, 39, 74 and 85)

Car parkBourse: place de la Bourse, 75002 Paris, France

To contact Kering

Postal address Kering – Service Relations actionnaires (Investor Relations Department)

10 avenue Hoche – 75381 Paris Cedex 08

TelephoneInvestor hotline: +33 (0)1 45 64 65 64

[email protected]

For further information, visit the Group’s website:www.kering.com (Finance / AGM section)

Shareholders are required to have an admission card or a share ownership certificate and proof of identity to be admitted to the Annual General Meeting.

A shareholder, who has already cast a postal vote, appointed a proxy or requested an admission card to attend the Annual General Meeting, may not select another option.

1Notice of meeting 2016 ~ Kering

Change in management and creativeresponsibility at Gucci

On January 21, 2015, Marco Bizzarri – Gucci’s President andCEO who succeeded Patrizio di Marco on January 1, 2015 –announced that Alessandro Michele had been appointedas the brand’s new Creative Director following the departureof his predecessor Frida Giannini.

Alessandro Michele has been given total creative responsibilityfor all of Gucci’s collections and its brand image. The firstcollection fully designed by Alessandro Michele is the 2016Cruise collection, which was unveiled in New York onJune 4, 2015 and has been available in stores since theend of the third quarter of 2015.

Finalisation of the partnership with Safilo and launch of Kering Eyewear

In 2014, Kering announced its plan to invest in a dedicatedentity specialised in luxury, high-end and sport Eyewear,managed by a skilled team of experienced professionalsunder the direction of Roberto Vedovotto. This innovativemanagement model for the Group’s Eyewear businesswill allow it to fully leverage the growth potential of itsbrands in this category.

As part of this strategic move, Kering and Safilo agreed tofurther their partnership and jointly intend to terminatethe current Gucci licence agreement two years in advance,i.e., by December 31, 2016, which will result in totalcompensation of €90 million to be paid to Safilo. OnJanuary 12, 2015, Kering announced that it had signed apartnership agreement with Safilo covering thedevelopment, manufacture and supply of Gucci Eyewearproducts. The agreement took effect as from fourth-quarter 2015 in order to ensure a seamless transition forGucci’s Eyewear business.

On March 18, 2015, Kering announced the appointmentof Roberto Vedovotto, CEO of Kering Eyewear, as a newmember of its Executive Committee. Kering Eyewearwas officially launched on June 30, 2015 when its firstcollection, Collezione Uno was presented at the PalazzoGrassi in Venice.

The overall €90 million in compensation due to Safilohas been recognised as an intangible asset in the 2015financial statements and will be amortised as fromJanuary 1, 2017. The compensation will be paid in threeequal instalments, with the first payment made onJanuary 12, 2015 and the following two due inDecember 2016 and September 2018.

Reorganisation of the Couture & LeatherGoods and Watches & Jewellery divisions and brands

On July 27, 2015, Kering announced that Grita Loebsackhad been appointed Chief Executive Officer of Kering’sLuxury – Couture & Leather Goods’ emerging brands,effective September 14, 2015. The CEOs of AlexanderMcQueen, Balenciaga, Brioni, Christopher Kane, StellaMcCartney and Tomas Maier will report to her. Kering’sLuxury – Couture & Leather Goods division also includesGucci, Bottega Veneta and Saint Laurent, which will remainunder François-Henri Pinault’s direct supervision.

The autonomy of each of Kering’s brands will continue tobe fully respected in the expansion of the Group’s Luxurybusiness and the brands will remain under the operationalresponsibility of their respective CEOs.

The second half of the year also saw the arrival of new CEOswithin the Luxury – Watches & Jewellery division headed byAlbert Bensoussan: Hélène Poulit-Duquesne was appointedCEO of Boucheron, effective September 28, 2015, andSabina Belli was named CEO of the Pomellato group,effective December 10, 2015.

On July 31, 2015, Balenciaga and Alexander Wangannounced their joint decision not to renew their contractbeyond its initial term. Alexander Wang showed his finalcollection for Balenciaga in Paris on October 2, 2015. OnOctober 7, 2015, Demna Gvasalia was appointed as thenew Artistic Director of Balenciaga’s collections. DemnaGvasalia has creative responsibility for the brand’s collectionsand image and will present his first collection for the brandat the women’s ready-to-wear autumn / winter 2016-17show in Paris.

Sale of Italian luxury shoemaker Sergio Rossi

On December 30, 2015 Kering announced that it hadclosed the sale of the Italian luxury shoemaker, SergioRossi, to Investindustrial, in accordance with the termsannounced on December 9, 2015.

The transaction included all the industrial assets ofSergio Rossi, the rights attached to the brand and theentire distribution network. The sale will allow the SergioRossi brand to continue its development with a strategicpartner that can support the brand solidly and withprospects for long-term growth. Investindustrial is one ofEurope’s best-known industrial groups, which providessolutions and capital to mid-sized companies in order toaccelerate their international expansion and improve

Kering in 2015

2015 highlights

KERING IN 2015

2 Kering ~ Notice of meeting 2016

Operating performanceConsolidated revenue from continuing operationsamounted to €11,584 million in 2015, up 15.4% on 2014as reported and 4.6% on a comparable Group structureand exchange rate basis. Revenue growth in maturemarkets was once again buoyant (up 7.3% on acomparable basis), driven by dynamic performances inWestern Europe and Japan. Revenue generated outsidethe eurozone accounted for 79% of the consolidatedtotal in 2015.

• Kering’s recurring operating income amounted to€1,647 million in 2015, down 1% on 2014 on a reportedbasis;

• consolidated recurring operating margin came to14.2% in 2015.

Consolidated gross margin for 2015 amounted to€7,074 million, up €778 million or 12.4% on the previousyear as reported.

At €2,056 million, consolidated EBITDA came out 3.3%higher than in 2014, and the EBITDA margin amounted to17.8% for the year.

2015 business review

The main financial indicators taken from Kering’s consolidated financial statements for 2015 are presented below:

(in € millions) 2015 2014 Change

Revenue 11,584.2 10,037.5 +15.4%Recurring operating income 1,646.7 1,664.0 -1.0%

as a % of revenue 14.2% 16.6% -2.4 ptsEBITDA 2,056.3 1,990.7 +3.3%

as a % of revenue 17.8% 19.8% -2.0 ptsNet income attributable to owners of the parent 696.0 528.9 +31.6%

o / w continuing operations excluding non-recurring items 1,017.3 1,177.4 -13.6%

Gross operating investments (672.1) (551.4) +21.9%Free cash flow from operations 660.2 1,077.8 -38.7%

Total equity 11,623.1 11,262.3 +3.2%o / w attributable to owners of the parent 10,948.3 10,634.1 +3.0%

Net debt 4,679.4 4,390.7 +6.6%

their operational efficiency. Among the companiesmanaged by Investindustrial today are brands such asAston Martin, B&B Italia and Flos, which are internationallyrecognised for their excellence in Italian design. By choosingInvestindustrial, Kering selected a credible and reliablepartner to ensure the continued long-term developmentof Sergio Rossi, in the best interests of the brand, thecompany, its staff and its customers.

This sale did not have a material impact on the Group’s2015 financial statements.

Other highlights

On January 15, 2015, Kering sold the assets of Movitex tothe group’s management team, after recapitalising it inaccordance with the preliminary agreement signed onDecember 3, 2014.

On March 25, 2015 Kering bought out the non-controllinginterests in Sowind Group in accordance with theshareholder agreements signed in June 2011. Thisacquisition did not have a material impact on the Group’s2015 financial statements.

On June 30, 2015, PUMA announced that it had sold theintellectual property rights (including trademark rights) ofits subsidiary, Tretorn Group, to US-based Authentic BrandsGroup, LLC (ABG). Tretorn – which is based in Helsinborgin Sweden and makes sport and leisure products – wasacquired by PUMA in 2002. This sale is in line with PUMA’sstrategy of refocusing on its core businesses.

On March 20, 2015, Kering issued a €500 million, 0.875%fixed-rate bond maturing in seven years. Also during thefirst half of 2015, Kering carried out two issues of notes inforeign currency – a USD 150 million issue in March 2015of five-year floating-rate notes, and a USD 150 millionissue in June 2015 of six-year fixed-rate notes with anannual coupon of 2.887%.

On September 22, 2015 and November 5, 2015, theGroup topped up the 2.75% bond issue carried out in2014 by €150 million and €50 million respectively.

KERING IN 2015


KERING IN 2015

Adjusted for non-recurring items net of tax, net income,Group share from continuing operations decreased13.6%, coming in at €1,017 million versus €1,177 millionin 2014.

Earnings per share amounted to €5.52 versus €4.20 forthe previous year. Earnings per share from continuingoperations totalled €5.20 in 2015, compared with €8.00for 2014.

Financial performanceIn 2015, the Group’s cost of net debt was just under€129 million, 15% lower than in 2014.

Kering’s effective tax rate rose sharply in 2015 notablydue to the fact that a number of non-recurring operatinglosses were recorded during the year which did not havea corresponding positive tax effect, and to the one-offimpact of currency hedging.

Other non-recurring operating income and expensesrepresented a net expense of €394 million in 2015 andprimarily comprised restructuring costs and assetimpairment losses.

In 2015, the Group reported net income fromdiscontinued operations of €41 million, notablyincluding the impacts of the sale of Sergio Rossi as wellas the positive impact of the termination of commitmentsgiven under previous sale agreements.


reported change,in %

2015 vs 2014 comparable (1)

change, in %

(1) Comparable revenue defined in the Activity Report included in Chapter 5 of the 2015 Reference Document.

Luxury 68%2015Sport & Lifestyle 32%

€11.6bn

Western Europe 31%North America 23%

Asia Pacific 26%Other countries 10%

Japan 10%

2015

Emerging countries 491

Japan 237North America 210

Western Europe 326

1,264

2015

2014 2015

+15.4%

+4.0%

LuxuryDivision

Sport & LifestyleDivision

+5.9%+4.1%

Group+4.6%

Revenue breakdown by Division

Revenue breakdown by region

Number of directly-operated storesby region (luxury division)

Group revenue

KERING IN 2015


(1) Net debt defined in the Activity Report included in Chapter 5 of the 2015 Reference Document.

* Excluding Corporate.

Luxury 95%2015Sport & Lifestyle 5%

€1.65bn

Undrawnconfirmedcredit lines

(in € millions)

Maturity schedule of net debt (1)

(€4,679 million)

2016* 2017** 2018** 2019** 2020** Beyond**

* Gross borrowings after deduction of cash equivalents.** Gross borrowings.

639

4,132

448 593 536693

1,770

Liquidity

Recurring operating incomeBreakdown by Division *

Net income attributable to owners of the parentfrom continuing operations excluding non-recurring items (in € millions)

Dividend per share(in euros)

Net income attributable to owners of the parent(in € millions)

* Subject to the approval of the Annual General Meeting on April 29, 2016.

2013

3.75

2014 2015*

4.004.00

2014 2015

696

529

Equity (in € millions)

2014

Net debt as a percentage of consolidated equity

2015

40.3 %

11,623

39.0 %

11,262

2014 2015

1,0171,177

Financial position debt-to-equity ratio

2014 2015

Endettement financier net (1) (EFN) (en millions d’euros) 4391 4679

Ratio de solvabilité (EFN/EBITDA) 2,21 2,28

The parent company ended 2015 with net income of€527 million, compared with €818 million in 2014. The2015 total includes €657 million in dividends receivedfrom subsidiaries (versus €1,187 million in 2014).

