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Richemont publishes the notice of meeting for its 2025 AGM
Compagnie Financiere Richemont SA
"Richemont" or the "Company" or the "Group"
(Incorporated in Switzerland)
Share code: CFR
ISIN: CH00210483332
RICHEMONT PUBLISHES THE NOTICE OF MEETING FOR ITS 2025 AGM
Compagnie Financiere Richemont SA announces the agenda of its 2025 Annual General Meeting. The Notice of Meeting is set forth below.
The salient dates and times for South African shareholders (as defined below) in respect of the annual general meeting are as follows:
Record date in order to be eligible to receive proxy materials Friday, 1 August
Proxy materials distributed to SA shareholders Monday, 11 August
Last day to trade in order to be eligible to exercise rights at the Annual General Meeting Tuesday, 26 August
Record date in order to be eligible to exercise rights at the Annual General Meeting Friday, 29 August
Voting instructions to be submitted to Strate by close of business on Wednesday, 3 September
Annual General Meeting to be held at 10:00 on Wednesday, 10 September
Publication of the results of the Annual General Meeting on Wednesday, 10 September
RICHEMONT
NOTICE OF MEETING
The Annual General Meeting ('AGM') of shareholders of Compagnie Financiere Richemont SA (the 'Company') will be held on Wednesday,
10 September 2025 at 10:00 Swiss time at Hotel InterContinental, chemin du Petit-Saconnex 9, 1209 Geneva, Switzerland.
Agenda
1. Annual Reports
1.1 Consolidated financial statements, financial statements and directors' report
The Board of Directors proposes that the General Meeting approve the consolidated financial statements of the Group, the financial statements of
the Company and the directors' report for the business
year ended 31 March 2025.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting has authority to approve the consolidated financial
statements of the Group, the financial statements of the Company and the directors' report. In its reports to the General Meeting, the Auditor of
the Company for the business year ended 31 March 2025, PricewaterhouseCoopers SA, recommends that the consolidated financial statements of the
Group and the financial statements of the Company be approved.
1.2 Non-financial report
The Board of Directors proposes that the General Meeting approve the non-financial report of the Group for the business year ended 31 March 2025.
Explanation: Under Swiss law, the General Meeting has authority to approve the report on non-financial matters. The non-financial report of
the Group covers amongst other topics, the Richemont sustainability management approach as well as reporting on material environmental,
social and governance ('ESG') topics prepared in accordance with the Global Reporting Initiative ('GRI') Standards (2021). The non-financial report
of the Group has been prepared in accordance with the reporting disclosure requirements set forth in Articles 964a to 964c of the
Swiss Code of Obligations.
2. Appropriation of profits
On 31 March 2025, the retained earnings available for distribution to shareholders amounted to CHF 6 663 914 402. The Board of Directors proposes
that an ordinary dividend of CHF 3.00 be declared with respect to each 'A' share in the Company and of CHF 0.30 with respect to each 'B' share in
the Company. This represents a total dividend payable of CHF 1 774 020 894, subject to a waiver by Richemont Employee Benefits Limited,
a wholly-owned subsidiary, of its entitlement to receive dividends on an estimated 3 million 'A' shares held in treasury. In addition,
the Board of Directors proposes that the remaining available retained earnings of the Company at 31 March 2025, after payment of the dividend,
be carried forward to the following business year.
The dividend will be declared in Swiss francs. Shareholders who hold their 'A' shares through Central Securities Depository Participants ('CSDPs')
connected to Strate, the South African Central Securities Depository ('South African shareholders'), will however, receive dividends in
South African rands. The rand amount of the dividend will be based on the exchange rate indicated in the announcement published through
the South African news service 'SENS' on or about Wednesday, 10 September 2025, which will be deemed the dividend finalisation date for the purpose
of the listing rules of the Johannesburg Stock Exchange.
The dividend declared will be paid at a date determined by the Board of Directors, which is expected to be on or about Monday, 22 September 2025
for shareholders other than South African shareholders and Monday, 29 September 2025 for the South African shareholders.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting has authority to decide on appropriation of profits,
in particular to declare dividends.
