Rothschild : Slideshow

Rothschild & Co

Combined general meeting

14 May 2020

1	Preliminary information	3
2	Introduction	7
3	Business review	10
4	Corporate responsibility	15
5	Financial accounts 2019	17
6	Statutory Auditors' Reports	21
7	Corporate Governance	27
8	Q&A	35
9	Presentation and vote of the 28 resolutions submitted by the Managing Partner	36
10	Any other business	53

1

Preliminary information

3

1. Preliminary information

Documents made available to shareholders

• Prior notice of meeting serving as notice of meeting published in the Bulletin des Annonces Légales Obligatoires and Les Petites Affiches on 8 April 2020
• General Meeting Document
• Copy of the convening letter sent to the shareholders on 29 April 2020
• Copy of the letters sent to the Statutory Auditors on 28 April 2020
• Annual report for the financial year ended 31 December 2019 including:
• • the Company financial statement and the consolidated financial statements for the financial period ended 31 December 2019,
  • the Managing Partner's Management report,
  • the Supervisory Board's report on corporate governance, and
  • the Statutory Auditors' reports on the financial statements.
• Rothschild & Co's articles of association
• Statement relating to the Company's 5 highest paid individuals
• Proxies of the represented shareholders, voting forms by post, certificates of share ownership issued by the accredited banking and financial intermediaries
• Attendance sheet certified by the Bureau of the General Meeting (filed before the vote of the resolutions)
• List of registered shareholders
• Information relating to the total voting rights and shares comprising the share capital as at the date of publication of the prior notice of meeting serving as notice of meeting
• Voting form
• Report of the Managing Partner and report of the Supervisory Board on the draft resolutions
• Statutory Auditors' reports

4

1. Preliminary information

Agenda - Combined General Meeting

Agenda proposed by the Managing Partner

Ordinary resolutions

• Approval of the Company's financial statements for the financial year ended 31 December 2019
• Appropriation of the net profit for the financial year ended 31 December 2019
• Approval of the consolidated financial statements for the financial year ended 31 December 2019
• Approval of a regulated agreement in accordance with the provisions of article L. 226-10 of the French Commercial Code (Code de commerce)
• Ratification of Sir Peter Estlin's appointment as a member of the Supervisory Board
• Appointment of Mr. Gilles Denoyel as a member of the Supervisory Board
• Renewal of the appointment of Mr. Eric de Rothschild as a member of the Supervisory Board
• Renewal of the appointment of Ms. Suet-Fern Lee as a member of the Supervisory Board
• Approval of the remuneration policy applicable to the Managing Partner and to the Executive Chairman of the Managing Partner
• Approval of the remuneration policy applicable to the Members of the Supervisory Board
• Approval of the information related to the remuneration of corporate officers referred to in Article L.225-37-3 Paragraph I of the French Commercial Code (Code de commerce)
• Approval of the components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to the Managing Partner
• Approval of the components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to Mr. Alexandre de Rothschild, Executive Chairman of the Managing Partner
• Approval of the components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to Mr. David de Rothschild, Chairman of the Supervisory Board
• Determination of the global amount of remuneration allocated to the Members of the Supervisory Board as from 1 January 2020
• Authorisation granted to the Managing Partner to buy back the Company's shares
• Approval of the cap on variable compensation for persons identified in accordance with Article L. 511-71 of the French Monetary and Financial Code (Code monétaire et financier)

5

1. Preliminary information

Agenda - Combined General Meeting

Agenda proposed by the Managing Partner

Extraordinary resolutions

• Delegation of authority to the Managing Partner to reduce the share capital by cancelling treasury shares
• Delegation of authority to the Managing Partner to increase the share capital by incorporation of reserves, income or issue, merger or contribution premiums
• Delegation of authority to the Managing Partner to issue ordinary shares and/or securities giving immediate or deferred access to the share capital in order to remunerate contributions in kind granted to the Company consisting of equity securities or securities giving access to the share capital
• Delegation of authority to the Managing Partner to issue ordinary shares and/or securities, giving immediate or deferred access to the Company's share capital, with preferential subscription rights maintained
• Delegation of authority to the Managing Partner to issue ordinary shares and/or securities, giving immediate or deferred access to the Company's share capital with waiver of preferential subscription rights through a public offer, with the exception of the offer referred to in Article L. 411-2 1° of the French Monetary and Financial (Code monétaire et financier)
• Delegation of authority to the Managing Partner to issue ordinary shares and/or securities giving immediate or deferred access to the Company's share capital with waiver of preferential subscription rights and free fixing of issue price in the context of an offer referred to in Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier)
• Delegation of authority to the Managing Partner to increase the number of securities to be issued when increasing the share capital with waiver or not of preferential subscription rights
• Delegation of authority granted to the Managing Partner to issue shares, without preferential subscription rights, reserved for (i) the Group's employees and corporate officers and foreign subsidiaries in the context of the implementation of stock option plans or (ii) the Company's foreign subsidiaries within the framework of the deferred remuneration of their employees in Rothschild & Co shares in compliance with Directive
  2013/36/EU of 26 June 2013 known as "CRD IV"
• Delegation of authority to the Managing Partner to issue ordinary shares or securities granting immediate or deferred access to the Company's share capital reserved for members of a corporate savings plan
• Aggregate limit on the amount of the issues realised pursuant to the 20th, 21st, 22nd, 23rd, 24th, 25th, and 26th resolutions of this Combined General Meeting and 23rd resolution adopted at the Combined General Meeting held on 17 May 2018
• Powers for the formalities