At its February 18, 2016 meeting, the Board decided that,at the Annual General Meeting to be held to approve thefinancial statements for the year ended December 31,2015, it will ask shareholders to approve a €4.00 per-share cash dividend for 2015.

An interim dividend amounting to €1.50 per share waspaid on January 25, 2016 pursuant to a decision by theBoard of Directors on December 16, 2015.

If the final dividend is approved, the total cash dividendpayout in 2016 will amount to €505 million.

Kering’s goal is to maintain well-balanced payout ratiosbearing in mind, on the one hand, changes in net incomefrom continuing operations (excluding non-recurring items)attributable to owners of the parent and, on the other hand,the amount of available cash flow. The Group has decidedto keep its 2015 dividend at the same level as for 2014 asa sign of its confidence in its future development, despitethe fact that this will result in a higher payout rate expressedin terms of available cash flow.

KERING IN 2015

Dividend


DIVIDEND PER SHARE (IN €)

PAYOUT RATIOS

* Subject to approval at the Annual General Meeting.

2015*

4.00

2011 2012 2013 2014

4.00

3.503.75 3.75

* Subject to approval at the Annual General Meeting.** Reported data, not retstated.

% of attributable recurring net income, from continuing operations

% of free cash flow

2015*

49.6%

102.2%

2011** 2012** 2013** 2014

42.9%

59.4%

41.8%

59.8%

37.3% 38.5%

61.6% 64.0%

(1) Available cash-flow defined in the Activity Report included in Chapter 5 of the 2015 Reference Document.

Outlook

Positioned in structurally high-growth markets, Keringhas very solid fundamentals and a portfolio of powerfulbrands with strong potential.

In 2016, the Luxury activities will focus on achieving same-store revenue growth, with a targeted and selectiveexpansion strategy for the store network, which will leadto a slower pace of net store openings. At Gucci, thechanges put in place since 2015 in terms of both creativevision and the brand’s product offering will be stepped up

and bear fruit during the course of the year. With regardsto the Sport & Lifestyle activities, PUMA expects to capitaliseon its successful repositioning and achieve further revenuegrowth as well as an increase in recurring operating income.

In an unsettled economic environment, with currencyfluctuations that could once again lead to volatility in theshort term, Kering intends to pursue its strategy of rigorouslymanaging and allocating its resources in order toenhance its operating performance, cash flow generationand return on capital employed.

KERING IN 2015

Subsequent events

On March 16, 2016, Volcom, part of Kering’s Sport & Lifestyle activities, has sold the Electric brand via a managementbuyout (MBO) to a group led by Eric Crane, Electric’s Chief Executive Officer.

The transaction includes all the assets of Electric and the rights attached to the brand.

Electric, a Californian premium sports and Lifestyle brand that sells accessories including sunglasses, goggles andwatches, was acquired by Volcom in 2008.


• for holders of registered shares, please request youradmission card directly from:

CACEIS Corporate Trust « Assemblées générales centralisées »

14 rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 9, France

• for holders of bearer shares, please request youradmission card from the financial intermediary whomanages your Kering shares. After having sent yourshare ownership certificate to CACEIS Corporate Trust,your financial intermediary will request that anadmission card be sent to you.

If by Thursday, April 28, 2016 at 12 a.m. midnight, CentralEuropean Time, you have not received an admission card,the financial intermediary managing your Kering sharescan directly issue you a share ownership certificate.

• by internet, for both holders of registered and bearershares, please refer to the section below “Using theonline voting website Votaccess”.

How to obtain your admission card if you wish to attend the Annual General Meeting

• for holders of registered shares, your shares must beentered in the share register by Wednesday, April 27,2016 at 12 a.m. midnight, Central European Time;

• for holders of bearer shares, you must have thefinancial intermediary who manages your Kering sharesdraw up a share ownership certificate evidencing theentry of your shares in the bearer share accounts byWednesday, April 27, 2016 at 12 a.m. midnight,Central European Time.

Conditions for participation

HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

Shareholders are required to have an admission card or a share ownership certificate and proof of identity to be admitted to the Annual General Meeting.

How to participate in the AnnualGeneral Meeting


• for holders of registered shares, please return theproxy / postal vote form attached to this convening notice to:



• for holders of bearer shares, please request theproxy / postal vote form from the financial intermediarywho manages your Kering shares and return thecompleted form to him / her. The financial intermediarywill then send the form with your share ownershipcertificate to CACEIS Corporate Trust.

Proxy / postal vote forms must be received by CACEISCorporate Trust by Wednesday, April 27, 2016 at thelatest.

In accordance with the applicable regulations:

• you may not return a form both appointing a proxyand casting a postal vote;

• if you have already cast a postal vote, appointed aproxy or requested an admission card or shareownership certificate to attend the Annual GeneralMeeting, you may not select another option.

To receive a proxy / postal vote form, as well as theaccompanying documents, your request should besubmitted at least six days before the Annual GeneralMeeting.

Send your request to:

Kering Service des relations actionnaires(Investor Relations Department)

10 avenue Hoche75381 Paris Cedex 08, France

Or



• in accordance with the applicable regulations,notifications of the appointment and cancellation ofproxies can also be given electronically, by following the instructions given on the Company’s website:www.kering.com (Finance / AGM section).

HOW TO APPOINT A PROXY OR CAST A POSTAL VOTE



Kering, by the very nature of its activities, is committed tomeeting the challenge of protecting resources on a dailybasis.

That is why, for its Annual General Meeting, Kering offersits shareholders the tools to help them join the Companyin its sustainability efforts: making documents relating tothe Annual General Meeting available on the Company’swebsite, e-notice, and online voting. In addition, as everyyear, Kering makes the Annual General Meeting availableon its website.

Documents available on the Company’swebsiteThe documents relating to the Annual General Meetingprovided to shareholders in accordance with theprovisions of the French Commercial Code may beviewed online or downloaded from the Company’swebsite: www.kering.com (Finance / AGM section).

Sign up for e-noticeSince 2010, Kering has allowed its holders of registeredshares to sign up for e-notice, i.e., to receive the notice ofmeeting by email.

Opting for e-notice is a simple, fast, secure and cost-efficient way to receive the notice of meeting. By doingso, you help us protect the environment and reduce theenvironmental impact of printing and sending hardcopies of the notice of meeting by post.

To sign up for e-notice (effective for Annual GeneralMeetings after April 29, 2016), you can simply:

• fill in the reply slip on the e-notice form attached tothis notice of meeting (which can also be downloadedfrom the Company’s website www.kering.com(Finance / AGM section), sign, date and return it promptlyby post or email to [email protected]; or

• log on directly to the “e-consent” section of the OLIS-Actionnaire website (https: / / www.nomi.olisnet.com).

If you have already opted for e-notice but continue toreceive a hard copy, your request was either incompleteor illegible. In this case, please renew your requestaccording to the above procedure.

Participation and voting proceduresTo exercise your voting rights, you may choose betweenthe three following participation procedures:

• give proxy to the Chairman of the Meeting or anyindividual or legal entity;

• cast a postal vote; or

• attend the Meeting in person.

There are two ways of selecting your participation andvoting procedure:

• by using the online voting website Votaccess (follow theinstructions below); or

• by using the proxy form (follow the instructions onpage 12).

Using the online voting website VotaccessHolders of Kering’s registered and bearer shares can usethe Votaccess voting website to submit their votinginstructions online.

To access the Votaccess website, which will be openfrom Wednesday, April 6, 2016 to 3 p.m. on Thursday,April 28, 2016 (Central European Time) in order to giveproxy to the Chairman or any other individual or legalentity, cast a vote or request an admission card:

• holders of registered shares:

- holders of DIRECT REGISTERED SHARES: simply logon to CACEIS Corporate Trust’s OLIS-Actionnairewebsite at https: / / www.nomi.olisnet.com, with yourlogin and password and follow the instructions;

- holders of ADMINISTERED REGISTERED SHARES:you will have received a first letter with your clientreference number from CACEIS Corporate Trust, and, 48hours later, a second letter with your login. Using theseaccess codes, you can create a password on the OLIS-Actionnaire website (https: / / www.nomi.olisnet.com)then log on to the website and follow the instructions.

Support our sustainability efforts



• holders of BEARER SHARES:

- if the financial institution managing your account is amember of the Votaccess(1) system and you hold atleast one share, simply log on to the financialinstitution’s website with your usual login andpassword, then click on the icon that appears on theline corresponding to your Kering shares and followthe on-screen directions to confirm your instructions;

- if the financial institution managing your account isnot a member of the Votaccess website, and providedyou hold at least one share, you may enter yourinstructions on the OLIS-Actionnaire website athttps: / / www.nomi.olisnet.com, by first informingthe financial institution managing the account ofyour intention to vote online and giving your emailaddress. The financial institution will send theinformation and the share ownership certificate toCACEIS Corporate Trust which will then send you yourlogin by post and a password by email.


(1) The financial institution managing your account may specify certain terms and conditions of use for accessing the Votaccess system on its website. Accordingly,holders of bearer shares who wish to use this service are advised to contact the financial institution managing their account for details on such terms andconditions.


If you wish to submit written questions to the Chairman of the Board of Directors, send them, accompanied by a shareregistration certificate, to the registered office by registered letter with return receipt, or by email:[email protected], by the fourth business day before the meeting, i.e., Monday, April 25, 2016 at the latest.

How to fill in your form

HOW TO FILL IN YOUR FORM

A B

1

1

2 3

3To cast a postal vote: tick here.

• to vote YES to a resolution, leave the box blanknext to the resolution number concerned;

• to vote NO to or abstain from a resolution, fill inthe box next to the resolution number concerned.

If you wish to attend the AnnualGeneral Meeting in personand require an admission card: tick box A.

If you are unable to attend the Annual General Meetingand you wish to cast a postal vote orappoint a proxy: see box 1, 2 or 3 below.

For holders of bearer shares, remember to attach the shareownership certificate provided by your financial intermediary.

Whatever option youchoose, remember todate and sign the formhere.

Add your full name andaddress here or checkthem if they alreadyappear.

2 To appoint the Chairman as proxy: tick hereand date and sign the bottom of the form.

To appoint any individual or legal entity of your choiceas proxy, to represent you atthe Annual General Meeting:tick here and complete the informationpertaining to this person (or tothe representative if you appointa legal entity).

A


B

AGENDA FOR THE COMBINED GENERAL MEETING

Extraordinary General Meeting

15. Authorisation to be given to the Board of Directors to make free grants of existing shares to employees andexecutive corporate officers of the Company and Group companies.

