Capital Structure

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

Richemont SA is domiciled in Luxembourg with its registered office at:
35 boulevard Prince Henri
L 1724 Luxembourg

Shares and participation certificates

In accordance with the articles of incorporation of both companies, shares issued by Compagnie Financière Richemont SA have been twinned with participation certificates issued by its wholly-owned subsidiary Richemont SA, Luxembourg to form Richemont 'A' and 'B' units. There are 522 000 000 'A' bearer units and 52 200 000 'B' registered units in issue. Richemont 'A' bearer units are listed on the SWX Swiss Exchange and traded on virt-x, whilst the 'B' registered units are not listed and are held by Compagnie Financière Rupert, as detailed above.

Each 'A' bearer share in Compagnie Financière Richemont SA with a par value of CHF 1.00 is twinned with one participation certificate in Richemont SA of no par value to form one Richemont 'A' unit in bearer form. Every ten 'B' registered shares in Compagnie Financière Richemont SA with a par value of CHF 0.10 each are twinned with one registered participation certificate in Richemont SA with no par value to form one 'B' unit, issued in registered form. Further details are given in note 16 to the consolidated financial statements.

Holders of 'A' and 'B' units enjoy equal dividend rights. No changes to the capital structure have been effected over the last three years, ended 31 March 2007.

At 31 March 2007, Richemont's market capitalisation, based on a closing price of CHF 67.95 per unit and a total of 522 000 000 'A' equity units in issue, was CHF 35 470 million. The overall valuation of the Group at the year end, including both the listed 'A' units and unlisted 'B' units, was CHF 39 017 million.

The ISIN of Richemont 'A' units is CH0012731458 and the Swiss 'Valorennummer' 1273145.

Dividend

In respect of the financial year ended 31 March 2007, a dividend of € 1.25 per unit has been proposed. This comprises the ordinary dividend of € 0.65 per unit, together with a special dividend of € 0.60 per unit. The ordinary dividend will be paid jointly by Richemont SA, Luxembourg - which will pay € 0.596 per unit - and Compagnie Financière Richemont SA - which will pay € 0.054 per unit. The special dividend will be paid by Richemont SA, Luxembourg.

In respect of the financial year ended 31 March 2006, a dividend of € 0.05 per Richemont unit was paid to unitholders on the share capital of Compagnie Financière Richemont SA. The dividend was paid to holders of ‘A’ and ‘B’ units on 18 September 2006 against presentation of coupon number 6, free of charges but subject to Swiss withholding tax at 35 per cent. This represents a total dividend of € 27 862 265, excluding units held in treasury. The Swiss franc equivalent of this amount, calculated at the exchange rate prevailing as at the time of the Annual General Meeting, was CHF 44 214 629. The remaining available retained earnings of the Company at 31 March 2006, of CHF 752 898 449 after payment of the dividend, has been carried forward.

In addition, a dividend of € 1.05 was paid by Richemont SA, Luxembourg, a wholly-owned subsidiary of Compagnie Financière Richemont SA. This consisted of an ordinary dividend of € 0.55 and a special dividend of € 0.50 per unit and was paid to holders of ‘A’ and ‘B’ units without deduction of withholding taxes or charges, on 18 September 2006, against presentation of coupon number 7.

The total dividend for the year ended 31 March 2006, paid by both entities, was therefore € 1.10 per unit, before deduction of withholding tax.

In respect of the dividend issued by Compagnie Financière Richemont SA, part of the Swiss withholding tax may be recoverable in accordance with the double taxation treaties between Switzerland and the unit holder's country of residence. As in 2005, special arrangements will be made to assist holders of Depository Receipts (DRs) tax resident in South Africa with the withholding tax refund claim process. Details of the procedures to be followed for this purpose will be sent to all DR holders in October 2006, following payment of the DR dividend. DR holders requiring further information about this process may contact the call centre to be operated by the Depository Agent, Computershare Investor Services, from October 2006.

