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COMPAGNIE FINANCIÈRE RICHEMONT SA - Notice of meeting
2020/08/12 07:30:00Download PDF Stock report
Notice of meeting
Compagnie Financière Richemont SA
Depositary Receipts issued by Richemont Securities SA ('Richemont Securities' or the 'Company')
(Incorporated in Switzerland)
ISIN: CH0045159024
Depositary Receipt Code: CFR
RICHEMONT
NOTICE OF MEETING
The Annual General Meeting ('AGM') of shareholders of Compagnie Financière Richemont SA (the 'Company') will be held at 10.00 a.m. at the registered office of the Company, Chemin de la Chênaie 50, 1293 Bellevue, Geneva, Switzerland on Wednesday, 9 September 2020.
Agenda
1. Annual Report
The Board of Directors proposes that the General Meeting, having taken note of the reports of the auditor, approve the consolidated financial statements of the Group, the financial statements of the Company and the directors' report for the business year ended 31 March 2020.
2. Appropriation of profits
On 31 March 2020, the retained earnings available for distribution amounted to CHF 6 203 709 317. The Board of Directors proposes that a dividend of CHF 1.00 be paid per Richemont share. This is equivalent to CHF 1.00 per 'A' registered share in the Company and CHF 0.10 per 'B' registered share in the Company. This represents a total dividend payable of CHF 574 200 000, subject to a waiver by Richemont Employee Benefits Limited, a wholly owned subsidiary, of its entitlement to receive dividends on an estimated 9 million Richemont 'A' shares held in treasury. The Board of Directors proposes that the remaining available retained earnings of the Company at 31 March 2020, after payment of the dividend, be carried forward to the following business year.
3. Creation of a conditional share capital
The Board of Directors proposes to the General Meeting to create a conditional capital having a maximum aggregate amount of CHF 24 200 000 and allowing the Company to issue not more than 22 000 000 'A' shares and not more than 22 000 000 'B' shares upon issuance of shareholder warrants to be issued by the Company or one of its subsidiaries, and to amend the articles of association of the Company to that effect as follows:
'5a. Conditional Share Capital
A' shares
The share capital of the Company shall be increased by a maximum aggregate amount of SFr 22 000 000 through the issuance of not more than 22 000 000 'A' shares of one Swiss franc (SFr 1.00) each, which shall be fully paid-in, upon the exercise of warrants to be issued by the Company or one of its subsidiaries to holders of 'A' shares (the 'shareholder warrants A'). The transfer of the new 'A' shares to be issued upon exercise of shareholder warrants A shall be subject to the restrictions set forth in Art. 6 I
'B' shares
The share capital of the Company shall further be increased by a maximum aggregate amount of SFr 2 200 000 through the issuance of not more than 22 000 000 'B' shares of one tenth of one Swiss franc (SFr 0.10) each, which shall be fully paid-in, upon the exercise of shareholder warrants to be issued by the Company or one of its subsidiaries to holders of 'B' shares (the 'shareholder warrants B'). The transfer of the new 'B' shares to be issued upon the exercise of shareholder warrants B shall be subject to the restrictions set forth in Art. 6 II.'
Common provisions
Preferential subscription rights of shareholders are excluded for what regards the issuance of 'A' shares and 'B' shares pursuant to this Art. 5a. The Board of Directors shall determine the terms of the shareholder warrants A and of the shareholder warrants B and of the issuance of the new 'A' shares and 'B' shares contemplated in this Art. 5a.
Information on the rationale for the creation of the proposed conditional share capital and the proposed amendment of the Company's articles of association can be found in the information memorandum (the 'Information Memorandum') dated 7 August 2020 established by the Company.
4. Release of the Board of Directors and the Members of the Senior Executive Committee
The Board of Directors proposes that its members and the members of the Senior Executive Committee be released from their liabilities in respect of the business year ended 31 March 2020.
5. Election of the Board of Directors and its Chairman
The Board of Directors proposes that the following members be re-elected on an individual basis to serve for a further term of one year:
5.1 Johann Rupert as a member and as Chairman of the Board in the same vote, 5.2 Josua Malherbe, 5.3 Nikesh Arora, 5.4 Nicolas Bos, 5.5 Clay Brendish, 5.6 Jean Blaise Eckert, 5.7 Burkhart Grund, 5.8 Keyu Jin, 5.9 Jérôme Lambert, 5.10 Ruggero Magnoni, 5.11 Jeff Moss, 5.12 Vesna Nevistic, 5.13 Guillaume Pictet, 5.14 Alan Quasha, 5.15 Maria Ramos, 5.16 Anton Rupert, 5.17 Jan Rupert, 5.18 Gary Saage, and 5.19 Cyrille Vigneron. The Board of Directors further proposes that the following person is elected to the Board for a term of one year: 5.20 Wendy Luhabe.