Combined General Meeting

16. Powers for formalities.

1. Approval of the parent company financial statementsfor the year ended December 31, 2015;

2. Approval of the consolidated financial statements forthe year ended December 31, 2015;

3. Appropriation of net income for 2015 and setting ofthe dividend;

4. Agreements referred to in Articles L. 225-38 et seq. ofthe French Commercial Code;

5. Appointment of Sophie L’Hélias as a Director;

6. Appointment of Sapna Sood as a Director;

7. Appointment of Laurence Boone as a Director;

8. Renewal of the term of office of Jean-Pierre Denis asa Director;

9. Setting of the annual amount of Directors’ feesallocated to members of the Board of Directors;

10. Advisory opinion on the remuneration due orawarded to François-Henri Pinault, Chairman andChief Executive Officer, for 2015;

11. Advisory opinion on the remuneration due orawarded to Jean-François Palus, Group ManagingDirector, for 2015;

12. Reappointment of KPMG SA as principal StatutoryAuditor;

13. Appointment of Salustro Reydel as substituteStatutory Auditor;

14. Authorisation to be given to the Board of Directors totrade in the Company’s shares.

Ordinary General Meeting

The shareholders are invited to attend a Combined General Meeting on Friday, April 29, 2015 at 3 p.m., in the Grand Auditorium at the Palais Brongniart – Place de la Bourse, 75002 Paris

in order to deliberate on the following agenda:

Agenda for the Combined GeneralMeeting


First resolution

Approval of the parent company financial statementsfor the year ended December 31, 2015

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed:

• the Management Report of the Board of Directors forthe year ended December 31, 2015;

• the Report by the Chairman of the Board of Directorson the composition of the Board of Directors and theapplication of the principle of balanced representationof women and men on the Board, the conditions ofpreparation and organisation of the work performed bythe Board, and on the internal control and riskmanagement procedures implemented by theCompany;

• the Statutory Auditors’ report on the parent companyfinancial statements for the year ended December 31,2015;

• the Statutory Auditors’ reports on the performance oftheir duties in 2015 and on the Report of the Chairmanof the Board of Directors;

the Annual General Meeting approves the parentcompany financial statements for the year endedDecember 31, 2015, including the balance sheet, theincome statement and the notes, as presented, showingnet income of €527,398,535.74, as well as the transactionsrepresented in those statements and summarised inthose reports.

The Annual General Meeting formally notes the Report bythe Chairman of the Board of Directors on thecomposition of the Board of Directors, the application ofthe principle of the balanced representation of womenand men on the Board, the conditions of preparation andorganisation of the work performed by the Board, and onthe internal control and risk management proceduresimplemented by the Company, together with theStatutory Auditors’ report.

Second resolution

Approval of the consolidated financial statements forthe year ended December 31, 2015

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed:

The purpose of the 1st resolution is to approve thereports of the Board of Directors and the StatutoryAuditors on the parent company financial statementsand to approve the parent company financialstatements for the year ended December 31, 2015,showing net income of €527.4 million.

The purpose of the 2nd resolution is to approve thereports of the Board of Directors and the StatutoryAuditors on the consolidated financial statements andto approve the consolidated financial statements for theyear ended December 31, 2015, showing net incomeattributable to owners of the parent company of€696 million.

Details of the parent company and consolidatedfinancial statements are provided in the 2015 ReferenceDocument.

The purpose of the 3rd resolution is to approve theproposed appropriation of distributable net income. TheBoard of Directors proposes to the Annual GeneralMeeting a dividend of €4.00 per share.

It is proposed that the Company pays a cash dividend of€2.50 per share to its shareholders in addition to theinterim dividend of €1.50 per share paid on January 25,2016.

The ex-dividend date for the dividend for fiscal year 2015will be May 4, 2016 and the dividend will be paid in cashas from May 6, 2016 on positions closed as of theevening of May 5, 2016.

Approval of the parent company financial statements, appropriation of net income for 2015 and setting of the dividend

Purpose

Draft resolutions and objectives

Ordinary resolutions

DRAFT RESOLUTIONS AND OBJECTIVES


Distributions qualifying

Number of shares Dividend Total for the 40%Fiscal year carrying dividend rights per share (in € millions) tax relief

2012 125,376,270 €3.75 (1) 785.2 €3.75 (1)

2013 126,205,926 €3.75 473.3 €3.752014 126,266,490 €4 505.1 €4

(1) Plus an in-kind dividend in the form of a right to the allotment of Groupe Fnac shares (one Groupe Fnac share for every eight Kering shares held) based on avalue of €20.03 per Groupe Fnac share as of June 20, 2013, the day the Groupe Fnac shares were first listed.


The Annual General Meeting resolves to pay a dividend of€4 per share, i.e., €505,117,288.00, the balance beingallocated to retained earnings. In the event of a change inthe number of shares carrying dividend rights, comparedwith the 126,279,322 shares making up the share capitalas of December 31, 2015, the total amount of thedividend would be adjusted accordingly and the amountallocated to retained earnings would be calculated on thebasis of the dividend actually paid.

Shares held in treasury on the date of the dividendpayment will be excluded from this distribution and thecorresponding amounts allocated to retained earnings.

Since an interim dividend of €1.50 per share was paid onJanuary 25, 2016, the balance of €2.50 per share will be paidon May 6, 2016 with an ex-dividend date of May 4, 2016.

The Annual General Meeting formally notes that the cashdividend (including the interim dividend) payable toshareholders will be treated as a distribution for taxpurposes, qualifying for the 40% tax relief when paid toindividuals who are resident in France for tax purposes,as provided for under Article 158.3.2 of the French TaxCode (Code général des impôts).

The Annual General Meeting notes that the dividendspaid out in respect of the past three fiscal years andthose qualifying for the 40% tax relief were as follows:

The Annual General Meeting resolves to appropriate the distributable net income of €2,626,007,099.39 as follows:

Net income for the year €527,398,535.74

Appropriation to the legal reserve (1) -

Retained earnings before appropriation (+) €2,098,608,563.65

Distributable net income (=) €2,626,007,099.39(1) The amount of the legal reserve having reached 10% of the share capital.

Distribution of dividend

Dividend (-) €505,117,288.00

Including interim dividend (2) €189,418,983.00

Appropriation to retained earnings (=) €2,120,889,811.39

(2) Interim dividend equal to €1.50 per share paid on January 25, 2016.

• the Board of Directors’ report on the Group’smanagement presented in the Management Report forthe year ended December 31, 2015 pursuant to ArticleL. 233-26 of the French Commercial Code (Code decommerce);

• the Statutory Auditors’ report on the consolidatedfinancial statements for the year ended December 31,2015;

the Annual General Meeting approves the consolidatedfinancial statements for the year ended December 31,2015, including the statement of financial position, theincome statement and the notes, as presented, as well asthe transactions represented in those statements andsummarised in those reports.

Third resolution

Appropriation of net income for 2015 and setting of the dividend

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the reports of the Board of Directors andStatutory Auditors, the Annual General Meeting notes thatthe financial statements for the year ended December 31,2015 as approved by this Meeting, show (i) net income of€527,398,535.74, (ii) that no further charge to the legalreserve is required as it already amounts to 10% of theshare capital, and (iii) retained earnings before appropriationof €2,098,608,563.65, resulting in distributable netincome of €2,626,007,099.39.


The Board of Directors acknowledges that the mandatesof Mr. Luca Cordero di Montezemolo, Mr. Jochen Zeitz, Mr.Philippe Lagayette and Mr. Jean-Pierre Denis expire at theend of this Annual General Meeting.

The purpose of the 5th resolution is to appoint SophieL’Hélias as a Director. The term of office would be for fouryears, to expire at the close of the Annual GeneralMeeting called to approve the financial statements forthe year ending December 31, 2019. The AppointmentsCommittee and the Board of Directors reviewed themerits of her candidacy and acknowledged that SophieL’Hélias would bring to the Board of Directors herexpertise in finance and corporate governance. They alsoacknowledged that Sophie L’Hélias fully complies withthe independence criteria of the AFEP-MEDEF Code towhich the Company refers.

The purpose of the 6th resolution is to appoint SapnaSood as a Director. The term of office would be for fouryears, to expire at the close of the Annual GeneralMeeting called to approve the financial statements forthe year ending December 31, 2019. The AppointmentsCommittee and the Board of Directors reviewed themerits of her candidacy and acknowledged that SapnaSood would bring to the Board of Directors herexperience of working within an international group, aswell as her knowledge of the Asia-Pacific region. Theyalso acknowledged that Sapna Sood fully complies withthe independence criteria of the AFEP-MEDEF Code towhich the Company refers.

The purpose of the 7th resolution is to appointLaurence Boone as a Director, to the seat she hadvacated. The term of office would be for four years, toexpire at the close of the Annual General Meeting calledto approve the financial statements for the year endingDecember 31, 2019. The Appointments Committee andthe Board of Directors reviewed the merits of hercandidacy and acknowledged that Laurence Boone hadalready been a Director of the Company in the past andthat she would bring to the Board of Directors herexperience and expertise in macroeconomics andfinance. They also acknowledged that Laurence Boonefully complies with the independence criteria of theAFEP-MEDEF Code to which the Company refers.

Lastly, by voting in favour of the 8th resolution, it isproposed to renew the term of office of Jean-PierreDenis for a four-year term, to expire at the close of theAnnual General Meeting called to approve the financialstatements for the year ending December 31, 2019.

At the close of the Annual General Meeting, the Board ofDirectors would therefore be composed of 11 members(including a Director representing employees), with sixindependent members and seven women.

The directorships and positions held by Sophie L’Hélias,Sapna Sood, Laurence Boone and Jean-Pierre Denis as of December 31, 2015 and in the last five years aredescribed in Appendix 1.

Reappointment and Appointment of Directors

Purpose

Having reviewed the Statutory Auditors’ special report onthe transactions and agreements referred to in ArticlesL. 225-38 et seq. of the French Commercial Code, the

Annual General Meeting approves the agreementauthorised by the Board of Directors referred to in thisreport.

Fourth resolution

Agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code

Under the 4th resolution, the shareholders are asked toapprove, in compliance with Articles L. 255-38 et seq. ofthe French Commercial Code, the following agreementpreviously authorised by the Board of Directors andreferred to in the Statutory Auditors’ special report setout on page 30 of this Notice:

• Sale by Kering of an interest held by a subsidiary

This agreement falls within the framework of the Group’sreorganisation around its core business. Kering sold an

interest held by Kering Netherlands BV in Global FashionHolding SA, which is engaged in the business of holdinginterests in various companies whose corporate purposeis the provision of internet services (e-commerce in theapparel and footwear industry), the provision of logisticsservices and various other services in the same industry,to Témaris, a French company and subsidiary of Artémis.

Approval of related-party agreements

Purpose



Ninth resolution

Setting of the annual amount of Directors’ feesallocated to members of the Board of Directors

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the Board of Directors’ report, the AnnualGeneral Meeting resolves that the annual allocation ofDirectors’ fees will be set at a total amount of €877,000.

This resolution will apply for the current fiscal year andfor subsequent years, until decided otherwise by theAnnual General Meeting.

The Annual General Meeting gives the Board of Directorsfull powers to allocate all or part of the Directors’ fees insuch manner as it may determine.

Directors’ fees

Purpose

The purpose of the 9th resolution is to set Directors’ fees allocated to the Board of Directors. It is proposed to set thetotal amount of Directors’ fees allocated to the Board of Directors at €877,000 for the current fiscal year and forsubsequent fiscal years.