Unit buy-back programmes

Over the course of the period from March 1999 to 31 March 2007, the Group repurchased a total of 29 845 960 'A' units through the market in support of its unit-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 units over the period to February 2006. Of this programme, 5 000 000 units had been purchased up to 31 March 2004 and are reflected in the aggregate figure of 29 845 960 units referred to above.

During the years ended 31 March 2006 and 2007, the Group did not buy back any further units. However, in February 2006, the Board decided to extend its unit buy-back programme for a further two years on the same terms. Following the exercise of options by executives, the balance of 'A' units held in reserve at 31 March 2007 was 12 826 368 units. Details of the Group's stock option plan are set out in section 5 of the Corporate Governance Report and in note 31 to the consolidated financial statements at 31 March 2007.

Voting rights

Shares in Compagnie Financière Richemont SA have been indivisibly twinned with participation certificates issued by Richemont SA, Luxembourg to form Richemont 'A' and 'B' units.

Holders of Richemont units 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 units that may be held by any given party nor any restriction on the voting rights attaching to those units.

The statutes of Richemont SA provide that holders of participation certificates may vote on all issues which have a direct bearing on the participation certificate capital. They may attend in person or may appoint the Company or a third party to represent them at any such meeting. Compagnie Financière Richemont SA holds the entire issued share capital of Richemont SA. Accordingly, participation certificate holders have no right to attend meetings of shareholders of Richemont SA, Luxembourg.

Richemont 'A' and 'B' units 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' unit conveys the right, in normal circumstances, to ten votes at meetings of shareholders of Compagnie Financière Richemont SA, whereas each 'A' unit conveys the right to one vote at such a meeting. Richemont 'B' units, 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 units are entirely held by Compagnie Financière Rupert. In accordance with Swiss company law, certain resolutions relating to the capital structure of the Company, the transfer of its registered office or its dissolution, require the approval of two thirds of the shares represented at the meeting 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.

The Annual General Meeting in respect of the financial year ended 31 March 2007 will be held on 13 September 2007 at the Company's headquarters in Bellevue, Geneva. The agenda for that meeting is set out in the Annual General Meeting section. The notice period and agenda in respect of the meeting follow the requirements of Swiss company law. Holders of a minimum of one million 'A' units, which reflects a holding of 'A' shares in Compagnie Financière Richemont SA with a nominal value of CHF 1 million, may request that an item be placed on the agenda for the meeting. Such requests must be submitted, in writing, at least 20 days in advance of the deadline for publication of the formal notice convening the meeting.

South African Depository Receipts

Richemont Securities SA, a wholly-owned 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 10 DRs to each Richemont 'A' unit. The terms and conditions applicable to DRs are set out in the Deposit Agreement entered into between Richemont Securities SA, as Depository, and Compagnie Financière Richemont SA and Richemont SA, Luxembourg, as issuers.

In its capacity as depository, Richemont Securities SA holds one 'A' unit in safe custody for every 10 DRs in issue. Richemont Securities SA's interest in the 'A' units that it holds is therefore non-beneficial. At 31 March 2007, Richemont Securities SA held 177 707 518 Richemont 'A' units, representing some 34 per cent of the 'A' units, in safe custody in respect of DRs in issue.

Dividends received by Richemont Securities SA are payable in rand to South African residents. Dividends are converted upon receipt by Richemont Securities SA and remitted to the holders of DRs.

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

Transferability of units

Richemont's listed 'A' units are issued in bearer form. Accordingly, there is no register of shareholdings and there are no restrictions on transfers of unit holdings, transfers being effected by the delivery of the relevant unit certificate. Unit certificates embody both the share certificate in respect of Compagnie Financière Richemont SA and the related participation certificate in respect of Richemont SA.

Given this indivisible twinning of shares in Compagnie Financière Richemont SA with participation certificates issued by Richemont SA, which is reflected in the statutes of both companies, a transfer of shares cannot be effected without the corresponding transfer of the related participation 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.