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Rothschild & Co | Annual Report 2017
4.2 Shareholders’ Agreement
dated 8 June 2012
The AMF has published the main provisions of this agreement (the
“Rothschild & Co Shareholders’ Agreement”) (AMF Decision & Information
No. 212C0752 dated 13 June 2012 and Decision & Information No.
212C0783 dated 19 June 2012). These are summarised below:
• The shareholders act in concert. They shall use their best endeavours
to reach a consensus as to how they shall vote at each General Meeting
of shareholders of Rothschild & Co. If they fail to reach a consensus,
they undertake to vote in accordance with the recommendations made
by the Chairman of Rothschild Concordia SAS (Mr. David de Rothschild
at the date of this report).
• Each of the shareholders concerned has undertaken to keep at least
the following proportions of the Rothschild & Co shares issued to them
as remuneration for the transfers approved by the General Meeting of
shareholders of 8 June 2012:
–– 100% for the 12 months as from 8 June 2012; and
–– 50% during the subsequent 24-month period.
• In the event of a sale or transfer of Rothschild & Co shares by a
shareholder, Rothschild Concordia SAS has a right of first refusal
(together with a right of substitution, in the exercise of this right by
Rothschild Concordia SAS, by any person it chooses providing said
person acts in concert with it). Rothschild Concordia SAS’s right of first
refusal applies to all Rothschild & Co shares held by any shareholder at
8 June 2012, whether the shares came into the shareholder’s
possession as a result of the transfers approved by the General Meeting
of shareholders of 8 June 2012 or by any other means.
• Rothschild Concordia SAS may exercise its right of first refusal (i.e. the
priority right to acquire shares) in respect of all or part of the shares
concerned, at a price equal to the volume weighted average price of the
Rothschild & Co shares on Euronext Paris during the 20 trading days
preceding the date of notification to Rothschild Concordia SAS by the
shareholder concerned.
• Rothschild Concordia SAS’s right of first refusal shall also apply in the
case of the sale or transfer by a shareholder of preferential subscription
rights, preference rights or share subscription warrants issued or
allocated by Rothschild & Co in the context of a capital increase.
• The shareholders shall receive the totality of the dividends distributed
by Rothschild & Co in respect of the shares they hold and shall dispose
of these amounts freely. However, if these dividends are paid in
Rothschild & Co shares, the shares thus received shall be governed by
the agreement in the same way as the shares in respect of which the
dividend in shares was received.
• The shareholders are free (subject to the legal regulations, particularly
those relating to insider trading) to acquire additional shares in
Rothschild & Co, it being specified that such shares will not be governed
by the agreement and that any shareholders planning to increase their
shareholdings in Rothschild & Co must first:
–– inform the other shareholders in order to assess the impact of the
planned increase on the shareholders’ overall shareholdings in
Rothschild & Co, and
–– if necessary, obtain all derogations to any obligation to make a
tender offer for the Rothschild & Co shares and/or the relevant
authorisations from the supervisory bodies.
It is hereby specified that the Rothschild & Co Shareholders’ Agreement
also provided that the parties to this agreement have a right to give their
shares to their family members or their controlled companies. In case of
transfer, such shares will still be subject to the terms of the Rothschild & Co
Shareholders’ Agreement (including the agreement to act in concert with
respect to those shares).
In this respect, the AMF was informed that Messrs. Eric de Rothschild and
Olivier Pécoux, both members of the family concert, donated, in July 2012,
a part of their Rothschild & Co shares to members of their families, who
also became members of the Enlarged Family Concert upon the AMF having
received notification of the donations. Their adherence to the Rothschild &
Co Shareholders’ Agreement was formalised by the execution of an
amendment to the Shareholders’ Agreement, without modification to its
main terms and conditions.
On 7 January 2015, the AMF was informed of the adherence of Messrs.
Nicolas Bonnault, Laurent Baril, Philippe Le Bourgeois and CD GFA SARL to
the Rothschild & Co Shareholders’ Agreement. On this occasion, the AMF
was informed of the execution of a second amendment to the Rothschild &
Co Shareholders’ Agreement whose main provisions were published by the
AMF and made available on its website (AMF Decision & Information
No. 215C0073 of 14 January 2015).
On 6 January 2017, the AMF was informed of the substitution of Compagnie
Financière Martin Maurel by Mr. Bernard Maurel, Mrs. Lucie Maurel-Aubert
and BD Maurel within the Enlarged Family Concert following the merger
with Compagnie Financière Martin Maurel (AMF Decision & Information
No. 217C0092 of 9 January 2017). On this occasion, a third amendment to
the Rothschild & Co Shareholders’ Agreement has been executed in order to
reflect such change and to acknowledge the adherence to the Shareholders’
Agreement by the family holding companies of some signatories.
The Rothschild & Co Shareholders Agreement (and its successive
amendments) was still in force on 31 December 2017.
Information on the Company and share capital