Corporate Governance

Regulated agreements

To date, only one regulated agreement within the meaning of Article L.225-38 of the French Commercial Code (Code de commerce) is in force.

The table below presents the key information on this agreement:

Contracting parties Rothschild & Co SCA
('Rothschild & Co')
J S HOLDINGS LUXEMBOURG S.À R. L. 
Person indirectly interested

Mr. Adam Keswick (member of the Rothschild & Co Supervisory Board)(1)

Key dates

Date of approval by the Supervisory Board: 22 June 2021

Execution date: 22 June 2021

Settlement and delivery date: 24 June 2021

Purpose of the agreement

Upon the terms and conditions of this share purchase agreement, J S HOLDINGS LUXEMBOURG S.À R. L. irrevocably agrees to sell to Rothschild & Co and Rothschild & Co irrevocably agrees to purchase from J S HOLDINGS LUXEMBOURG S.À R. L. 1,208,138 Rothschild & Co shares(2) as part of its share buyback program (the 'Transaction'). The Transaction occurred by way of an off-market block trade.

The shares so acquired are intended to be used for allocation or sale to employees and corporate officers, in accordance with the authorisation granted by the General Meeting of 20 May 2021 in its 22nd resolution, to meet requirements under the equity schemes and share based remuneration plans of Rothschild & Co. The buyback is financed through Rothschild& Co’s existing financial resources.

 Financial conditions

The purchase price per share equal to €29.30. The Transaction purchase price equal to €35,398,443.40

Other

In accordance with applicable regulations, it is specified that the acquisition price represents approx. 20% of the last annual profit of Rothschild & Co (3)

 

(1)  In light of the positions held by Mr. Adam Keswick within the Jardine’s entities, and notwithstanding the fact that Mr. Keswick does not hold a position within the selling entity itself, Rothschild & Co deems it appropriate as a matter of good governance to subject the Transaction to the authorisation procedure applicable to regulated agreements.

(2) Representing approx. 1.6% of Rothschild & Co share capital as of the Transaction date.

(3) Ratio between the Transaction purchase price (€35,398,443.40) and the annual profit of the Rothschild & Co Group (net income – Group share excluding exceptional items for the 2020 financial year). 

The following regulated agreement was terminated on 14 May 2020:

Contracting parties Rothschild & Co Mrs. Angelika Gifford
(member of Rothschild & Co Supervisory Board)
Person indirectly interested None
Key dates

Date of approval by the Supervisory Board: 17 September 2019

Duration of the agreement: from 1 October 2019 to 20 October 2020, renewable for one year

General meeting approval: 14 May 2020

Termination date: 14 May 2020, i.e. on the date of the resignation of Mrs. Angelika Gifford from her duties as a member of the Supervisory Board

Purpose of the agreement

It is a consultancy agreement on Rothschild & Co strategy relating to IT infrastructure and information security.

The Supervisory Board considered that it was in the interests of the Group to benefit from the professional expertise of Mrs. Angelika Gifford given her current and past senior management positions in IT and information security areas.

Financial conditions

Remuneration: definitive amount to be agreed by the Chairman of the Supervisory Board within the limit of €10,000 per annum

Reimbursement by Rothschild & Co of the reasonable business expenses incurred by Mrs. Angelika Gifford in the performance of her role as consultant

Ratio between the price for the company and the last annual profit: < 0.01% (1)

(1)  This amount corresponds to the ratio of the annual remuneration provided for in the agreement (maximum amount of €10,000 per annum) to the annual profit of the Rothschild & Co Group (net profit - Group share excluding exceptional items for the 2019 financial year).