Fifth resolution

Appointment of Sophie L’Hélias as a Director

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the Board of Directors’ report, the AnnualGeneral Meeting decides to appoint Sophie L’Hélias as aDirector for a four-year term as provided in the Articles ofAssociation, to expire at the close of the Ordinary GeneralMeeting called to approve the financial statements forthe year ending December 31, 2019.

Sixth resolution

Appointment of Sapna Sood as a Director

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the Board of Directors’ report, the AnnualGeneral Meeting decides to appoint Sapna Sood as aDirector for a four-year term as provided in the Articles ofAssociation, to expire at the close of the Ordinary GeneralMeeting called to approve the financial statements forthe year ending December 31, 2019.

Seventh resolution

Appointment of Laurence Boone as a Director

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the Board of Directors’ report, the AnnualGeneral Meeting decides to appoint Laurence Boone as aDirector for a four-year term as provided in the Articles ofAssociation, to expire at the close of the Ordinary GeneralMeeting called to approve the financial statements forthe year ending December 31, 2019.

Eighth resolution

Renewal of the term of office of Jean-Pierre Denis as a Director

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings andhaving reviewed the Board of Directors’ report, the AnnualGeneral Meeting notes that the term of office of Jean-Pierre Denis expires at the close of this Annual GeneralMeeting and decides to renew his term of office for afour-year term as provided in the Articles of Association,to expire at the close of the Ordinary General Meetingcalled to approve the financial statements for the yearending December 31, 2019.



Remuneration due or awarded to François-Henri Pinault, Chairman and Chief ExecutiveOfficer, for 2015, requiring the Shareholders’ opinion

Remuneration Amounts

Fixed remuneration €1,099,996

Comments:• Gross fixed remuneration for 2015 adopted by the Board of Directors of March 18, 2015, acting on the recommendation

of the Remuneration Committee, which has not changed since it was set by the Board of Directors at its February 16,2011 meeting.

Annual variable remuneration €1,158,960

Comments:• Variable remuneration for 2015 adopted by the Board of Directors at its meeting on March 11, 2016, acting on the

recommendation of the Remuneration Committee.

• The variable remuneration of François-Henri Pinault is based on the achievement of precisely defined targets,assessed on the basis of the Group’s results after the closing of the relevant fiscal year. For 2015, the variable portion isequal to 120% of the fixed portion when targets are exactly met, and up to 150% of the fixed portion when they areexceeded. In 2015, there were two targets, each accounting for 50% of the variable portion of remuneration, i.e., theGroup’s recurring operating income and the Group’s free cash flow from operations.

• In respect of 2015, the rate of achievement of the targets for recurring operating income and free cash flow fromoperations was 98.3% and 91.9%, respectively, leading to a combined rate of variable remuneration of 87.8% of thetarget amount when targets are exactly met, i.e., the variable remuneration amounted to €1,158,960. The minimumrate of attainment for each objective is 90%, leading to an allocation rate of 75% of the targeted amount when theobjectives are exactly met. When the completion rate reaches 115%, the allocation rate is increased to 150% of the targeted amount.

Therefore, under the 10th resolution, it is proposed that the shareholders issue a favourable opinion on theremuneration due or awarded to François-Henri Pinault, Chairman and Chief Executive Officer, for 2015, as follows:

In accordance with the recommendations of the AFEP-MEDEF Code, as amended in November 2015(section 24-3), to which Kering refers pursuant to ArticleL. 225-37 of the French Commercial Code, shareholdersare asked to express their opinion on the following itemsof remuneration due or awarded to Kering’s executivecorporate officers for 2015:

• the fixed portion;

• the annual variable portion with the objectives thatcontribute to its determination;

• the multi-annual variable portion;

• directors’ fees;

• exceptional remuneration;

• stock options, performance shares, and any otherlong-term remuneration;

• benefits for taking up a position or terminationpayments;

• supplementary pension plan;

• any other benefits.

By voting in favour of the 10th and 11th resolutions, it is proposed that the shareholders issue an opinion onthe remuneration due or awarded to Kering’s executivecorporate officers for 2015, i.e.:

• François-Henri Pinault, Chairman and Chief ExecutiveOfficer;

• Jean-François Palus, Group Managing Director.

Advisory opinion on the remuneration due or awarded to the Company’s executivecorporate officers for 2015

Purpose




Multi-annual variable remuneration No payment

Comments:• A new long-term incentive system was launched with effect from 2013. The scheme is based on Kering monetary units

(and no longer on performance shares) known as “KMUs”, whose initial value of €152 is indexed (in equal parts) tochanges in the absolute Kering share price and to changes in the Kering share price relative to a basket of nine Luxuryand Sport & Lifestyle securities. These KMUs have a vesting period of three years as from the years in which they aregranted. After this they may be cashed by the beneficiaries over a two-year period, during two “windows” each year,based on the last assessed value.

• At its meeting on March 18, 2015, the Kering Board of Directors, acting on the recommendation of the RemunerationCommittee, decided to maintain the system introduced pursuant to a decision by the Board of Directors on March 18,2014, of awarding a long-term performance bonus to the Chairman and Chief Executive Officer, in recognition of hisperformance in 2014. The grant value of this remuneration is equal to 70% of his total annual cash-basedremuneration (fixed remuneration plus variable remuneration in respect of the year y-1).

• In this context, and in accordance with the decision of the Board of Directors’ meeting on March 18, 2015, 11,153 KMUswith a unit value of €167 at December 31, 2014 were granted to the Chairman and Chief Executive Officercorresponding to a value of €1,862,630.

• For the Chairman and Chief Executive Officer, final vesting of the KMUs is subject to the condition of a minimumaverage increase in earnings per share from continuing operations attributable to owners over the vesting period: if theaverage increase is above or equal to 5%, all vested KMUs may be cashed in. If the increase is between 2.5% and 5%,fewer KMUs may be cashed in. If it is below 2.5%, no KMUs may be cashed in.

The KMUs awarded to the Chairman and Chief Executive Officer in 2013, having vested, may be cashed in, though this issubject to the performance condition of a minimum average increase in earnings per share from continuingoperations attributable to owners over the vesting period, as mentioned above. In this case, the abovementionedcondition was not met since the minimum average increase in earnings per share from continuing operationsattributable to owners was 1.7% over the last three years. Accordingly, the Chairman and Chief Executive Officer will notbe able to cash in his KMUs and will not receive any payment as part of the long-term incentive plan set up in 2013.

• In addition, the Board of Directors has set an obligation for François Henri Pinault to purchase Kering shares at the endof the three-year vesting period. Under this obligation, he must purchase Kering shares at 30% of the net value of theKMUs exercised and hold the equivalent of 30% of the sum of the amounts vested in Kering shares over the duration ofhis term of office.

• Following a benchmarking study, at its December 8, 2014 meeting, the Board of Directors, acting on therecommendation of the Remuneration Committee, decided to set a cap for this obligation corresponding to the last twoyears of François-Henri Pinault’s annual cash-based remuneration (total fixed and variable) at the time of the assessment.

Exceptional remuneration N / A

Comments:• No exceptional remuneration is paid to François-Henri Pinault.

Directors’ fees €126,931

Comments:• François-Henri Pinault was paid Directors’ fees of €74,431 for his duties as Chairman of the Board of Directors of

Kering SA and €52,500 for his duties as Vice Chairman of the Administrative Board of PUMA SE, a subsidiary of Kering.

Allotment of stock options and / or performance plans No allotment

Comments:• With the maintenance of a long-term incentive system based on Kering Monetary Units, no performance shares or

stock options were allotted to François-Henri Pinault in 2015.



Remuneration due or awarded to Jean-Francois Palus, Group Managing Director, for 2015, requiring the shareholders’ opinion


Fixed remuneration €1,085,529

Comments:• Gross fixed remuneration for 2015 adopted by the Board of Directors of March 18, 2015, acting on the recommendation

of the Remuneration Committee.

• The Group has stepped up its international development in recent years to the extent that it now generates 95% of itsrevenue through international operations and 94% of its employees are based outside of France.

In addition, to increase efficiency, Kering’s Sport & Lifestyle activities and the Group’s international support functionsare now managed from the Group’s London office, which involved the Group Managing Director transferring hisactivities there on July 1, 2013.

• At its meeting on June 18, 2013, the Board of Directors decided, on the recommendation of the RemunerationCommittee and in the context of this transfer, to implement for the Group Managing Director, with effect from July 1,2013, an Employment Agreement with Kering Netherlands BV, a Group subsidiary governed by Dutch law, as well as aService Agreement (similar to an employment agreement) with Kering International Ltd, a Group subsidiary governedby English law. Under these two agreements, which correspond to separate duties, these two companies will each payhalf of his fixed annual remuneration (€500,000 for Kering Netherlands BV and GBP 425,000 for Kering InternationalLtd), of his variable remuneration and, where appropriate, of the amounts due in respect of his multi-annualremuneration, the final allotment of which is decided by the Board of Directors.

• These two employment agreements are linked to, and will remain in force during the Group Managing Director’s termof office and will lapse on the termination thereof.

• Gross fixed remuneration for 2015 was renewed by the Board of Directors of March 18, 2015 on the proposal of theRemuneration Committee and converted to the average exchange rate over the reporting period.

Under the 11th resolution, it is proposed that the shareholders issue a favourable opinion on the remuneration due orawarded to Jean-François Palus, Group Managing Director, for 2015.




Benefits for taking up a position or termination payments N / A

Comments:• François-Henri Pinault is not entitled to any such benefits or payments.

Supplementary pension plan N / A

Comments:• François-Henri Pinault is not covered by a supplementary pension plan.

Indemnities relating to a non-competition clause N / A

Comments:• François-Henri Pinault is not entitled to any indemnities.

Any other benefits €18,612

• François-Henri Pinault is entitled to a company car with a driver.


Annual variable remuneration €947,413

Comments:• Variable remuneration for 2015 adopted by the Board of Directors at its meeting on March 11, 2016, acting on the

recommendation of the Remuneration Committee.

• The variable remuneration of Jean-François Palus is based on the achievement of precisely defined targets, assessedon the basis of the Group’s results after the closing of the relevant fiscal year. For 2015, the variable portion is equal to100% of the fixed portion when targets are exactly met, and up to 150% of the fixed portion when they are exceeded. In2015, there were two targets, each accounting for 50% of the variable portion of remuneration, i.e., the Group’srecurring operating income and the Group’s free cash flow from operations.

• In respect of 2015, the rate of achievement of the targets for recurring operating income and free cash flow fromoperations was 98.3% and 91.9%, respectively, leading to a combined rate of variable remuneration of 87.8% of thetarget amount when targets are exactly met, i.e., the variable remuneration amounted to €947,413 translated at theexchange rate at the end of the reporting period (see section 3.1 of Chapter 4 of the 2015 Reference Document).

Multi-annual variable remuneration No payment

Comments:• A new long-term incentive system was launched with effect from 2013. The scheme is based on Kering monetary units

(and no longer on performance shares) known as “KMUs”, whose initial value of €152 is indexed to changes in theKering share price relative to a basket of nine Luxury and Sport & Lifestyle securities. These KMUs have a vesting periodof three years as from their grant date, after which they may be cashed by the beneficiaries over a two-year period(during two “windows” each year). The cash value will be based on the last assessed value.