6. Election of the Compensation Committee
The Board of Directors proposes the re election, on an individual basis, of: 6.1 Clay Brendish, 6.2 Keyu Jin, 6.3 Guillaume Pictet and 6.4 Maria Ramos to the Compensation Committee for a term of one year. If he is re elected, then Clay Brendish will be appointed Chairman of the Compensation Committee.
7. Re-election of the Auditor
The Board of Directors proposes that PricewaterhouseCoopers be reappointed for a further term of one year as auditor of the Company.
8. Election of the Independent Representative
The Board of Directors proposes the election of the firm Etude Gampert Demierre Moreno, Notaires, as independent representative of the shareholders for a term of one year.
9. Votes on the aggregate amounts of the compensation of the Board of Directors and the Executive Management
9.1 Approval of the maximum aggregate amount of compensation of the members of the Board of Directors
The Board of Directors proposes the approval of a maximum aggregate amount of compensation of CHF 6 680 000 for the members of the Board of Directors for the period from the closing of this AGM through to the 2021 AGM.
The proposed amount includes fixed compensation, attendance allowances and employers' social security contributions.
9.2 Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee
The Board of Directors proposes the approval of a maximum aggregate amount of the fixed compensation of CHF 15 800 000 for the members of the Senior Executive Committee for the business year ended 31 March 2022.
This maximum amount includes fixed compensation and employers' social security contributions.
9.3 Approval of the maximum aggregate amount of variable compensation of the members of the Senior Executive Committee
The Board of Directors proposes the approval of the aggregate variable compensation of the members of the Senior Executive Committee in an amount of CHF 38 334 000 for the business year ended 31 March 2020.
The components of the variable compensation, which includes short and long term incentives, are detailed in the Company's Compensation Report and include employers' social security contributions. Following a change in the presentation of short-term incentives, this amount includes both short-term incentives paid in May 2019 and those awarded for performance in the year ended 31 March 2020, which were paid in 2020.
The financial statements of the Group and of the Company, the directors' report, the compensation report, the related reports of the auditor for the year ended 31 March 2020, which are all contained in the Richemont Annual Report and Accounts 2020, as well as the Information Memorandum, will be available for inspection at the registered office of the Company from 7 August 2020 onwards. Printed versions of all such documents will be sent to shareholders upon request. The Richemont Annual Report and Accounts 2020, as well as the Information Memorandum, are also available on the Company's website at www.richemont.com/investor-relations/reports.
Pursuant to Article 27 of the Ordinance 3 of the Swiss Federal Council 'on Measures to Combat the Coronavirus (COVID-19)' of 19 June 2020, shareholders will not be allowed to attend the meeting in person, and will be required to exercise their rights through the Company's independent representative.
Shareholders entered in the share register, with the right to vote, by Monday 31 August 2020 at 5.00 pm, are entitled to exercise their rights at the Annual General Meeting. Shareholders registered by that date will receive their proxy cards (by priority mail). The duly completed proxy card or a corresponding notification must reach either the Company's registrar, Computershare Schweiz AG ('Computershare'), Baslerstrasse 90, P.O. Box, 4601 Olten, or the independent representative of the shareholders, the firm Etude Gampert Demierre Moreno, Notaires, 19 rue General-Dufour, case postale 5326, 1211 Geneva 11, Switzerland, not later than Friday 4 September 2020. Proxy forms or notifications arriving after that date will not be taken into consideration.
Compagnie Financière Richemont SA further provides the possibility to shareholders to vote online. Shareholders may digitally despatch their voting instructions to the independent representative using Computershare's Investor Portal. Personal log in keys and detailed instructions regarding the portal will be sent with the invitations to the AGM.
Personal data processing
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders (name, address, contact details, number of shares held, voting instructions) in the context of the meeting in accordance with applicable data protection laws. The Company processes such personal data in order to comply with the legal obligation of holding such a meeting. Such personal data will be used for the purposes of analysing and administering the attendance and voting process in connection with the meeting, as set out in this convening notice, and will be transferred to third parties assisting in the administration of the voting process. You have the right to ask for access to any information that we hold about you and to correct any inaccuracies. For further details on how we process your information and for details of who you can contact for further information or to exercise your rights, please refer to the Privacy Policy found at www.richemont.com/.
For the Board of Directors:
Johann Rupert Burkhart Grund
Chairman Chief Finance Officer
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
12 August 2020
Date: 12-08-2020 07:30:00
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