As a Swiss company, the Company declares dividends in Swiss francs. The Company will however, convert into rand the Swiss francs dividends that
are to be paid to shareholders who hold their 'A' shares through CSDPs connected to Strate, using an exchange rate to be provided on the dividend
finalisation date. These dividends will then be paid through Strate.
3. Release of the members of the Board of Directors and Senior Executive Committee
The Board of Directors proposes that its members and the members of the Senior Executive Committee be released from liability for their management
of the Company in respect of the business year ended 31 March 2025.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting has authority to release members of
the Board of Directors and Senior Executive Committee from liability for their management of the Company in respect of the prior business year.
The release approved by the General Meeting is effective with respect to disclosed facts. Individuals who have been involved in the management
of the Company are not entitled to take part in that vote.
4. Designation of the representative of the 'A' shareholders for the election to the Board of Directors The Board of Directors proposes that
Wendy Luhabe be designated as representative of the 'A' shareholders for the election to the Board of Directors.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the holders of the 'A' shares and of the 'B' shares each have the right
to appoint one representative for the election to the Board of Directors. As has been the case since 2022, the Board of Directors has resolved to
put the appointment of the representative of the holders of the 'A' shares on the agenda of the Company's AGM. Only holders of 'A' shares will be
entitled to vote on this agenda item. If there is more than one candidate at the AGM, the candidate with the highest number of votes will be
designated as representative of the 'A' shareholders for the election to the Board of Directors.
5. Election of the Board of Directors and its Chairman
The Board of Directors proposes that the following members be re-elected on an individual basis to serve for a further term of one year expiring
at the end of the 2026 AGM:
5.1 Johann Rupert as a member and as Chairman of the Board of Directors in the same vote, 5.2 Bram Schot, 5.3 Nikesh Arora, 5.4 Nicolas Bos,
5.5 Fiona Druckenmiller, 5.6 Burkhart Grund, 5.7 Keyu Jin, 5.8 Wendy Luhabe, 5.9 Josua Malherbe, 5.10 Jeff Moss, 5.11 Vesna Nevistic,
5.12 Anton Rupert, 5.13 Gary Saage, 5.14 Patrick Thomas and 5.15 Jasmine Whitbread.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must elect both existing and new directors
individually at each AGM.
6. Election of the Compensation Committee
The Board of Directors proposes the re-election, on an individual basis, of: 6.1 Fiona Druckenmiller, 6.2 Keyu Jin, 6.3 Bram Schot and
6.4 Jasmine Whitbread to the Compensation Committee for a term of one year expiring at the end of the 2026 AGM. If he is re-elected,
Bram Schot will be re-appointed Chairman of the Compensation Committee.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must elect both existing and new members
of the Compensation Committee individually at each AGM.
7. Election of the Auditor
The Board of Directors proposes that KPMG SA be appointed for a term of one year as auditor of the Company.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting has authority to elect the Company's Auditor.
Under the Company's Articles of Incorporation, the term of office is of one year. As announced by the Company on 29 November 2024,
KPMG SA has been selected as the proposed new Auditor following a comprehensive tender process led by the Company's Audit Committee. If appointed,
KPMG SA will act as Auditor as from the business year ended 31 March 2026.
8. Re-election of the Independent Representative
The Board of Directors proposes the re-election of the firm Etude Gampert Demierre Moreno, Notaires, as independent representative of
the shareholders for a term of one year expiring at the end of the 2026 AGM.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must elect the independent representative of
the shareholders at each AGM.
9. Votes on the maximum aggregate amounts of the compensation of the Board of Directors and Executive Management
9.1 Approval of the maximum aggregate amount of compensation of the members of the Board of Directors The Board of Directors proposes the
approval of a maximum aggregate amount of compensation of CHF 8 400 000 for the members of the Board of Directors for the period from the
closing of this AGM through to the 2026 AGM.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must approve the maximum aggregate amount of
compensation of the members of the Board of Directors until the next AGM. The proposed amount includes fixed compensation, attendance allowances
and employers' social security contributions.
