Compagnie Financière Richemont SA (the 'Company')

Minutes of the 35th Annual General Meeting (the 'General Meeting') of shareholders, held at the InterContinental Hotel, 9 Chemin du Petit-Saconnex, 1209 Geneva, on 6 September 2023

The meeting started at 10:00.

Mr Johann Rupert (the 'Chairman') welcomed those present.

The Chairman designated Mr Swen Grundmann as Secretary for the meeting, and Ms Britta McKichan as well as Ms Lesley Griffiths as scrutineers.

Before moving to the agenda items, the Chairman spoke about the performance of the Richemont group (the 'Group'), as well as the Group's governance. He then turned to the formal business of the meeting.

The Chairman reported that there were 94 shareholders present or represented by a representative of their choice. In total, 851'263'486 shares were represented, corresponding to 67.45% of the share capital and 81.54% of the shares issued (latecomers to the meeting were not included in this total).

He added that the shares were presented or represented as follows:

  • 5'329'372 'A' shares with a nominal value of CHF 5'329'372 by shareholders or a representative appointed by them;
  • 323'934'114 'A' shares with a nominal value of CHF 323'934'114 by Etude Gampert Demierre Moreno, the independent representative of the shareholders (the 'Independent Representative');
  • 522'000'000 'B' shares with a nominal value of CHF 52'200'000 by Compagnie Financière Rupert.

The Chairman reported that there was no quorum requirement and that the meeting was validly constituted to resolve on all matters on the agenda.

The Chairman then presented certain formal points concerning the voting and election procedure. He indicated that statements made during the meeting would only be recorded in the minutes if expressly requested.

The Chairman then indicated that shareholders who could not attend the meeting in person or through a representative of their choice were given the opportunity to cast their vote through the Independent Representative. He then asked Maître Françoise Demierre-Morand, who represented the Independent Representative at the meeting, to indicate as required by law the nature of the information that the Independent Representative had shared with the Company ahead of this meeting. Maître Françoise Demierre-Morand indicated that her firm had communicated to the Company two business days ahead of the meeting the total number of

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votes in favour, of votes against and of abstentions that it had received from shareholders with regard to each proposal on the agenda of the meeting.

There being no comments regarding the agenda, which had been made available to the shareholders in the invitation to the General Meeting, and no other motions being submitted, the Chairman declared the General Meeting open and turned to the agenda.

1. Annual report

The Chairman noted that the 2023 director's report on the business year ended 31 March 2023 as well as the reports of PricewaterhouseCoopers SA, the Company's auditor (the 'Auditor') on both the consolidated financial statements of the Group and the financial statements of the Company were reproduced in the annual report of the Company. He noted that the Auditor's report on the consolidated financial statements confirmed that these were giving a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group, all in accordance with the International Financial Reporting Standards, and complied with Swiss law. The Auditor's report on the financial statements of the Company further confirmed that these complied with Swiss law and the Company's Articles of Incorporation. Based on the results of their examination, the Auditor recommended that both sets of financial statements be approved.

The Chairman took note that the representative of the Auditor had no additional comments to make on either set of financial statements.

The Chairman then opened the discussion on the annual report and accounts, after which he submitted the matter to the vote. The results of the votes were as follows:

Shares

Item

Subject

represented

Yes

No

Abstain

1

Annual report

847'021'905

845'202'599

70'576

1'748'730

99.79%

0.01%

0.21%

After the vote, the Chairman consequently acknowledged that the General Meeting, having taken note of the reports of the Auditor, had approved the consolidated financial statements of the Group, the financial statements of the Company and the directors' report for the business year ended 31 March 2023.

2. Appropriation of profits

The Chairman reminded the meeting that the Board of Directors proposes that an ordinary dividend of CHF 2.50 be paid per 'A' share and CHF 0.25 per 'B' share and an additional special dividend of CHF 1.00 per 'A' share and CHF 0.10 per 'B' share. The Board of Directors proposes that the remaining available retained earnings of the Company at 31 March 2023, after payment of the dividend, be carried forward to the following business year.

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The Chairman brought the attention of the meeting to the fact that Richemont Employee Benefits Limited was formally renouncing its right to receive the dividend distribution. The exact number of shares involved would be determined prior to the dividend payment.

The Chairman further reminded the meeting that the Auditor had confirmed that the appropriation of available earnings proposed by the Board of Directors was complying with Swiss law and the Company's Articles of Incorporation.

After opening the discussion on the proposed appropriation of profit, the Chairman then submitted the matter to the vote. The results of the votes were as follows:

Shares

Item

Subject

represented

Yes

No

Abstain

2

Appropriation of

851'266'097

850'466'958

605'913

193'226

profits

99.91%

0.07%

0.02%

The Chairman acknowledged that the General Meeting had approved the proposed dividends, which are expected to be paid on or about Friday, 22 September 2023 for shareholders other than South African shareholders and Thursday, 28 September 2023 for South African shareholders.

3. Release from liability of the members of the Board of Directors and Senior Executive Committee

The Chairman indicated that the Board of Directors was proposing that the Board of Directors and the members of the Senior Executive Committee be released from their liabilities in respect of the business year ended 31 March 2023. He reminded the meeting that the members of the Board of Directors and of the Senior Executive Committee were not entitled to vote on that proposal.

