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Richemont publishes the notice of meeting for its 2023 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 2023 AGM
Compagnie Financiere Richemont SA announces the agenda of its 2023 Annual General Meeting. The (abridged) 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:
2023
Record date in order to be eligible to receive proxy materials Friday, 28 July
Last day to trade in order to be eligible to exercise rights at the Tuesday, 22 August
Annual General Meeting
Record date in order to be eligible to exercise rights at the Friday, 25 August
Annual General Meeting
Voting instructions to be submitted to Strate by close of business on Wednesday, 30 August
Annual General Meeting to be held at 10:00 on Wednesday, 6 September
Publication of the results of the Annual General Meeting on Wednesday, 6 September
R I C H E M O N T
N O T I C E O F M E E T I N G
(ABRIDGED)
This is an abridged version. For the full version of this abridged Notice of Meeting and the proposed amendments to the Articles of Incorporation, please consult:
https://www.richemont.com/investors/shareholder-information/agmegm/
or
https://www.fosc.ch/#!/search/publications
The Annual General Meeting ('AGM') of shareholders of Compagnie Financière Richemont SA (the 'Company') will be held at 10:00 Swiss time at Hotel InterContinental, chemin du Petit-Saconnex 9, 1209 Geneva, Switzerland on Wednesday, 6 September 2023.
Agenda
1. Annual 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 2023.
2. Appropriation of profits
On 31 March 2023, the retained earnings available for distribution to shareholders amounted to CHF 6 336 750 838. The Board of Directors proposes that an ordinary dividend of CHF 2.50 be declared with respect to each 'A' share in the Company and of CHF 0.25 with respect to each 'B' share in the Company. The Board of Directors further proposes that an additional special dividend of CHF 1.00 be declared with respect to each 'A' share and of CHF 0.10 with respect to each 'B' share. This represents a total dividend payable of CHF 2 009 700 000, subject to a waiver by Richemont Employee Benefits Limited, a wholly-owned subsidiary, of its entitlement to receive dividends on an estimated 24 million 'A' shares held in treasury. The Board of Directors proposes that the remaining available retained earnings of the Company at 31 March 2023, 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 Depositary Participants ('CSDPs') connected to Strate, the South African Central Securities Depositary ('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 Tuesday, 12 September 2023, which will be deemed the dividend finalisation date for the purpose of the listing rules of the Johannesburg Stock Exchange.
Dividends declared will be paid at a date determined by the Board of Directors, which is expected to be on or about Friday, 22 September 2023 for shareholders other than South African shareholders and Thursday, 28 September 2023 for the South African shareholders.
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 2023.
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.
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 2024 AGM:
5.1 Johann Rupert as a member and as Chairman of the Board of Directors in the same vote, 5.2 Josua Malherbe, 5.3 Nikesh Arora, 5.4 Clay Brendish, 5.5 Jean-Blaise Eckert, 5.6 Burkhart Grund, 5.7 Keyu Jin, 5.8 Jérôme Lambert, 5.9 Wendy Luhabe, 5.10 Jeff Moss, 5.11 Vesna Nevistic, 5.12 Guillaume Pictet, 5.13 Maria Ramos, 5.14 Anton Rupert, 5.15 Patrick Thomas and 5.16 Jasmine Whitbread.
Guillaume Pictet and Jean-Blaise Eckert have communicated their intention to step down from the Board of Directors as of 31 March 2024.
The Board of Directors further proposes that the following individuals be elected on an individual basis to serve for a term of one year expiring at the end of the 2024 AGM:
5.17 Fiona Druckenmiller and 5.18 Bram Schot.
6. Election of the Compensation Committee
The Board of Directors proposes the re-election, on an individual basis, of: 6.1 Clay Brendish, 6.2 Keyu Jin, 6.3 Guillaume Pictet and 6.4 Maria Ramos, as well as the election, on an individual basis, of: 6.5 Fiona Druckenmiller and 6.6. Jasmine Whitbread to the Compensation Committee for a term of one year expiring at the end of the 2024 AGM. If he is re-elected, Clay Brendish will be re-appointed Chairman of the Compensation Committee.
7. Re-election of the Auditor
The Board of Directors proposes that PricewaterhouseCoopers SA be reappointed for a further term of one year as auditor of the Company.
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 2024 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 8 300 000 for the members of the Board of Directors for the period from the closing of this AGM through to the 2024 AGM.
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 8 000 000 for the members of the Senior Executive Committee for the business year ended 31 March 2025.
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 17 200 000 for the business year ended 31 March 2023.
10. Amendments to the Company's Articles of Incorporation
The proposed amendments to the Company's Articles of Incorporation aim to implement the Swiss corporate law reform of 2020, which became effective in January 2023, take advantage of some of the new possibilities that this reform creates for Swiss listed companies, such as leveraging new technologies for the organisation of board and general meetings and safeguarding the General Meetings' decision-making process, adapt the regime regarding the registration of nominee shareholders to the current size of the Company, and make some miscellaneous clarifications.
The proposed amendments to the Company's Articles of Incorporation are outlined in the Annex to the Notice of Meeting.
Changes to the provisions regarding the Company's shares
10.1 Lowering of the registration threshold for nominees
The Board of Directors proposes that the amendments, deletions or supplements to Article 6.I, paragraph 8, of the Articles of Incorporation, as reflected in the Annex, be approved.
10.2 Curb on empty voting
The Board of Directors proposes that the amendments, deletions or supplements to Article 6.I of the Articles of Incorporation, as reflected in the Annex, other than those relating to paragraph 8 (covered in agenda item 10.1 above) be approved.
Changes to the provisions regarding the Company's General Meetings
10.3 Amendments regarding the organisation of the Company's General Meetings
The Board of Directors proposes that the amendments, deletions or supplements to Articles 11, 12, 14, 15, 16, 17, 18, 19 of the Articles of Incorporation, as reflected in the Annex, be approved.
10.4 Amendments related to general meetings abroad or in virtual form
The Board of Directors proposes that the amendments, deletions or supplements to Article 13 of the Articles of Incorporation, as reflected in the Annex, be approved.
10.5 Changes to the provisions regarding the organisation of the Board of Directors and Senior Executive Committee
The Board of Directors proposes that the amendments, deletions or supplements to Articles 26, 27, 28, 29, 33 and 36 of the Articles of Incorporation, as reflected in the Annex, be approved.
10.6 Miscellaneous changes
The Board of Directors proposes that the amendments, deletions or supplements to Articles 42, 46 and 47 of the Articles of Incorporation, as reflected in the Annex, be approved.
Organisational matters
The financial statements of the Group and of the Company, the directors' report, the compensation report, the related reports of the Auditor for the year ended 31 March 2023, which are all contained in the Richemont Annual Report and Accounts 2023 was made available for download from the Richemont website on 2 June 2023 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, 28 August 2023 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, Switzerland or the independent representative of the shareholders, the firm Etude Gampert Demierre Moreno, Notaires, 19 rue General-Dufour, case postale 5326, 1211 Geneva 11, Switzerland, not later than Friday, 1 September 2023. 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.
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, 25 August 2023. 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, 4 August 2023
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: 04-08-2023 07:30:00
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