• At its meeting on June 18, 2015, the Kering Board of Directors, acting on the recommendation of the RemunerationCommittee, decided to award a long-term performance bonus to the Group Managing Director, in recognition of hisperformance in 2014. The grant value of this remuneration is equal to 70% of his total annual cash-basedremuneration (fixed remuneration plus variable remuneration in respect of the year y-1).

• In this context, and in accordance with the decision of the Board of Directors’ meeting on March 18, 2015, 9,758 KMUswith a unit value of €167 were granted to Jean-François Palus corresponding to a value of €1,629.600.

For the Group Managing Director, final vesting of the KMUs is subject to the condition of a minimum average increasein earnings per share from continuing operations attributable to owners over the vesting period: if the average increaseis above or equal to 5%, all vested KMUs may be cashed in. If the increase is between 2.5% and 5%, fewer KMUs may becashed in. If it is below 2.5%, no KMUs may be cashed in.

The KMUs awarded to the Group Managing Director in 2013, having vested, may be cashed in, though this is subject tothe performance condition of a minimum average increase in earnings per share from continuing operationsattributable to owners over the vesting period, as mentioned above. In this case, the abovementioned condition wasnot met since the minimum average increase in earnings per share from continuing operations attributable to ownerswas 1.7% over the last three years. Accordingly, the Group Managing Director will not be able to cash in his KMUs andwill not receive any payment as part of the long-term incentive plan set up in 2013.

• In addition, the Board of Directors has set an obligation for Jean François Palus to purchase Kering shares at the end ofthe three-year vesting period. Under this obligation, he must purchase Kering shares at 30% of the net value of theKMUs exercised and hold the equivalent of 30% of the sum of the amounts vested in Kering shares over the duration ofhis term of office.

• Following a benchmarking study, at its December 8, 2014 meeting, the Board of Directors, acting on the recommendationof the Remuneration Committee, decided to set a cap for this obligation corresponding to the last two years of Jean-FrançoisPalus’ annual cash-based remuneration (total fixed and variable) at the time of the assessment.




Exceptional remuneration N / A

Comments:• No exceptional remuneration is paid to Jean-François Palus.

Directors’ fees €187,587

Comments:• Jean-François Palus was paid Directors’ fees of €65,087 for his duties as Director of Kering SA and €122,500 for his

duties as Chairman of the Administrative Board of PUMA SE, Director of Kering Asia Pacific and Director of Kering SouthEast Asia, all subsidiaries of Kering.

Allotment of stock options and / or performance plans No allotment

Comments:• With the maintenance of a long-term incentive system based on Kering Monetary Units, no performance shares or

stock options were allotted to Jean-François Palus in 2015.

Benefits for taking up a position or termination payments N / A

Comments:• Jean-François Palus is not entitled to any benefits or payments.

Supplementary pension plan

Comments:• Jean-François Palus has a pension benefit. This benefit takes the form of a transfer of an amount of €3.568 million to a fund

entitling him to payment of a full pension (with a right of reversion) from the legal retirement age, and is not subject tohaving to end his career within the Kering group, provided he does not leave the Group before December 31, 2014 forpersonal reasons.

• This amount would finance a target pension annuity, of a non guaranteed amount, set at approximately 25% of hisannual remuneration paid in 2009 according to the actuarial rates applied within the Group.

• It is not a “golden parachute” retirement (adjustable based on the changes in the remuneration of Jean-François Palus)but the final payment of a fixed amount to an institution which will pay the deferred pension generated by thisamount when Jean-François Palus reaches the legal retirement age. Accordingly, this benefit is not a pension plan asdefined by Decree No. 2016-182 of February 23, 2016 in application of the provisions of the “Macron Law” contained inArticle L. 225-102-1 of the French Commercial Code (Code de commerce).

• In accordance with the procedure relating to related-party agreements and commitments, this commitment wasauthorised by the Board of Directors on January 22 and April 8, 2010 and approved by the Annual General Meeting onMay 19, 2011 and on June 18, 2013 upon the renewal of his term of office as Director.

• In addition, on March 11, 2016, the Board of Directors reassessed the agreement and agreed on its implementation (seeStatutory Auditors’ special report page 30) and acknowledged the extinguishment of the Group’s debt in respect to theaforementioned agreement.

Indemnities relating to a non-competition clause N / A

Comments:• Jean-François Palus is not entitled to any indemnities.



As the terms of office of KPMG SA as principal StatutoryAuditor and of KPMG Audit IS as substitute StatutoryAuditor are due to expire at the close of this AnnualGeneral Meeting, it is proposed to the shareholders:

• in the 12th resolution, to reappoint KPMG SA asprincipal Statutory Auditor. In compliance with the provisions of Article L. 822-14 of the FrenchCommercial Code, the engagement partner at KPMG SA will be rotated; and

• in the 13th resolution, to appoint Salustro Reydel assubstitute Statutory Auditor, to replace KPMG Audit IS.

These terms of office will cover a period of six years andwill expire at the close of the Annual General Meetingcalled to approve the financial statements for the yearending December 31, 2021.

Renewal of the terms of office of KPMG SA as principal Statutory Auditor and appointment of Salustro Reydel as substitute Statutory Auditor

Purpose

Tenth resolution

Advisory opinion on the remuneration due orawarded to François-Henri Pinault, Chairman andChief Executive Officer, for 2015

Consulted in accordance with the recommendations ofthe AFEP-MEDEF Corporate Governance Code of ListedCorporations, as amended in November 2015 (section24.3), to which the Company refers pursuant to ArticleL. 225-37 of the French Commercial Code, deliberating inaccordance with the rules of quorum and majorityapplicable to ordinary general meetings and havingreviewed the Board of Directors’ report, the AnnualGeneral Meeting issues a favourable opinion on theremuneration due or awarded to François-Henri Pinault,Chairman and Chief Executive Officer, for 2015, aspresented in the explanatory statement of this resolutionand provided in section 3.1 of Chapter 4 of the 2015Reference Document.

Eleventh resolution

Advisory opinion on the remuneration due orawarded to Jean-François Palus, Group ManagingDirector, for 2015

Consulted in accordance with the recommendations ofthe AFEP-MEDEF Corporate Governance Code of ListedCorporations, as amended in November 2015 (section24.3), to which the Company refers pursuant to ArticleL. 225-37 of the French Commercial Code, deliberating inaccordance with the rules of quorum and majorityapplicable to ordinary general meetings and havingreviewed the Board of Directors’ report, the AnnualGeneral Meeting issues a favourable opinion on theremuneration due or awarded to Jean-François Palus,Group Managing Director, for 2015, as presented in theexplanatory statement of this resolution and provided in section 3.1 of Chapter 4 of the 2015 ReferenceDocument.

The remuneration policy with regard to executive corporate officers is provided in Chapter 4 “Corporate governance” inthe section “Remuneration of executive corporate officers” of the 2015 Reference Document.


Any other benefits €1,239,943

Comments:• Since July 1, 2013, Jean-François Palus has been based in London and receives a remuneration package which is in line

with local market rates. Within this framework, Jean-Francois Palus receives an annual allowance for residence in London(for the financial year concerned: GBP 900,000). The allowance provides the Group Managing Director and his familywith a residence in London in the context of the location of his coordination activities of the Group’s internationalsupport functions and the management activities of the Group’s divisions. The residence meets the standards of theLondon real estate market to accommodate members of the top management of an international corporation.



As the authorisation given by the Annual GeneralMeeting of May 23, 2015 is due to expire on October 23,2016, the purpose of this 14th resolution is toauthorise the Board of Directors, with the possibility tosub-delegate such authorisation, to trade in theCompany’s shares, at a maximum purchase price whichwould be set at €230, limited to a number of sharesrepresenting a maximum of 10% of the Company’s sharecapital.

For information purposes, at March 1, 2016, theCompany’s share capital consisted of 126,279,322shares. On this basis, the maximum amount of the fundsintended for implementation of this share buy-backprogramme would be €2,904,424,360 corresponding tothe buy-back of 12,627,932 shares.

The objectives that could be pursued within the scope ofthese transactions involving the buy-back by theCompany of its own shares are defined in the draftresolution and include, in particular, the cancellation bythe Company of its own shares, the grant of shares to theCompany’s employees or corporate officers within thescope of free share plans or stock purchase option plans,ensuring liquidity and maintaining the Company’s shareprice within the framework of a liquidity agreement orretaining the shares and where applicable selling,transferring or exchanging them in external growthtransactions, in accordance with accepted marketpractice.

These transactions may be carried out at any time,except during periods of public offers with regard to theCompany’s share capital, in compliance with the ruleslaid down by the French financial markets authority(Autorité des marchés financiers – AMF).

In 2015, Kering therefore bought back a total of1,816,050 shares at an average price of €165.05 for thefollowing purposes:

• 8,021 shares to be granted to employees under the2011 and 2012 free share plans;

• 125,000 shares to be granted under stock option plans,in particular the May and September 2007 plans;

• 1,683,029 shares purchased under the liquidityagreement.

In 2015, Kering sold 1,683,029 shares at an average priceof €164.73, under the aforementioned liquidityagreement.

118,870 shares were sold to employees under the Mayand September 2007 stock purchase option plans.

An additional 8,090 shares were granted to employeesunder the 2011 free share plans, maturing in May 2015.

As of the end of the reporting period, the Company didnot hold any treasury shares under the liquidityagreement. It directly held 27,598 shares with a par valueof €4 each and a carrying amount of €5,075,824.16,representing 0.02% of the share capital.

This authorisation would be granted for a period of 18 months.

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

Purpose

Twelfth resolution

Reappointment of KPMG SA as principal StatutoryAuditor

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings, havingreviewed the Board of Directors’ report, and having notedthe expiry of the term of office of KPMG SA as principalStatutory Auditor, the Annual General Meeting resolves torenew its term of office for a six-year term to expire at the close of the Ordinary General Meeting called toapprove the financial statements for the year endingDecember 31, 2021.

Thirteenth resolution

Appointment of Salustro Reydel as substituteStatutory Auditor

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings, havingreviewed the Board of Directors’ report, and having notedthe expiry of the term of office of KPMG Audit IS assubstitute Statutory Auditor, the Annual General Meetingresolves to appoint as substitute Statutory Auditor, toreplace KPMG Audit IS, the firm:

Salustro ReydelTour EQHO, 2 Avenue Gambetta, CS 6005592066 Paris-La Défense CedexRegistered with the Nanterre Trade and Companies Registryunder reference 652 044 371

The substitute Statutory Auditor is appointed for a six-yearterm expiring at the close of the Ordinary General Meetingcalled to approve the financial statements for the yearending December 31, 2021.




Fourteenth resolution

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

Deliberating in accordance with the rules of quorum andmajority applicable to ordinary general meetings, havingreviewed the Board of Directors’ report and thedescription of the share buy-back programme, theAnnual General Meeting authorises the Board ofDirectors, with the possibility to sub-delegate suchauthorisation, to purchase or have purchased theCompany’s shares, on one or more occasions, at timesthat it shall determine, limited to a number of sharesrepresenting a maximum of 10% of the share capital atany time, in compliance with Articles L. 225-209 et seq. ofthe French Commercial Code and the directly applicableprovisions of Commission Regulation (EC) No 2273 / 2003of December 23, 2003. This percentage will apply to thecapital adjusted to take into account transactions withregard to the capital carried out after this Annual GeneralMeeting (for information purposes, at March 1, 2016, thiswould represent 12,627,932 shares). In the case of sharesbought back under a liquidity agreement, (i) the numberof shares included for the calculation of the 10% ceilingcorresponds to the number of shares purchased, less anyshares sold during the authorisation period, and (ii) themaximum percentage of shares bought back by theCompany with the aim of keeping them andsubsequently exchanging them or tendering them aspayment in connection with a merger, demerger orcontribution, will be limited to 5% of the share capital, incompliance with the legislation. Shares acquired by theCompany may in no event result in it holding, directly orindirectly through subsidiaries, more than 10% of itsshare capital.