After having opened the discussion on the proposed release, the Chairman submitted the matter to the vote. The results of the votes were as follows:

Shares

Item

Subject

represented

Yes

No

Abstain

3

Release from liability of

323'499'511

301'363'490

18'901'500

3'234'521

the members of the

93.16%

5.84%

1.00%

Board of Directors and

Senior Executive

Committee

The Chairman acknowledged that the General Meeting had released the members of the Board of Directors and of the Senior Executive Committee from their liabilities in respect of the business year ended 31 March 2023.

He thanked the shareholders for their continuing trust.

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4. Designation of the representative of the 'A' shareholders for the election to the Board of Directors

The Chairman indicated that the Board of Directors proposed that Ms Wendy Luhabe be designated as representative of the 'A' shareholders for the election to the Board of Directors.

After having opened the discussion, the Chairman submitted the matter to the vote. He reminded the meeting that only 'A' shares were entitled to vote on this item. The results of the votes were as follows:

'A' shares

Item

Name

represented

Yes

No

Abstain

4

Wendy Luhabe

329'265'449

314'276'323

6'442'730

8'546'396

95.45%

1.96%

2.60%

The Chairman declared that the holders of the 'A' shares had designated Ms Wendy Luhabe as their representative for the election to the Board of Directors.

5. Election of the Board of Directors and its Chairman

The Chairman indicated that, in accordance with Swiss law and the Company's Articles of Incorporation, the term of office of all Directors was expiring at the end of the General Meeting, and that the current Directors were eligible for re-election without restriction. The Chairman further indicated that Mr Guillaume Pictet and Maître Jean-Blaise Eckert communicated their intention, if elected, to step down from the Board of Directors as of 31 March 2024. He reminded the meeting that the Board of Directors proposed the election of two new Directors: Ms Fiona Druckenmiller and Mr Bram Schot.

The Chairman then opened the discussion on the election of the Board of Directors and its Chairman. He reminded that each Director had to be elected on an individual basis.

The Chairman then submitted the matter to the vote. The results of the votes were as follows:

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Shares

Item

Name

represented

Yes

No

Abstain

5.1

Johann Rupert

851'266'312

809'047'278

40'881'175

1'337'859

5.2

95.04%

4.80%

0.16%

Josua Malherbe

851'266'312

721'029'568

129'786'116

450'628

5.3

84.70%

15.25%

0.05%

Nikesh Arora

851'266'312

835'746'263

15'052'337

467'712

5.4

98.18%

1.77%

0.05%

Clay Brendish

851'265'712

813'619'291

37'444'550

201'871

5.5

95.58%

4.40%

0.02%

Jean-Blaise

851'265'712

747'007'890

103'806'740

451'082

5.6

Eckert

87.75%

12.19%

0.05%

Burkhart Grund

851'265'712

826'219'570

24'845'707

200'435

5.7

97.06%

2.92%

0.02%

Keyu Jin

851'265'562

827'932'828

23'120'215

212'519

5.8

97.26%

2.72%

0.02%

Jérôme Lambert

851'266'062

827'335'021

23'718'016

213'025

5.9

97.19%

2.79%

0.03%

Wendy Luhabe

851'265'562

801'746'710

49'310'822

208'030

5.10

94.18%

5.79%

0.02%

Jeff Moss

851'265'562

850'561'153

504'093

200'316

5.11

99.92%

0.06%

0.02%

Vesna Nevistic

851'265'562

850'404'214

656'464

204'884

5.12

99.90%

0.08%

0.02%

Guillaume Pictet

851'266'062

754'680'780

96'135'705

449'577

5.13

88.65%

11.29%

0.05%

Maria Ramos

851'265'462

828'661'278

22'294'234

309'950

5.14

97.34%

2.62%

0.04%

Anton Rupert

851'265'462

842'210'193

8'823'596

231'673

5.15

98.94%

1.04%

0.03%

Patrick Thomas

851'265'282

826'487'014

24'575'532

202'736

5.16

97.09%

2.89%

0.02%

Jasmine

851'265'162

840'067'758

10'325'044

872'360

5.17

Whitbread

98.68%

1.21%

0.10%

Fiona

851'264'812

839'472'384

11'415'816

376'612

5.18

Druckenmiller

98.61%

1.34%

0.04%

Bram Schot

851'265'362

847'790'371

3'248'023

226'968

99.59%

0.38%

0.03%

The Chairman acknowledged that he had been re-elected as a member and as Chairman of the Board of Directors, and that each of Mr Josua Malherbe, Mr Nikesh Arora, Mr Clay Brendish, Maître Jean-Blaise Eckert, Mr Burkhart Grund, Dr Keyu Jin, Mr Jérôme Lambert, Ms Wendy Luhabe, Mr Jeff Moss, Dr Vesna Nevistic, Mr Guillaume Pictet, Ms Maria Ramos, Mr Anton Rupert, Mr Patrick Thomas and Ms Jasmine Whitbread had been re-elected to the Board of Directors, and that Ms Fiona Druckenmiller and Mr Bram Schot had been elected, in each case for a term of one year expiring at the end of the 2024 annual general meeting.

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Compagnie Financière Richemont SA published this content on 04 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2023 08:57:14 UTC.