6

2

Introduction

7

2. Introduction

Overview

As at 31 December 2019 (compared to 31 December 2018)

Revenue		Net profit(1)		62 offices in
€1,872m		€233m
		43 countries
-5%		-23%

		EPS(1)		Number of
ROTE (1) (2)			employees
	€3.24
12.6%			3,559
	-21%
			-2%

1. Excluding exceptional items.
2. ROTE = Return on Tangible Equity

8

2. Introduction

Update on COVID-19 and its impact

Solid balance sheet and solvency ratios

• Very well capitalised balance sheet with solvency ratio of 19.5% as at December 2019
• Low leverage
• No proposal for approving a dividend in respect of the financial year 2019 made at the AGM. However, it is the intention of the Managing Partner to pay the previously announced dividend of €0.85 per share when appropriate

Liquidity and credit

• We do not undertake trading or capital market activities
• Our credit activity is limited. Conservative lending strategy, book has proved resilient in the recent challenging market conditions.
• Our liquidity ratios are very high

Performance of businesses

• GA: we expect M&A revenue to decline substantially, partially offset by increases in Financing Advisory revenue. Whilst most M&A situations have been put on hold, some activity will continue, and we are advising existing and new clients extensively with regards to liquidity and financing matters.
• WAM: decline of AuM will impact management fees and reduce revenue. NII is impacted by interest rate cuts
• MB: some postponements of sale / investment processes, limited impact so far for NAV and on profitability as the fee revenue stream is entirely contractual

Continuity of operations

• Focus on employees' health
• Business Continuity Plan fully implemented and operating well
• Nearly all employees working from home

9

3

Business review

10

3. Business review

Global Advisory

Revenue (in €m)		2019 Highlights		2020 Outlook

• Good results coming off the

		1,271	back of a record year in 2018:
1,171	1,183		-	Revenue: €1,160m
	1,160	(-9% compared to 2018)

- Profit before tax: €182m

947	(-29% compared to 2018),
representing an operating
	margin of 16%

• Strengthening our position in Europe and the United States
• 2nd globally and 1st in Europe by number of completed
  transactions (Source: Refinitiv)
• 7th globally by revenue as at
  31 December 2019

• Very good start until the COVID-19 crisis
• Anticipation of significantly lower activity in 2020
• Expect M&A revenue to decline substantially, partially offset by increases in Financing Advisory revenue
• Continued focus on business development in North America
• • Currently 40 MDs, of which 5 were new in 2019

2015 2016 2017 2018 2019

11

3. Business review

Wealth and Asset Management

Revenue (in €m)		2019 Highlights		2020 Outlook

	⚫ High level of €76bn AuM
	497	thanks to :
470	480	- Strong Net New Assets of
		€2.4bn
		- and positive effect of
		€8.8bn
339
322		Revenue 2019: €497m
	⚫

(+3% compared to 2018)

⚫ Profit before tax: €73m (-28% compared to 2018), providing an operating margin of 15%

• Business continues to attract new clients thanks to our long-term investment approach
• Healthy start to 2020, reduced since COVID-19 crisis
• Business still impacted by low and persistently negative interest rates with central banks
• Priority remains focused on increasing revenue while maintaining a close control over costs

2015 2016 2017 2018 2019

12

3. Business review

Merchant Banking

Revenue (in €m)			2019 Highlights
			⚫	Significant Group profit
				contribution:
				- Revenue: €197m
				(+20% compared to
	197			average last 3 years),
			thanks to a strong growth of
185
			recurring revenue (+31%)
	175
				- Profit before tax: €111m
				(+9% compared to 2018),
133				representing an operating
			margin of 56%
117
		⚫	Strong AuM growth of 27% to

reach €14bn, thanks to:

- Launch of the 3rd European private equity fund (€1.25bn)

- Launch of the 5th Secondary fund (€1bn)

2020 Outlook

• Confident that Assets under Management will continue to grow
• Focus on the deployment of recently launched funds and attractive exit opportunities
• Portfolios' performance remains strong
• Committed to capital preservation with an equal focus on risk and return.