Acquisitions, disposals, exchanges and transfers of sharesmay be made in any way, including through the use of allderivative products and the implementation of optionstrategies (purchase and sale of call and put options, andall combinations thereof in compliance with regulationsin force), through a public offering or block sale (whichmay cover the entire buy-back programme), on the stockmarket or over the counter, at any time, except in the caseof a third party exchange or tender offer for theCompany’s shares, in order to:

• ensure liquidity or maintain an active secondary sharemarket, using an investment services provider actingindependently under the terms of a liquidity agreementcomplying with the Ethics Charter recognised by theAMF; or

• use all or some of the shares acquired to meet theobligations related to stock purchase option plans, freeshare plans (for existing shares), the allotment ofshares under the French statutory profit-sharingscheme and any other allotment to employees andcorporate officers, including the implementation of

company savings plans for employees and corporateofficers of the Company and of affiliated French orforeign companies pursuant to Article L. 225-180 of theFrench Commercial Code, and to transfer or allocateshares to them in accordance with applicable laws andregulations in France or any other jurisdiction; or

• enable investment or financing by subsequentlytendering shares (in connection with an exchange,payment or otherwise) either in a transaction aimed atexternal growth (a merger, demerger or contribution), orby issuing securities carrying rights to shares in theCompany through redemption, conversion, exchange,presentation of a warrant or negotiation in any otherway; or

• cancel all or part of the shares acquired, subject toauthorisation by an Extraordinary General Meeting, toreduce the share capital under the conditions andwithin the limits provided for in Article L. 225-209 ofthe French Commercial Code.

The Annual General Meeting resolves that the maximumpurchase price will be set at €230 per share (or theexchange value of this amount on the same date in anyother currency), excluding acquisition fees. In the event ofa change in the par value of the shares, a share capitalincrease by capitalisation of reserves, a free share grant,or a share split or reverse share split, this amount will beadjusted by multiplying by a factor equal to the ratio ofthe number of shares comprising the capital before thetransaction to the number of shares after the transaction.

Pursuant to Article R. 225-151 of the French CommercialCode, the Annual General Meeting sets the totalmaximum amount of the share buy-back programme at€2,904,424,360 given the maximum purchase price of€230 per share that applies to the maximum number of12,627,932 shares that may be acquired based on theshare capital at March 1, 2016.

Full powers are given to the Board of Directors, whichmay be delegated in accordance with the law, to placeany and all buy and sell orders on or off the market,except during the period of a public offer for theCompany’s shares, use or re-use the shares acquired forvarious objectives in accordance with applicable laws andregulations, enter into agreements, in particular with aview to keeping registers of share purchases and sales,prepare all documents, perform all formalities, make alldisclosures and filings with the AMF and any other bodiesof the transactions carried out under this resolution, setthe terms and conditions for protecting, whereappropriate, the rights of holders of securities carryingrights to shares in the Company and beneficiaries ofoptions in accordance with applicable regulations and,generally, do all that will be necessary. The Annual GeneralMeeting gives the Board of Directors full powers, if the lawor the AMF were to extend or complete the objectivesauthorised for buy-back programmes, for the purpose of


Pursuant to the 15th resolution, the shareholders areasked to authorise the Board of Directors to grant freeshares to Group employees and corporate officers, onone or more occasions.

The Group’s overall remuneration policy was redefined in2013 leading to the replacement of the system of freeshare grants by a new long-term incentive system basedon Kering monetary units known as “KMUs”. The value ofKMUs is indexed to changes in the Kering share pricerelative to a basket of nine Luxury and Sport & Lifestylesecurities. These KMUs have a vesting period of threeyears as from January 1 of the year in which they aregranted, after which they may be cashed by thebeneficiaries over a two-year period, when thebeneficiaries may receive the cash equivalent of theirKMUs based on the last assessed value.

While it is not currently advisable to modify this system,it nevertheless seems necessary to have as manyinstruments as possible giving access to the capital ofthe Company as they are an essential tool for motivatingGroup employees and executive corporate officers andaligning their interests with those of the shareholders. Inthis context, the law of August 6, 2015 to promotegrowth, economic activity and equality of economicopportunities (known as the “Macron Law”) encouragesFrench companies to grant free shares to theiremployees and corporate officers by offeringpreferential tax treatment to both companies andbeneficiaries.

It is imperative for the Company to be able to rely on thebest management team and top talent, particularly giventhe highly competitive sector within which it operates.The remuneration structure is an essential andcompetitive factor for attracting and retaining promisingcandidates and talented senior executives worldwide tolead the Company and manage its growth.

For this purpose, we submit for your approvalresolutions that will allow the Board of Directors to makefree share grants. It should be noted that the purpose ofthe delegations submitted for shareholder approval isnot to ask for the creation of a reserve of shares to be

used to issue free shares. On the contrary, any free sharegrants would be deducted from the reserve of sharesalready issued and fully paid-up.

In addition, the shares would only fully vest at the end ofa minimum period to be set by the Board of Directors, itbeing specified that this period may not be less thanthree years.

The 15th resolution provides for the following inparticular:

• an overall cap of 0.5% of the share capital on the dateof the Board of Directors’ decision;

• the Board will be able to subject the vesting of theshares to several conditions, including performanceconditions that it shall determine;

• a maximum of 0.08% of the share capital on the dateof the Board of Directors’ decision will be granted toexecutive corporate officers. This limit will bededucted from the abovementioned overall cap of0.5%;

• a term of 24 months.

Moreover, in accordance with the law and the AFEP-MEDEF Corporate Governance Code:

• any grants of shares will be decided by the Board ofDirectors on the basis of the proposals made byExecutive Management and reviewed by theRemuneration Committee after assessment of the performance of the executive corporate officers;

• the vesting of the shares granted to the Company’sexecutive corporate officers will be subject toperformance conditions, which will be determined bythe Board of Directors;

• the Company’s executive corporate officers will berequired to hold a given number of the sharesgranted in registered form as from the date whenthey are made available and until the end of theirterms of office. This number of shares will be set by the Board of Directors and described in itsManagement Report;

Extraordinary resolution

Authorisation to be given to the Board of Directors to make free grants of existing sharesto employees and executive corporate officers of the Company and Group companies

Purpose

informing the public of any possible changes in theprogramme in relation to the changed objectives inaccordance with applicable laws and regulations.

This authorisation cancels the unused part of theauthorisation for the same purpose given to the Board ofDirectors by the Combined General Meeting of April 23,2015, and is given for a period of 18 months from thedate of this Annual General Meeting.



Fifteenth resolution

Authorisation to be given to the Board of Directors to make free grants of existing shares to employeesand executive corporate officers of the Company and Group companies

Deliberating in accordance with the rules of quorum andmajority applicable to extraordinary general meetingsand after reviewing the Board of Directors’ report and theStatutory Auditors’ special report, in compliance withArticles L. 225-197-1 et seq. of the French CommercialCode, the Annual General Meeting:

(i) authorises the Board of Directors, in compliancewith the provisions of Articles L. 225-197-1 toL. 225-197-6 of the French Commercial Code, tomake free grants of the Company’s existing shares(already issued and fully paid-up), on one or moreoccasions, to employees or certain categories ofemployees which it shall determine from among thesalaried employees of the Company and companiesor groupings affiliated to it under the conditionsprovided for in Article L. 225 197-2 of the FrenchCommercial Code, as well as to eligible executivecorporate officers within the meaning of ArticleL. 225-197-1 II of the French Commercial Code;

(ii) resolves that the free share grants under thisauthorisation may not cover a number of existingshares representing more than 0.5% of the sharecapital on the date of the Board of Directors’decision to grant the shares. This number does notinclude any adjustments that may be made toprotect the rights of beneficiaries in the event of anytransaction involving the Company’s capital orequity;

(iii) resolves that eligible executive corporate officers ofthe Company may qualify for free shares under thisauthorisation, in accordance with the law, providedthat the vesting of shares is subject to theachievement of one or more performanceconditions set by the Board of Directors at the timeof the decision to grant the shares and that thenumber of free shares granted does not representmore than 0.08% of the Company’s share capital onthe date of the Board of Directors’ decision to grant

the shares, subject to any adjustments referred to inthe previous paragraph. This limit will be deductedfrom the abovementioned overall cap of 0.5% of thecapital;

(iv) resolves that the Board of Directors will determinethe total number of shares to be granted, theidentity of the beneficiaries of the grants, thenumber of shares granted to each beneficiary, aswell as the rights and conditions attached to theright to receive shares, subject to the achievement ofthe performance conditions referred to in (iii) above;

(v) resolves that all or part of the shares granted to thebeneficiaries will fully vest at the end of a vestingperiod which will be determined by the Board ofDirectors. This vesting period will be at least equal tothree years;

(vi) resolves that the lock-in period applicable to thebeneficiaries, where appropriate, will be determinedby the Board of Directors;

(vii) resolves that in the event of disability of thebeneficiary corresponding to a second or thirdcategory disability as provided for in Article L. 341-4of the French Social Security Code (Code de lasécurité sociale) the share grants will vest prior to theexpiry of the remaining vesting period and will beimmediately transferable;

(viii) grants full powers to the Board of Directors, withauthority to delegate such powers under the termsprovided by law, to implement this authorisation, inaccordance with the above conditions and withinthe limits prescribed by the applicable laws, inparticular, in order to:

• set the dates of the free share grants;

• set the terms and conditions of the free share grants(such as presence and performance), determinethe vesting period and where appropriate, thelock-in period for the shares granted subject to theminimum period defined by this resolution,

• adjust, where applicable and if deemed necessary,the number of free shares granted on the basis oftransactions involving the Company’s capital or equityin order to preserve the rights of the beneficiaries,


• the share grants will be decided each year, except inspecific circumstances, after publication of thefinancial statements for the previous year exceptduring the periods specified by Article L. 225-177 of the French Commercial Code and by the Board ofDirectors.

In accordance with the recommendations of the AFEP-MEDEF Corporate Governance Code, given that the

Chairman and Chief Executive Officer and the GroupManaging Director respectively hold 36,201 and 69,426Company shares, there is no need to make the vesting ofthe performance shares conditional upon thempurchasing a certain number of shares upon availability.

Full powers would be given to the Board of Directors inparticular to determine the date of the share grants andthe list or lists of beneficiaries of these grants.


• and more generally, enter into all agreements,prepare all documents, carry out all necessaryformalities and make all disclosures and filingswith any bodies and do everything else that maybe necessary.

This authorisation is given for a period of 24 monthsfrom the date of this Annual General Meeting, i.e., untilApril 29, 2018, and cancels, from that date, the unusedpart of any prior authorisation for the same purpose.

