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Richemont notice of meeting
Compagnie Financière Richemont SA
Depositary Receipts issued by Richemont Securities SA ("Richemont Securities" or the "Company")
(Incorporated in Switzerland)
ISIN: CH0045159024
Depositary Receipt Code: CFR
R I C H E M O N T
N O T I C E O F M E E T I N G
The Board of Directors of Compagnie Financière Richemont SA (the 'Company') is hereby convening an extraordinary general meeting ('EGM') of shareholders, which will be held at 10 a.m. at the registered office of the Company, Chemin de la Chênaie 50, 1293 Bellevue, Geneva, Switzerland on Tuesday, 17 November 2020.
Agenda
Creation of a conditional share capital
The Board of Directors proposes to create a conditional capital having a maximum aggregate amount of CHF 24 200 000 allowing the Company to issue not more than 22 000 000 'A' shares and not more than 22 000 000 'B' shares upon exercise of shareholder warrants to be issued by the Company or one of its subsidiaries, and to amend the articles of association of the Company to that effect as follows:
5a. Conditional Share Capital
'A' shares
The share capital of the Company can be increased by a maximum aggregate amount of SFr 22 000 000 through the issuance of not more than 22 000 000 'A' shares of one Swiss franc (SFr 1.00) each, which shall be fully paid-in, upon the exercise of warrants to be issued by the Company or one of its subsidiaries to holders of 'A' shares (the 'shareholder warrants A'). The transfer of the new 'A' shares to be issued upon exercise of shareholder warrants A shall be subject to the restrictions set forth in Art. 6 I.
'B' shares
The share capital of the Company can further be increased by a maximum aggregate amount of SFr 2 200 000 through the issuance of not more than 22 000 000 'B' shares of one tenth of one Swiss franc (SFr 0.10) each, privileged as to voting rights, which shall be fully paid-in, upon the exercise of shareholder warrants to be issued by the Company or one of its subsidiaries to holders of 'B' shares (the 'shareholder warrants B'). The transfer of the new 'B' shares to be issued upon exercise of shareholder warrants B shall be subject to the restrictions set forth in Art. 6 II.
Common provisions
Preferential subscription rights of shareholders are excluded for what regards the issuance of 'A' shares and 'B' shares pursuant to this Art. 5a. The Board of Directors shall determine the terms of the shareholder warrants A and of the shareholder warrants B and of the issuance of the new 'A' shares and 'B' shares contemplated in this Art. 5a.
Information on the rationale for the creation of the proposed conditional share capital and the proposed amendment of the Company's articles of association can be found in the information memorandum (the 'Information Memorandum') dated Monday, 19 October 2020 established by the Company.
The Information Memorandum is available on the Company's website at www.richemont.com/investor-relations/reports from Monday, 19 October 2020 onwards.
Pursuant to Article 27 of the Ordinance 3 of the Swiss Federal Council 'on Measures to Combat the Coronavirus (COVID-19)' of 19 June 2020, as amended, shareholders will not be allowed to attend the meeting in person, and will be required to exercise their rights through the Company's independent representative.
Shareholders entered in the share register, with the right to vote, by Friday, 9 October 2020 were entitled to receive this Notice of Meeting. Shareholders entered in the share register, with the right to vote, by Monday 9 November 2020 at 5.00 pm, are entitled to exercise their rights at the EGM.
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. You have the right to ask for access to any information that we hold about you and to correct any inaccuracies. For further details on how we process your information and for details of who you can contact for further information or to exercise your 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, 19 October 2020
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 19-10-2020 07:30:00
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