Annual Report 2017

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Rothschild & Co | Annual Report 2017 55
1. Overview
4. Financial statements
3.
Management report
2. Business review
1.3.2 Terms and conditions of shareholders’
attendance at General Meetings
Decisions are adopted by Limited Partners during General Meetings of
shareholders by a simple majority of the votes for ordinary decisions,
and by a majority of two thirds of the votes for extraordinary decisions.
General Meetings are convened by the Managing Partner or by the
Supervisory Board and decisions are made, in the conditions provided
for by law, by a simple majority of the votes of shareholders attending
or represented at the meeting in the case of Ordinary General Meetings,
and by a two-thirds majority of the votes of shareholders attending or
represented at the meeting in the case of Extraordinary General Meetings.
General Meetings are held at the registered office or any other place
indicated in the notice of meeting. General Meetings are chaired by the
Company’s Managing Partner or, with the agreement of the Company’s
Managing Partner, by the Chairman of the Supervisory Board; failing this,
the General Meeting elects its chairman.
In compliance with Article 11 of the Company’s articles of association,
any shareholder or holder of voting right certificates is entitled to attend
General Meetings in accordance with the conditions provided for by law
and by the articles of association. These persons may send their proxy
forms or mail voting forms concerning any General Meeting in paper format
or electronically. The Managing Partner has the power to accept any proxy
form, voting form or shareholding certificate received or presented to the
General Meeting. By decision of the Company’s Managing Partner to use
such telecommunication methods, indicated as such in the notice of
meeting or invitation to attend, shareholders and holders of voting right
certificates who attend and vote at General Meetings of shareholders by
videoconference or any other telecommunication must enable their identity
to be verified in order to be deemed to be present at the meeting for the
purposes of quorum and majority.
In case of division of ownership of shares or voting right certificates, the
voting rights attached to the shares or the voting right certificates belong
to the bare owners (nus-propriétaires), except for decisions on the allocation
of income, which belongs to the beneficial owners (usufruitiers).
More details on the terms and conditions of shareholders’ attendance at
Rothschild & Co’s General Meetings are provided to shareholders in the
notice of meeting to be published on the Company’s website prior to the
General Meeting in accordance with the law.
2 Information on the share capital
2.1 Composition of the share capital
As at 31 December 2017, the Company’s share capital was divided
into 77,262,472 ordinary shares and 145,040 investment certificates.
Moreover, 145,040 voting right certificates, not included in the share
capital, were also in existence. A whole share is automatically consolidated
by combining an investment certificate with a voting right certificate.
During the 2017 financial year (i.e. period from 1 April 2017 to
31 December 2017), three authorised share capital increases
were implemented:
• in the framework of the 2013 Equity Scheme (as this term is defined
under Section 2.3.2) and the delegation of authority granted by the
shareholders to the Company’s Managing Partner, the latter decided
on 21 July 2017 to authorise the issue of 32,500 shares following the
exercise of 32,500 stock options;
• in the framework of the 2013 Equity Scheme and the delegation of
authority granted by the shareholders to the Company’s Managing
Partner, the latter decided on 30 November 2017 to authorise the issue
of 65,000 shares following the exercise of 65,000 stock options; and
• in the framework of the 2013 Equity Scheme and the delegation of
authority granted by the shareholders to the Company’s Managing
Partner, the latter decided on 29 December 2017 to authorise the issue
of 20,000 shares following the exercise of 20,000 stock options.
In addition, during this financial year, Rothschild & Co acquired 145,040
voting certificates on 22 December 2017, so it held on 31 December 2017,
the last remaining 145,040 voting certificates and the last remaining
145,040 investment certificates in circulation. The Managing Partner of
the Company decided on 15 January 2018 to form 145,040 new shares by
consolidation of these 145,040 voting right certificates, with the 145,040
investment certificates already owned by Rothschild & Co.
2.2 Voting rights
As at 31 December 2017, the total number of voting rights was as follows:
Total number of voting rights 31/12/2017
Exercisable 121,764,623
Theoretical(1) 124,121,787
(1) The total number of theoretical voting rights includes voting rights attached to shares without
the capacity to exercise the voting rights attached to them pursuant to the applicable legal
or regulatory provisions. The shares concerned are treasury shares and controlling shares.
Pursuant to applicable legal and regulatory provisions, the crossing upwards of voting rights
thresholds provided for by law or by the articles of association must be calculated based on
the total number of theoretical voting rights, as made public by Rothschild & Co every month.
Each month, the Company issues a report on the total number of shares
and voting rights comprised in the share capital which is available on its
website under Section “Regulated Information”).
Each share and voting right certificate is entitled to one voting right at
the General Meetings. However, Article 11.1 of the Company’s articles of
association provides that, as from the General Meeting of shareholders
on 8 June 2012, the holder of any fully paid share, held in the form of
registered shares for at least two years in the name of a single holder,
shall be entitled to two voting rights per share, without any limitation.
In case of capital increase, by incorporation of reserves, benefits or issue
premiums, the double voting right is, as from the issuance date, attributed
to the registered shares allocated to a shareholder as a consequence of
former shares for which he benefits from a double voting right.
In the event of any transfer following inheritance, liquidation of marital
property between spouses, or donation inter vivos in favour of a spouse
or relative entitled to inherit, the right remains acquired and the period
referred to above is not interrupted. The double voting right is cancelled
ipso jure on any share transferred for any other cause.
In case of division of shares and voting right certificates’ ownership,
the voting right attached to the share or to the voting right certificate is
exercised by the bare owner (nus-propriétaire ), except on decisions relating
to the appropriation of income, where it is exercised by the beneficial owner
(usufruitier).
2.3 Securities granting access to share capital
2.3.1 Background and legal framework
The Managing Partner is authorised by Rothschild & Co’s shareholders to
grant stock options for the benefit of the senior employees and executive
corporate officers of the Company and its subsidiaries.
Beyond the mere use of the legal authority to implement stock-options
plans, the Company also wanted to promote the convergence of interests
of the stock-options beneficiaries with the controlling family shareholder as
well as other shareholders.