In accordance with Article L. 225-197-4 of the FrenchCommercial Code, the Board of Directors will inform theAnnual General Meeting of free share grants carried outwithin the scope of this resolution.



Sixteenth resolution

Powers for formalities

Deliberating in accordance with the rules of quorum and majority applicable to combined general meetings, the AnnualGeneral Meeting grants full powers to the bearer of an original, a copy or certified extract of the minutes of this meetingto carry out or cause to be carried out any and all filings, publication or other formalities that may be required.

Powers for formalities

Purpose

The 16th resolution is intended to grant the necessary powers for carrying out all the formalities following the AnnualGeneral Meeting.


Ordinary and extraordinary resolution


This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitmentswith third parties that is issued in the French language and is provided solely for the convenience of English speakingreaders. This report on regulated agreements and commitments should be read in conjunction and construed inaccordance with French law and professional auditing standards applicable in France. It should be understood that theagreements reported on are only those provided by the French Commercial Code (Code de commerce) and that the reportdoes not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the Shareholders,

In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements andcommitments with third parties.

The terms of our engagement require us to communicate to you, based on information provided to us, the principalterms and conditions of those agreements and commitments brought to our attention or which we may havediscovered during the course of our audit, and the reasons justifying that these commitments and agreements are inthe Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying suchother agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code decommerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose ofapproving them.

Our role is also to provide you with the information provided for in Article R. 225-31 of the French Commercial Code inrespect of the performance of the agreements and commitments, already authorized by the Shareholders’ Meeting andhaving continuing effect during the year, if any.

We conducted the procedures we deemed necessary in accordance with the professional guidelines of the FrenchNational Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.These procedures consisted in agreeing the information provided to us with the relevant source documents.

Agreements and commitments submitted to the approval of the shareholders’ meeting

Agreements and commitments authorized during the year

We have been advised of the following agreements and commitments which received the prior approval of your Boardof Directors pursuant to Article L. 225-40 of the French Commercial Code.

• Sale of an investment held by a subsidiary of Kering S.A. to a subsidiary of Artémis S.A.

On April 23, 2015, your Board of Directors authorized the sale of an investment held by Kering Netherlands B.V. in GlobalFashion Holding S.A. (“GFH”) to Témaris, a subsidiary of Artémis S.A.

Under the sale agreement signed on June 8, 2015, the investment’s sale price totaled €12,836,980, keeping in mind thatyour Company’s 2012 investment in GFH, then known as Bigfoot GmbH, had amounted to €9,994,466. The sale pricethus authorized took into account the valuation of GFH based on recent structuring operations and a capital increasecarried out in early April 2015.

Statutory Auditors’ special report on regulated agreements andcommitments with third partiesShareholders’ Meeting held to approve the financial statements for the year ended December 31, 2015

STATUTORY AUDITORS’ SPECIAL REPORT


Pursuant to the law, we hereby inform you that the prior approval of your Board of Directors on April 23, 2015 did notinclude the reasons justifying that this agreement was in the Company’s interest, as stipulated in Article L. 225-38 ofthe French Commercial Code. However, at its meeting on February 18, 2016, the Board considered that the sale was inthe Company’s interest insofar as the GFH activity was not aligned with the Company’s core business, and thetransaction resulted in a capital gain for the Company.

Persons involved: Mrs. Patricia Barbizet and Mr. François-Henri Pinault, members of the Board of Directors ofArtémis S.A., a Kering S.A. shareholder with more than 10% of voting rights.

Agreements and commitments previously approved by the shareholders’ meeting

Agreements and commitments authorized in previous years and having continuing effect during the year

Pursuant to Article R. 225-31 of the French Commercial Code, we have been advised that the following agreements andcommitments authorized in previous years by the Shareholders’ Meeting have had continuing effect during the year.

• Support agreement for services provided by Artémis S.A.

Pursuant to the terms of a support agreement between Kering S.A. and Artémis S.A. signed on September 27, 1993,Artémis S.A. carries out research and advisory work for Kering S.A. in the following areas:

• strategy and development of the Kering group and support in carrying out complex legal, tax, financial and real estatetransactions;

• sourcing of business development opportunities in France and abroad or cost-cutting measures.

At its March 10, 1999 meeting, the Kering S.A. Supervisory Board authorized payment for these services amounting to0.037% of consolidated net revenue (excluding VAT).

In line with the appropriate modifications to Kering S.A.’s corporate governance rules, your Board of Directors resolvedon July 6, 2005, without amending the agreement in force since September 27, 1993, that the Kering S.A. AuditCommittee would perform, in addition to the usual annual review of the substance of the support provided byArtemis S.A. to Kering S.A., an annual assessment of the services and their fair price given the facilities provided and thecost savings realized in the common interest.

The methods for assessing the contractually-agreed amount were reviewed by the Audit Committee which, at itsmeeting of February 15, 2016, noted that Kering S.A. had continued to benefit, during 2015, from the advice andassistance of Artemis S.A. on recurring issues including communications, public and institutional relations, as well asthe development strategy and its implementation.

At its February 18, 2016 meeting, your Board of Directors re-examined this agreement, and duly noted the payment of€2,836,000 (excluding VAT) under this agreement in respect of 2015, it being specified that the revenue of the PUMAgroup was excluded from the calculation of this fee, as was the case in previous years, together with revenue fromdiscontinued operations.

Persons involved: Mrs. Patricia Barbizet and Mr. François-Henri Pinault, members of the Board of Directors ofArtémis S.A., a Kering S.A. shareholder with more than 10% of voting rights.

• Retirement commitment in favor of Mr. Jean-François Palus, Deputy CEO of Kering S.A.

On January 22 and April 8, 2010, the Board of Directors authorized Kering S.A. and the companies controlled by it withinthe meaning of Article L. 233-16 of the French Commercial Code to grant specific retirement benefits to Mr. Jean-François Palus, Deputy CEO of Kering S.A., due to his exceptional contribution to the business development of the LuxuryGoods Division. This authorization resulted in the allocation of €3,568,000 (this capital being either managed byKering S.A. or a company controlled by it, or invested in a top-tier asset management company) to fund his retirementbenefits (with reversion rights to his beneficiaries in the event of death) payable as from the legal retirement age. Hispresence in the Kering group was not a requirement at that date, provided that he had not left the Group beforeDecember 31, 2014 for personal reasons.

To receive these retirement benefits, Mr. Jean-François Palus had to satisfy the performance conditions attached to hisvariable compensation, for fiscal years 2009 and 2010, in his capacity as Deputy CEO of Kering S.A. On April 8, 2010 andFebruary 16, 2011, your Board of Directors duly noted that the performance conditions were met for fiscal years 2009and 2010, respectively.



Pursuant to these Board of Directors’ authorizations, the Supervisory Board of Gucci Group NV (now Kering Holland N.V.),wholly-owned directly and indirectly by Kering S.A., decided, on December 10, 2010, to grant Mr. Jean-François Palus, inhis capacity at that date as a member of the Supervisory Board of Gucci Group NV since May 30, 2006, an irrevocablepension right in respect of retirement benefits, in accordance with the terms and conditions provided for in your Boardof Directors’ authorization, based on a capital of €3,568,000, in so much as Kering S.A. acknowledged, at the given time,that this right was no longer subject to the fulfillment of any conditions.

On March 18, 2015, your Board of Directors noted that Mr. Jean-François Palus had not left the Group for personalreasons and therefore the right was no longer subject to the fulfillment of any conditions.

On February 22, 2016, the Board of Kering Holland N.V. approved the release of the capital by transfer to a financialinstitution designated by Mr. Jean-François Palus.

On March 11, 2016, your Board of Directors re-examined this agreement and approved the implementation, based on atotal payment of €4,724,540 (following application of a 5% interest rate to the initial capital of €3,568,000 for therelevant period).

This payment was made on March 29, 2016 and thus the extinction of the Kering S.A. and Group debt with respect tothe said commitment was acknowledged.

Paris-La Défense and Neuilly-sur-Seine, March 30, 2016The Statutory Auditors

KPMG Audit Deloitte & AssociésDivision of KPMG SA

Hervé CHOPIN Isabelle ALLEN Frédéric MOULIN



To the Shareholders,

In our capacity as Statutory Auditors of your Company and in accordance with the terms of our engagement defined byArticle L. 225-197-1 of the French Commercial Code, we hereby report to you on the proposal to authorize the grant ofexisting free shares to employees, or certain categories thereof, as determined from among the employees of theCompany or related companies or groupings under the terms and conditions stipulated in Article L. 225-197-2 of theFrench Commercial Code, and to eligible corporate officers within the meaning of Article L. 225-197-1 II of the FrenchCommercial Code, a transaction on which you are called to vote.

The grants carried out under this authorization may not cover a number of existing shares representing more than 0.5%of the Company’s share capital, as acknowledged on the date the grant is decided by the Board of Directors.

Based on its report, your Board of Directors asks that you grant it the authority, for a period of 24 months, as of the dateof this Meeting, to grant existing free shares.

It is the responsibility of the Board of Directors to prepare a report on this transaction that it wishes to carry out. It is ourresponsibility to share with you our observations, where applicable, on the information provided to you on theproposed transaction.

We conducted our procedures in accordance with the professional guidelines of the French National Institute ofStatutory Auditors (Compagnie nationale des Commissaires aux comptes) relating to this engagement.

These procedures consisted in verifying that the proposed terms conditions governing the transaction presented in theBoard of Directors’ report comply with the law.

We have no comment on the information provided in the Board of Directors’ report with respect to the proposal toauthorize the grant of free shares.

Paris-La Défense and Neuilly-sur-Seine, March 30, 2016The Statutory Auditors

KPMG Audit Deloitte & AssociésDivision of KPMG SA

Hervé CHOPIN Isabelle ALLEN Frédéric MOULIN

Statutory Auditors’ special report on the corporate actionsproposed in the 15th resolution of the Combined GeneralMeeting on April 29, 2016



Summary of the authorisationsrequested from this Annual GeneralMeeting

Date of Annual General Meeting Term of validity Maximum authorised Description of authorisation (resolution no.) (Expiry date) nominal amount

Free share grants

Grant of existing shares or shares to be issued, 15th 24 months 0,5 % of the share reserved for employees and corporate officers. (April 2018) capital at the grant date

SUMMARY OF THE AUTHORISATIONS REQUESTED FROM THIS ANNUAL GENERAL MEETING


Current authorisations granted by theAnnual General Meeting to the Boardof Directors

Date of Annual General Meeting Term of validity Maximum authorised CurrentDescription of authorisation (resolution no.) (Expiry date) nominal amount use

Share capital increases with pre-emptive subscription rights

Share capital increase via the issue, with pre-emptive April 23, 2015 (8th) 26 months €200 million Unused subscription rights, of shares, warrants and/or securities (June 2017)giving access, either immediately or in the future, to shares or to debt securities (1)

Share capital increase via the capitalisation of reserves, April 23, 2015 (9th) 26 months €200 million (2) Unusedprofits or additional paid-in capital (June 2017)

Share capital increases without pre-emptive subscription rights

Share capital increase via the issue, without pre-emptive April 23, 2015 (10th) 26 months €50 million (2) Unused subscription rights, by public offering, of shares, (June 2017)warrants and/or securities giving access, either immediately or in the future, to shares in the Company, including as consideration for shares tendered in a public exchange offer, or to debt securities

Share capital increase via the issue, without pre-emptive April 23, 2015 (11th) 26 months €50 million (3) (1) Unusedsubscription rights, by private placement, of shares, (June 2017)warrants and/or securities giving access, either immediately or in the future, to shares in the Company or to debt securities

Authorisation to set the issue price for a share capital April 23, 2015 (12th) 26 months €25.3 million Unused increase, without pre-emptive subscription rights, (related to the 10th and (June 2017) per yearby public offering or private placement, limited to 5% 11th resolutions above)of the share capital per year

Share capital increase in consideration for in-kind April 23, 2015 (14th) 26 months €50 million (3) Unusedcontributions, limited to 10% of the share capital (June 2017)

Share capital increase with or without pre-emptive subscription rights

Increase in the number of shares or securities to be April 23, 2015 (13th) 26 months 15% Unusedissued within the scope of a share capital increase, (June 2017) of the amount with or without pre-emptive subscription rights, of the initial issuein the event of excess demand

Share capital reductions by cancelling shares

Authorisation to reduce the share capital April 23, 2015 (7th) 24 mois 10 % of the share Unusedby cancelling shares (April 2017) capital per 24-month period

(1) Limited to 20% of the share capital per year in all cases.(2) This amount is deductible from the overall €200 million cap for issues of shares and/or securities giving access to the share capital set by the 8th resolution. (3) For issues of shares or securities giving access to the share capital, the amount will be deducted from the €200 million and €50 million caps set by the 8th and

10th resolutions respectively.

