Statutory Auditors' report on the issuance of ordinary shares and/or securities of the Company reserved for members of the Group's company savings plans (PEEs)

Combined Shareholders' Meeting of April 18, 2024 - Resolution 25

To the Shareholders' Meeting of Christian Dior SE,

In our capacity as Statutory Auditors of your Company, and pursuant to the engagement provided for in Articles L.228-92 and L.225-135 et seq. of the French Commercial Code, we hereby report to you on the proposed delegation to the Board of Directors of the authority to decide on the issue of shares and/or more generally any securities giving access to the share capital of the Company, without preferential subscription rights, reserved for employees of the Company who are members of a company savings plan, a transaction on which you are asked to vote.

Subject to the maximum nominal amount of 120 million euros set out in the twenty-seventh resolution for all issues that might be decided pursuant to the delegations of authority granted to the Board of Directors resulting from the resolutions submitted for approval at this Meeting, the total number of shares that may be issued pursuant to this delegation of authority may not exceed 1% of the Company's share capital as of the date of this Meeting.

This transaction is subject to your approval pursuant to Article L.225-129-6 of the French Commercial Code and L.3332-18 et seq. of the French Labor Code.

Based on its report, your Board of Directors recommends that you delegate to it the authority to decide on such an issue, for a twenty-six months period, and that you waive your preferential subscription rights to the shares and securities to be issued. If applicable, the Board will be responsible for determining the final issuance terms and conditions of this transaction.

It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R.225-113 et seq. of the French Commercial Code.Our role is to express an opinion on the fair presentation of the quantitative data extracted from the financial statements, on the proposed waiver of preferential subscription rights, and on certain additional information pertaining to the issue, provided in this report.

We performed those procedures that we deemed necessary in compliance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. These procedures consisted in verifying the content of the Board of Directors' report in respect of this transaction and the procedures for determining the issue price of equity securities to be issued.

Subject to our subsequent review of the terms and conditions of the proposed issue, we have no comments to make on the procedures for determining the issue price of the equity securities to be issued presented in the Board of Directors' report.

As the final terms and conditions under which the issues will be carried out have not yet been set, we do not express an opinion on them or, consequently, on the proposed waiver of the preferential subscription rights on which you are asked to vote.

In accordance with Article R.225-116 of the French Commercial Code, we will issue an additional report, if necessary, on the use of this delegation of authority by your Board of Directors in the event of issues of shares and/or equity securities giving access to other equity securities, or in the event of issues of securities giving access to equity securities to be issued.

Courbevoie and Paris-La Défense, February 29, 2024

The Statutory Auditors

MAZARS

ERNST&YOUNG et AutresIsabelle SAPET

Guillaume MACHIN

Guillaume TROUSSICOT

Attachments

Disclaimer

Christian Dior SE published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 18:52:40 UTC.