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

In issue there are 522 000 000 ‘A’ bearer shares, with a par value of CHF 1.00 each, and 52 200 000 ‘B’ registered shares, with a par value of CHF 0.10 each. Richemont ‘A’ bearer shares are listed on the SIX Swiss Exchange and traded on SWX Europe, whilst the ‘B’ registered shares are not listed and are held by Compagnie Financière Rupert, as detailed above.

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

At 31 March 2008, Richemont’s market capitalisation, based on a closing price of CHF 55.70 per former unit and a total of 522 000 000 ‘A’ equity shares in issue, was CHF 29 075 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 31 983 million. The ISIN of Richemont ‘A’ units was CH0012731458 and the Swiss ‘Valorennummer’ was 1273145. Further details of the former unit structure can be found in note 16 to the consolidated financial statements on page 94 of the Annual Report 2008, available on the website.

Dividend

In respect of the financial year ended 31 March 2008, a dividend of € 0.78 per unit was paid jointly by Richemont SA, Luxembourg – which paid € 0.72 per unit – and Compagnie Financière Richemont SA – which paid € 0.06 per unit.

Share buy-back programmes

Prior to the reconstruction of the Group on 20 October 2008, share in Compagnie Financière Richemont SA were indivisibly twinned with participation certificates issued by Richemont SA, Luxembourg to form units.

Over the course of the period from March 1999 to 31 March 2008, the Group has repurchased a total of 32 845 960 ‘A’ shares through the market in support of share-based compensation schemes for executives.

In February 2004, the Board of Compagnie Financière Richemont SA approved the buy-back of a further 10 000 000 shares over the period to February 2006. That programme was subsequently extended to February 2008.

During the year under review, the Group repurchased 3 000 000 ‘A’ shares through the exercise of over-the-counter call options; these purchases are reflected in the aggregate figure of 32 845 960 shares referred to above. Taking into account the exercise of options by executives during the course of the year, the balance of ‘A’ shares held in treasury at 31 March 2008 was 13 143 475 shares.

During the year under review, the Group continued to hedge its obligations under the Richemont share-based compensation scheme by purchasing over-the-counter call options over 3 523 077 shares. During the year, executives exercised options over 2 697 893 shares. Details of the Group’s stock option plan are set out in section 5 of the Annual Report 2008 and in note 32 to the consolidated financial statements on page 110 of the Annual Report 2008.

The operating expense charged to the income statement in respect of the fair value of options granted to executives during the year under review is set out under the heading ‘Stock option plan’ on page 64 of this report. When ‘A’ shares are bought back, a reserve for treasury shares, equal to the cost value of shares purchased in the market, is established as an element of shareholders’ equity in the consolidated balance sheet. As shares are sold as a consequence of the exercise of options by executives, the reserve is correspondingly reduced.

During the year under review, the reserve for treasury shares increased by a net € 4 million as a consequence of the repurchase of ‘A’ shares, as described above, largely offset by the exercise of options by executives and the consequent delivery of ‘A’ shares from the Group to those executives. Further details are given in note 16 to the consolidated financial statements on page 95 of the Annual Report 2008.

On 21 May 2008, the Board of Compagnie Financière Richemont SA approved the buy-back of a further 10 000 000 ‘A’ shares through the market over the period to May 2010. The 10 million ‘A’ shares represent 1.74 per cent of the capital of the Group and 0.96 per cent of the voting rights of Compagnie Financière Richemont SA.

Following the reconstruction of the Group in October 2008, the authorisation to acquire 10 000 000 ‘A’ units became an authorisation to acquire 10 000 000 ‘A’ shares in Compagnie Financière Richemont SA.

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 ‘A’ and ‘B’ shares have equal rights to share in dividends and capital. As a consequence, however, of the differing nominal values of the ‘A’ and ‘B’ shares in Compagnie Financière Richemont SA, each ‘B’ share conveys the right, in normal circumstances, to ten votes at meetings of shareholders of Compagnie Financière Richemont SA, whereas each ‘A’ share conveys the right to one vote at such a meeting. Richemont ‘B’ shares, which represent 9.1 per cent of the Group’s equity, therefore 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, a subsidiary of Compagnie Financière Richemont SA, 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 being effected by the delivery of the relevant share certificate.

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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