CURRENT AUTHORISATIONS GRANTED BY THE ANNUAL GENERAL MEETING TO THE BOARD OF DIRECTORS


Other directorships and positions held as of December 31, 2015:

Position Company Country

Chairman Fédération du Crédit Mutuel de Bretagne FranceChairman Crédit Mutuel Arkéa FranceDirector Avril Gestion FranceDirector Caisse de Crédit Mutuel de Cap Sizun FranceDirector Altrad FranceChairman of the Board of Directors Château Calon-Ségur SAS FranceDirector Nexity (1) FranceDirector Paprec FranceDirector and General Treasurer French professional football league (association) France

(1) Listed company as on the date of the position.

Other directorships and positions held in the last five years:

Position Company Country Dates

Chairman Arkéa Capital Partenaire France –Member of the Supervisory Board OSEO Bretagne France –Representative of Crédit Mutuel Arkéa Crédit Foncier et Communal France Until 2011in the Board of Directors d’Alsace et de LorraineRepresentative of Crédit Mutuel Arkéa CFCAL SCF France Until 2011in the Board of Directors Director Glon Sanders France Until 2013Director Soprol France Until 2015Director Newport France Until 2015

Jean-Pierre DenisBorn on July 12, 1960Arkéa group: 29808 Brest Cedex 09

Independent Director

Jean-Pierre Denis is a Finance Inspector (inspecteur desfinances) and a graduate of HEC and ENA. He served asChairman and Chief Executive Officer of the Oséo groupfrom 2005 to 2007, and member of the Executive Boardof Vivendi Environnement, which became VeoliaEnvironnement (from 2000 to 2003), Chairman of Dalkia

(Vivendi group then Veolia Environnement) (from 1999 to2003), Advisor to the Chair of CGE, which became Vivendi(from 1997 to 1999) and Deputy General Secretary of theFrench President’s cabinet (from 1995 to 1997). He iscurrently Chairman of Crédit Mutuel Arkéa and CréditMutuel de Bretagne.

Jean-Pierre Denis has been a Director of Kering sinceJune 9, 2008. His term of office was renewed by theCombined General Meeting on April 27, 2012 and will expireat the Annual General Meeting called to approve thefinancial statements for the year ended December 31, 2015.

APPENDIX 1

APPENDIX 1


Other directorships and positions held as of December 31, 2015:

Position Company Country Start 1st term of office

Non-executive Director Lafarge Malaysia Berhad Malaysia November 2014

Sapna Sood did not exercised any other office in the last five years

Sapna SoodBorn on June 4, 1973LafargeHolcim: Switzerland


Sapna Sood has an MBA from IMD Business School, aGraduate Certificate of Change Management from theAustralian Graduate School of Management and aBachelor of Engineering in Chemical Engineering fromthe University of Sydney.

She is currently Senior Vice President, Health and Safetyat LafargeHolcim. Prior to this she served as the Head ofHelium, Asia-Pacific Zone at The Linde Group based in

Shanghai, China. Sapna Sood started her career as anApplications Engineer with Fisher Rosemount. In 1997,she joined The Linde Group (formerly known as The BOCGroup) under their Graduate Development Programmeand subsequently held various senior positions in TheLinde Group in Australia, USA, Singapore, Germany andChina. Sapna Sood joined the Lafarge Group in 2013 asSenior Vice President of Health and Safety and with themerger of Lafarge and Holcim took on the sameresponsibility for the new group in July, 2015.

Sapna Sood is also the Chair of the WBSCDs – CementSustainability Initiative (CSI) Health and Safety Taskforce.

Laurence BooneBorn on May 15, 1969Bank of America – Merrill Lynch: 2 King Edward Street,London EC1A 1HQ, United Kingdom


Laurence Boone is a graduate of the Faculty of Economicsof Paris-X Nanterre University and has a PhD in economicsfrom the London Business School.

She began her career as an analyst at Merrill Lynch AssetManagement from 1995 to 1996. She then became aresearcher at the Centre d’Études Prospective et d’InformationsInternationales (CEPII) (France’s leading institute forresearch on the international economy) before joining theOECD as an economist in 1998. She successively becameDirector of Barclays Capital France in 2004 and ManagingDirector and Chief Economist in 2010. She has beenManaging Director, European Economic Research at Bankof America Merrill Lynch from July 2011 to June 2014.Then, from June 2014 to March 2016, she was Advisor ofeconomic and financial Affairs, European and international,

to the President of the French Republic. Since March 2016,she is Chief Economist of the AXA Group, Head ofResearch and Investment Strategy of Axa-Im and developsrelationships with sovereign entities for Axa-IM.

Author of numerous articles, she taught at the ÉcolePolytechnique, ENSAE (the National School of Statistics)and the École Normale Supérieure and is currently anassociate professor at the Institut de Sciences politiquesof Paris. She is a member of the Circle of Economists anda corresponding member of France’s Council of EconomicAnalysis. She is a Knight of the Legion of Honour.

Laurence Boone was initially appointed as a Director ofKering’s board on 19 May 2010. Her term in office wasrenewed by the 2014 AGM but she resigned as Directorfollowing her appointment as Advisor of economic andfinancial Affairs to the Office of the President of theFrench Republic.

Laurence Boone has no other function or mandate on 31December 2015 and exercised no other mandate thanmentioned above in the last five years.

APPENDIX 1


Sophie L’HéliasBorn on December 30, 1963


Sophie L’Hélias Delattre is an inactive member of the NewYork and Paris Bars. She holds an MBA from INSEAD, anLLM from the University of Pennsylvania, and a Masters ofLaws from the law schools of the University of Pantheon-Sorbonne- Paris I, following law studies at the Universityof Saarbrücken, Germany.

Sophie L’Helias began her career as an M&A attorney inNew York and Paris. She later joined an event-driven hedgefund in New York as Managing Director and founded astrategic corporate governance advisory firm. An experton governance issues, she co-founded the InternationalCorporate Governance Network (www.ICGN.org), today’sleading global investor-led governance organization,where she had several roles. Sophie L’Helias recentlyfounded LeaderXXchange™ in the United States, whichcollaborates with institutional investors, business leadersand other market participants to promote diversity oncorporate boards worldwide.

Author of the book “Le Retour de l’Actionnaire” (“Theshareholder Comeback”), Ms. L’Hélias has frequently hadarticles published in Europe, the United States andCanada and is a regular speaker at international businessor academic forums on international corporategovernance, shareholder activism and board diversity.

Sophie L’Helias is an inactive member of the New Yorkand Paris Bars. She holds an MBA from INSEAD, an LLMfrom the University of Pennsylvania, and a Masters ofLaws from the law schools of the University of Pantheon-Sorbonne- Paris I, following law studies at the Universityof Saarbrücken, Germany.

Sophie L’Helias has been a member of several non-profitand academic boards and a Senior Fellow at economic,strategic or governance think tanks in the United States.

Sophie L’Helias has no function or mandate on 31 December 2015 and did not exercised any mandateover the past 5 years.


APPENDIX 1

REQUEST FOR ADDITIONAL DOCUMENTS AND INFORMATION

FORM TO BE SENT EXCLUSIVELY TO:Kering – Direction juridique (Legal Department)

10 avenue Hoche – 75381 Paris Cedex 08, France

Mr, Mrs, Ms: .................................................................................................................................................................................................................................(written in capital letters)

Full address: ..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

Owner of ........................ registered shares, recorded in the account:

• bearer shares• recorded in the account held with(1)........................................................................................................................................................................

After having reviewed the documents attached to this form relating to the Annual General Meeting on April 29,2016, I hereby request that the documents and information provided for in Article R. 225-83 of the FrenchCommercial Code be sent to me at the above address.

Signed in (city) ................................................ on (date) .......................... 2016

NB:

• The Reference Document comprises the parent company financial statements, the consolidated financialstatements, the table of appropriation of net income (specifying the source of the amounts to beappropriated), the Management Report of the Board of Directors, the Report of the Chairman of the Board ofDirectors and the Statutory Auditors’ reports. These documents supplemented by the information contained inthis brochure constitute the information provided for in Articles R. 225-81 and R. 225-83 of the FrenchCommercial Code and are available on the Company’s website: www.kering.com (Finance / AGM section).

• In accordance with paragraph 3 of Article R. 225-88 of the French Commercial Code, shareholders owningregistered shares may, via a single request, have the Company send them the documents provided forabove at the time of each subsequent Annual General Meeting. To benefit from this option, tick this box: ❏

• In accordance with Article R. 225-63 of the French Commercial Code, shareholders owning registered sharesmay have the Company send them the documents provided for above by email at the time of each subsequentAnnual General Meeting. To benefit from this option, please indicate your email address:

........................................... @ ...........................................

Shareholders owning registered shares who have opted to receive documents by email may request that thedocuments provided for above be sent by post. This request should be sent by email at least 35 days before the dateof publication of the notice of meeting to the following address: [email protected].(1) Name and address of the financial intermediary managing the account.

Kering

Société anonyme (a French joint stock company) with share capital of €505,117,288Registered office: 10 avenue Hoche, 75381 Paris cedex 08, France

552 075 020 RCS Paris – SIRET 552 075 020 00 545

In accordance with Article R. 225-88 of the French Commercial Code, from the date of the convening notice and untilthe fifth day before the meeting, any shareholder owning registered shares or proving ownership of bearer shares mayfill in the following form to request that the Company send him / her the documents and information provided for inArticles R. 225-81 and R. 225-83 of the French Commercial Code.

Request for additional documents and information


Table of contents...Table of contents Kering in 2015 2 How to participate in the Annual General...

Documents

Transcript of Table of contents...Table of contents Kering in 2015 2 How to participate in the Annual General...