Capital Structure

Compagnie Financière Richemont SA is domiciled in Switzerland with its registered office at:
50 chemin de la Chênaie
1293 Bellevue Geneva
Switzerland

Shares

There are 522 000 000 ‘A’ bearer shares, with a par value of CHF 1.00 each, and 522 000 000 ‘B’ registered shares, with a par value of CHF 0.10 each, in issue. Richemont ‘A’ bearer shares are listed and traded on the SIX Swiss Exchange. The ‘B’ registered shares are not listed and are held by Compagnie Financière Rupert.

The ISIN of Richemont ‘A’ shares is CH0045039655 and the Swiss ‘Valorennummer’ is 4.503.965.

At 31 March 2009, Richemont’s market capitalisation, based on a closing price of CHF 17.78 per 'A' share and a total of 522 000 000 ‘A’ shares in issue, was CHF 9 281 million. The overall valuation of the Group at the year end, reflecting the value of both the listed ‘A’ shares and the unlisted ‘B’ shares, was CHF 10 209 million.

Dividend

In respect of the financial year ended 31 March 2009, a dividend of CHF 0.30 per share was proposed and subsequently paid in September 2009.

Share buy-back programmes

Over the course of the period from March 1999 to 31 March 2009, the Group repurchased a total of 38 202 818 ‘A’ units and shares through the market in support of share-based compensation schemes for executives. These purchases were partly offset by the exercise of executive stock options over the period. Details of the Group’s stock option plan are set out in section 5 of the 2009 Corporate Governance Report and in note 34 to the consolidated financial statements on page 103 of the Annual Report 2009.

As at 31 March 2009, the Group held 17 529 155 'A' shares in Treasury and over-the-counter call options to purchase a further 13 612 223 'A' shares. On 13 May 2009, the Board approved the buy-back of a further 5 400 000 'A' shares..

Voting rights

Holders of Richemont shares may attend and vote at meetings of shareholders of Compagnie Financière Richemont SA. They may attend in person or may appoint the Company or a third party to represent them at the meeting. There is no limit on the number of shares that may be held by any given party nor any restriction on the voting rights attaching to those shares.

Richemont ‘B’ shares, which represent 9.1 per cent of the Group’s equity, control 50 per cent of the votes at meetings of shareholders of Compagnie Financière Richemont SA. The ‘B’ registered shares are entirely held by Compagnie Financière Rupert.

In accordance with Swiss company law, certain resolutions relating to the objects of the Company, its capital structure, the transfer of its registered office or its dissolution require the approval of two-thirds of the shares represented and an absolute majority of the nominal share capital.

Statutory quorums

The general meeting of shareholders of Compagnie Financière Richemont SA is the ultimate decision-making forum of the Company. Resolutions of the general meeting are generally passed by an absolute majority of the votes represented at the meeting. As detailed above, certain resolutions may require the approval of two-thirds of the shares represented at the meeting and an absolute majority of the nominal share capital.

South African Depository Receipts

Richemont Securities AG, an entity jointly owned by Compagnie Financière Richemont SA and Reinet Fund SCA, acts as Depository for the issuance, transfer and cancellation of Richemont South African Depository Receipts (‘DRs’), which are traded on the Johannesburg stock exchange operated by JSE Limited. DRs trade in the ratio of ten DRs to each Richemont ‘A’ share. The terms and conditions applicable to DRs are set out in the Deposit Agreement entered into between Richemont Securities AG, as Depository, and Compagnie Financière Richemont SA as issuer.

In its capacity as Depository, Richemont Securities AG holds one ‘A’ share in safe custody for every ten DRs in issue. Richemont Securities AG’s interest in the ‘A’ shares that it holds is therefore non-beneficial.

Dividends received by Richemont Securities AG are payable in rand to South African residents. Dividends are converted upon receipt by Richemont Securities AG and remitted to the holders of DRs. Non-South African resident holders of DRs may receive the dividends in euros, subject to their residence status.

Holders of DRs issued by Richemont Securities AG are not entitled to attend the shareholders’ meeting of Compagnie Financière Richemont SA or to vote in person. Rather, DR holders are canvassed as to their voting instructions by Richemont Securities AG, which then represents the holders as their proxy at the Annual General Meeting.

Transferability of shares

Richemont’s listed ‘A’ shares are issued in bearer form. Accordingly, there is no register of shareholdings and there are no restrictions on transfers of share holdings.

Transfers of the unlisted ‘B’ registered shares in Compagnie Financière Richemont SA, which are held solely by Compagnie Financière Rupert, must be approved by the Board of Directors of the Company.

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