9.2 Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee
The Board of Directors proposes the approval of a maximum aggregate amount of fixed compensation of CHF 18 380 000 for the members of the
Senior Executive Committee for the business year ended 31 March 2027.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must approve the maximum aggregate amount of fixed
compensation of the members of the Senior Executive Committee for the following business year. This maximum amount includes fixed compensation and
employers' social security contributions.
9.3 Approval of the aggregate amount of variable compensation of the members of the Senior Executive Committee
The Board of Directors proposes the approval of the aggregate variable compensation of the members of the Senior Executive Committee in an amount
of CHF 30 640 000 for the business year ended 31 March 2025.
Explanation: Under Swiss law and the Company's Articles of Incorporation, the General Meeting must approve the maximum aggregate amount of variable
compensation of the members of the Senior Executive Committee for the preceding business year. The components of the variable compensation,
which includes short- and long-term incentives, are detailed in the Company's Compensation Report and include employers'
social security contributions.
Organisational matters
The financial statements of the Group and of the Company, the directors' report, the compensation report and the reports of the Auditor for the
year ended 31 March 2025, are all contained in the Annual Report and Accounts 2025. The Annual Report and Accounts 2025 and the non-financial
report 2025 were made available for download from the Richemont website on 5 June 2025 at
www.richemont.com/en/home/investors/results-reports-presentations.
Shareholders other than South African shareholders (as defined above, to whom the following paragraph applies) will be entitled to exercise their
rights at the AGM if they are recorded with the right to vote in the share register maintained by the Company's registrar, Computershare Schweiz AG
('Computershare') as of Monday, 1 September 2025 at 17:00 Swiss time. Shareholders who cannot attend the meeting in person can exercise their voting
rights by proxy, by completing the proxy card provided by the Company or a corresponding notification. The proxy cards or notifications must reach
either Computershare, Baslerstrasse 90, P.O. Box, 4601 Olten, or the independent representative of the shareholders, the firm
Etude Gampert Demierre Moreno, Notaires, 19 rue General-Dufour, case postale 5326, 1211 Geneva 3, Switzerland, not later than Friday,
5 September 2025. Proxy cards or notifications arriving after that date will not be taken into consideration. Shareholders also have the possibility
to despatch their voting instructions to the independent representative using Computershare's online portal www.gvote.ch. Personal log-in keys and
further instructions regarding the portal will be sent to registered shareholders with the proxy cards. Shareholders who have exercised their voting
rights by instructing the independent representative will not be delivered an admission card.
South African shareholders will be entitled to exercise their rights at the AGM with respect to the 'A' shares that they hold as of Friday,
29 August 2025 at 17:00 South Africa Standard Time. South African shareholders who wish to attend the AGM in person or by proxy must advise their
broker or CSDP (as defined above), which will issue the letters of representation that will allow the relevant South African shareholders or
designated proxies to attend and vote at the AGM. South African shareholders who cannot attend the meeting in person but wish to exercise their
voting rights by proxy will have the opportunity to do so by using the proxy forms provided by their broker or CSDP.
Personal data processing
Shareholders are informed that the Company, as controller, processes the personal data of the shareholders (name, address, contact details,
number of shares held, voting instructions) in the context of the meeting in accordance with applicable data protection laws. The Company processes
such personal data in order to comply with the legal obligation of holding such a meeting. Such personal data will be used for the purposes
of analysing and administering the attendance and voting process in connection with the meeting, as set out in this convening notice, and will be
transferred to third parties assisting in the administration of the voting process. Shareholders have the right to ask for access to any information
that the Company holds about them and to correct any inaccuracies. For further details on how the Company processes shareholders' information and for
details of who shareholders can contact for further information or to exercise their rights, please refer to the Privacy Policy found at
www.richemont.com/.
For the Board of Directors:
Johann Rupert Burkhart Grund
Chairman Chief Finance Officer
Bellevue, Geneva, 16 July 2025
Richemont 'A' shares are listed on the SIX Swiss Exchange, Richemont's primary listing, and are included in the Swiss Market Index ('SMI')
of leading stocks. Richemont 'A' shares are listed on the Johannesburg Stock Exchange, Richemont's secondary listing.
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 16-07-2025 07:30:00
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