Annual General MeetingMinutes of the twenty first ordinary general meeting of shareholders,held at the Mandarin Oriental Hotel, Quai Turrettini 1, 1201 Geneva on 9 September 2009, at 2.00 p.m. The Chairman, Mr J P Rupert, welcomed those present. He noted that the General Meeting had been properly convened. He stated that the current members of the Board of Directors, with the exception of Lord Renwick and Mr Simon Murray, were present. The auditors, PricewaterhouseCoopers, were represented by Mr David Mason. Maitre Françoise Demierre Morand was welcomed as the independent representative of the shareholders. The Chairman proposed Mr Matthew Kilgarriff as secretary and Ms Britta McKichan and Mr Wolfgang Heimstaedt as tellers. The Chairman noted the presence of shareholders as follows: 89 shareholders or their representatives, representing 742 705 833 votes and equity with a nominal value of CHF 272 905 833 were present or represented. The shares were represented as follows:
In aggregate, 42.28 % of the 'A' bearer shares and 100 % of the 'B' registered shares or 71.14 % of all votes and 47.53 % of the share capital were represented. The absolute majority of all shares represented at the meeting amounted to 371 352 917 votes. The Chairman proposed that all matters to be resolved at the meeting should be dealt with by a show of hands. This was accepted. 1. Approval of the Business Report The reports by PricewaterhouseCoopers on the consolidated financial statements and financial statements of the company itself were noted. In their reports PricewaterhouseCoopers recommended that both the consolidated accounts and those of the company itself should be approved by shareholders. The reports confirmed that the proposed appropriation of retained earnings was in accordance with the law and the company’s statutes. The Directors’ Report, the Group accounts and the accounts of the company itself for the year ended 31st March 2009, which had been made available for inspection at the head office of the company prior to the general meeting, were adopted by a large majority. 2. Appropriation of net profits It was noted that, on 3 September 2009, Richemont Employee Benefits Limited, a wholly-owned subsidiary of the Group, which holds Richemont ‘A’ bearer shares in treasury, formally renounced its right to receive the dividend distribution. This waiver was in respect of the dividends on the 22 857 073 ‘A’ bearer shares it held at the time of the 2009 Annual General Meeting. The Board of Directors proposed that a dividend of CHF 0.30 be paid per Richemont share on the share capital of Compagnie Financière Richemont SA. This is equivalent to CHF 0.30 per ‘A’ bearer share in the Company and CHF 0.03 per ‘B’ registered share in the Company. Taking into account the waiver by Richemont Employee Benefits Limited of its entitlement to a dividend, this represented a total dividend payable of CHF 165 402 878. The dividend would be payable from 14 September 2009. The Board proposed that the remaining available retained earnings of the Company at 31st March 2009 of CHF 1 670 309 826, after payment of the dividend, be carried forward. The proposal by the Board of Directors for the appropriation of retained earnings of Compagnie Financière Richemont SA was adopted by a large majority. 3. Release of the Board of Directors from liability for the past year The Board of Directors was duly discharged. 4. Election of the Board of Directors The Board proposed the re-election of the following directors on an individual basis for a further term of one year: Johann Rupert Jean-Paul Aeschimann Franco Cologni Lord Douro Yves-André Istel Richard Lepeu Ruggero Magnoni Simon Murray Alain Dominique Perrin Norbert Platt Alan Quasha Lord Renwick of Clifton John Peter Rupert Jürgen Schrempp Martha Wikstrom. The re-election of the previous members of the Board of Directors was approved in each case by a large majority. 5. Election of the Auditors As proposed by the Board, PricewaterhouseCoopers, Geneva was re-elected as Group Auditor and as auditor of the financial statements of the company for a term of one year. 6. Other business No other matters were raised for discussion at the meeting. The meeting closed at 3.00 p.m. Geneva, 9 September 2009
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