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Minutes of the Annual General Meeting

Minutes of the nineteenth ordinary general meeting of shareholders, held at 50 chemin de la Chênaie, 1293 Bellevue, Geneva on 13 September 2007, at 10.00 am
 
 
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 Mr Alain Dominique Perrin were present. He added that Dr Anson Chan, who was standing for election for the first time, was also absent. 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 Mr Gary Saage and Mr Peter Dickinson as tellers.
 
The Chairman noted the presence of shareholders as follows:
 
138 shareholders or their representatives, representing 751 056 246 votes and equity with a nominal value of CHF 281 256 246 were present or represented.
 
The shares were represented as follows:
 
  • 15 888 450 'A' bearer shares of nominal value CHF 1.- each by an officer of the Company
  • 114 566 899 'A' bearer shares of nominal value CHF 1.- each by a proxy holder appointed by Richemont Securities AG in respect of South African depository receipts
 
  • 67 847 'A' bearer shares of nominal value CHF 1.- each by individual shareholders
  • 95 586 506 'A' bearer shares of nominal value CHF 1.- each by the independent representative
 
  • 2 946 544 'A' bearer shares of nominal value CHF 1.- each by depository agents voting in respect of deposited shares
 
  • 522 000 000 'B' registered shares of nominal value CHF 0.10 by a proxy holder appointed by the shareholders.
 
In aggregate, 43.88 % of the 'A' bearer shares and 100% of the 'B' registered shares or 71.94 % of all votes and 48.98 % of the share capital were represented. The absolute majority of all shares represented at the meeting amounted to 375 528 124 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 2007, 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 10 September 2007, Richemont Employee Benefits Limited, a wholly-owned subsidiary of the Group, which holds Richemont ‘A’ bearer units in treasury, formally renounced its right to receive the dividend distribution. This waiver was in respect of the dividends on the 13 590 524 ‘A’ bearer shares it held in Compagnie Financière Richemont SA and on the 13 590 524 ‘A’ bearer participation units it held in Richemont SA as at the time of the 2007 Annual General Meeting.
 
The Board of Directors proposed that a dividend of € 0.054 be paid per Richemont unit on the share capital of Compagnie Financière Richemont SA. Taking into account the waiver by Richemont Employee Benefits Limited of its entitlement to a dividend, this represents a total dividend payable of € 30 272 912; the Swiss franc equivalent, calculated using the exchange rate prevailing on the morning of the Annual General Meeting was CHF 49 786 831. The dividend would be payable from 17 September 2007. The Board proposed that the remaining available retained earnings of the Company at 31st March 2007 of CHF 1 081 579 829, 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 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.
 
It was further proposed that Mrs Anson Chan be elected to the Board.
 
The Chairman proposed that the vote should be held on an individual basis. The vote was taken on a show of hands for each director.
 
The re-election of the previous members of the Board of Directors, as well as the election of Mr Chan, 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 10.40 a.m.
 
Geneva, 13 September 2007