Rothschild & Co: Annual Report 2021

This annual report including the annual financial report is a reproduction of the official version which has been prepared in ESEF (European Single Electronic Format) and is available onwww.rothschildandco.com

Table of contents

Message from the Chairman of the Supervisory Board2

Message from the Management Board

5

Sustainability 97

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5.1 Rothschild & Co's approach to sustainability 98

5.2 ESG integration across the business model 104

5.3 Environmental impact 113

OVERVIEW 7

5.4 People and social impact 120

Overview of businesses 8

5.5 Business practices 129

Rothschild & Co business model 10

World presence 12

5.6 Appendices 135

Corporate governance 14 Simplified organisation chart

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Report on corporate governance 155

as at 31 December 2021 17

6.1 The Managing Partner, Rothschild & Co Gestion 156

Sustainability: 2021 highlights and impact 18

6.2 The Supervisory Board 159

Rothschild & Co and its shareholders 20

• 6.3 Corporate officers remuneration and other benefits 189

• 6.4 Transactions involving the Company's securities

  by corporate officers 199

Business review

25

6.5 Agreements and undertakings 200

Global Advisory

26

6.6 Delegations of authority granted by the shareholders of the Company to the Managing Partner relating

Wealth and Asset Management Merchant Banking

33

to the share capital 202

39

6.7

Elements that can have an impact in the event

51

of a takeover bid 203

52

7 Consolidated financial statements 205

58

Consolidated financial statements 206

62

Notes to the consolidated financial statements 211Statutory auditors' report on the consolidated

62

financial statements273

63

63

8 Parent company financial statements 279

8.1 Parent company financial statements 280

65

8.2

Statutory auditors' report on the financial

66

statements 292

68

85

GENERAL INFORMATION 297

86

87

Abbreviations and glossary 298 Statement by the persons responsible

for the annual financial report 302

91

Other information 302

94

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1.1
1.2
1.3
2	Activities and results for the 2021 financial year
2.1	Group activities, results and financial position
2.2	Company activities, results and financial position
2.3	Significant events during the 2021 financial year
2.4	Significant events after the end of the 2021
financial year
2.5	Outlook
2.6	Additional information to the management report
3	Information on the Company and its share capital
3.1	Overview of the Company
3.2	Information on the share capital
4	Internal control, risk management and
accounting procedures
4.1	Main risks
4.2	Internal control
4.3	Risk management
4.4	Organisation of the Group accounting arrangements

Message from the Chairman of the Supervisory Board

Message from the Chairman of the Supervisory Board

David de Rothschild

Chairman of the Supervisory Board of Rothschild & Co

Dear Shareholders,

As always, I would like to thank all the members of the Board for their loyalty, incisiveness and the high calibre exchanges that we enjoyed during the five separate occasions on which we met this year, as we continued to juggle with the on-going impact of COVID-19.

The Managing Partner, represented by Alexandre de Rothschild, Executive Chairman, and the three Managing Partners, Marc-Olivier Laurent, Robert Leitão and François Pérol, delivered exceptional results across all three business lines thanks to clear established strategies and favourable market conditions. They have demonstrated strong leadership during another complex year and successfully navigated the Group through this particular period.

Over the last 12 months, we were delighted to welcome two new members to the Board: Lord Mark Sedwill and Jennifer Moses.

Lord Sedwill already has a close relationship with the Group as a Senior Adviser. He is a former Cabinet Secretary, Head of the UK Civil Service and National Security Adviser in the United Kingdom. He is also Chair of the G7 panel on Global Economic Resilience and the Pacific Future Forum. This exceptional diplomatic career coupled with Lord Sedwill's proven strategic perspective will bring a new level of expertise to the Board. Considering his extensive knowledge of ESG issues, Lord Sedwill was also appointed a member of the Board's Sustainability Committee.

2 Rothschild & Co | Annual Report 2021

"The Managing Partner delivered exceptional results across all three business lines thanks to clear established strategies and favourable market conditions."

At the Annual General Meeting held on 20 May 2021, the shareholders ratified the appointment of Véronique Weill as a member of the Supervisory Board as from 14 May 2020 to replace Angelika Gifford.

In addition, they renewed the appointments of Lucie Maurel-Aubert, Adam Keswick, Sir Peter Estlin, Sylvain Héfès, Sipko Schat and my own as members of the Supervisory Board.

Jennifer Moses is currently involved in the Education sector and particularly with ventures relating to EdTech. Jennifer Moses' career has combined finance and public policy in the United States and abroad. She subsequently served as the Senior Policy Adviser to Prime Minister Gordon Brown. She obtained an MBA from Harvard University in 1989 and a BA in History of Science from Brown University in 1983. Jennifer's remarkable career and achievements both in the investment banking and the Tech ecosystems, in the United Kingdom and the United States, will be invaluable for Rothschild & Co.

Over the past few years, the Group has established a credible position on sustainability matters, which across the Group play an ever-increasing role in the advice given to private and corporate clients. In recognition of the fact that the Group's expertise and influence can have a real impact on its clients' ESG challenges and our wider stakeholders, 2021 has seen the formal integration of sustainability into the Group and business line strategy, with the long-term objective to support the sustainability transition of the global economy. The change in name of the Board's Corporate Responsibility Committee to Sustainability Committee reflects our proactive approach in this respect.

We are delighted that both Lord Sedwill and Jennifer Moses have accepted to join the Board and we are fortunate that we have already benefited from their sound advice.

At our Annual General Meeting in May, shareholders will be asked to approve a dividend of €3.79 per share. This is made up of a normal dividend of €1.15 an increase of 29% when compared to 2020. In addition, thanks to the exceptional results for 2021, we will propose a special dividend of €1.60. This is in addition to the interim dividend payment of €1.04, already paid in October 2021.

Anthony de Rothschild and Luisa Todini both leſt the Board.

Anthony remains a Senior Adviser to the Group and joined the Board of N.M. Rothschild & Sons Limited on 30 November. I would like to thank Anthony for his valuable contribution to the Board and its Corporate Responsibility Committee during his mandate. We are delighted that he will remain with the Group and continue to contribute to our development, particularly in the UK through his new role. I would also like to take this opportunity to thank Luisa for her significant contribution and astute insights during her mandate on the Board, in particular, through her membership of the Remuneration and Nomination Committee.

We are also implementing a share buyback programme for a maximum of €70 million for a period ending on 18 November 2022 at the latest.

Finally, I would like to congratulate all the teams in our Group across all our different geographies who have worked so hard, oſten in difficult circumstances linked to the pandemic, to achieve the collective success of Rothschild & Co in 2021.

Last, but not least, I would like to thank our shareholders for their valuable support and express my sincere gratitude.

Rothschild & Co | Annual Report 2021

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