2015 2016 2017 2018 2019

13

3. Business review

Focus on Q1 2020

Revenue (in €m)

		First quarter
In € million	2020	2019	% Var
Global Advisory	269.1	292.5	(8)%
Wealth & Asset Management	130.8	118.5	10%

Comments

• Global Advisory:
• • revenue down 8% with the effects of the economic shocks caused by the COVID-19 pandemic being felt only later in the quarter
  • 2nd globally by number of M&A completed transactions, 3rd in Europe by number of completed restructuring transactions
  • 8th globally by revenue (12 months to March 2020)

Merchant Banking	20.7	24.1	(14)%
Other businesses	3.1	9.8	(68)%
TOTAL before IFRS	423.7	444.9	(5)%
reconciliation
IFRS Reconciliation	(7.3)	(1.0)	630%
Total Group revenue	416.4	443.9	(6)%

• Wealth & Asset Management:
• • record first quarter with revenue up 10% reflecting the strong growth of AuM during 2019 and high level of transaction fees in Q1 2020
  • strong Net New Assets of €0.6 billion
  • AuM of €67 billion as at 31 March 2020
• Merchant Banking:
• • revenue down 14% reflecting negative asset valuation effects in March on our publicly traded sub investment grade CLO book
  • AuM of €14 billion as at 31 March 2020

14

4

Corporate responsibility

15

4. Corporate responsibility

Corporate Responsibility - an ambitious roadmap

Encouraging a culture of responsible business

Business practices		People		Responsible		Environment		Community
				investment				investment

⚫	Safeguarding	⚫	Talent development
	confidentiality		opportunities and
⚫	Effective compliance		assignments to
	support career
	systems and
		Balanced approach to
	technology	⚫
	Stringent		work
⚫		Equal opportunities for
	anticorruption and	⚫
	anti-bribery standards		all
⚫	Impactful governance
	and oversight

• ESG integration in investment decisions to create long-term value for investors
• Engagement policy for a constructive dialogue with companies on ESG issues
• Innovative responsible investment solutions
• Proper dedicated governance

⚫	Championing	⚫	Financial support to
	responsible		charities, social
	consumption and		enterprises and
	resource use		individuals
⚫	Responsibly	⚫	Professional expertise
	managing greenhouse		helping to drive
	gas emissions and		change for young
	proactively reducing		people
	our impact		Volunteering to help
		⚫
			young people to
			succeed in life

We encourage a culture of responsible business and proactively take responsibility for the impact

we have as a business on our people, our industry, our communities and our planet.

16

5

Financial accounts 2019

17

5. Financial accounts 2019

Summary consolidated Profit & Loss

(in €m)		2019		2018		Var	Var %	FX effects
Revenue		1,872		1,976	(104)	(5)%	23
Staff costs		(1,065)		(1,098)	33	(3)%	(17)
Administrative expenses		(289)		(309)	20	(6)%	(4)
Depreciation and amortisation		(66)		(30)	(36)	120%	(1)
Impairments		(6)		(4)	(2)	50%	0
Operating Income		446		535	(89)	(17)%	1
Other income / (expense) (net)		19		(4)	23	N/A	0
Profit before tax		465		531	(66)	(12)%	1
Income tax		(68)		(77)	9	(12)%	0
Consolidated net income		397		454	(57)	(13)%	1
Non-controlling interests		(154)		(168)	14	(8)%	0
Net income - Group share		243		286	(43)	(15)%	0
Adjustments for exceptionals		(10)		17	(27)	(159)%	0
Net income - Group share excl.		233		303	(70)	(23)%	0
exceptionals
Earnings per share		3.38 €		3.88 €		(0.50) €	(13)%
EPS excl. exceptionals		3.24 €		4.10 €		(0.86) €	(21)%
Return On Tangible Equity (ROTE)		13.2%		17.0%
ROTE excl. exceptionals		12.6%		18.0%

18

5. Financial accounts 2019

Summary Balance sheet

(in €bn)		31/12/2019	31/12/2018	Var
Cash and amounts due from central banks		4.4	4.7	(0.3)
Loans and advances to banks		2.0	2.0	0.0
Loans and advances to customers		3.3	2.9	0.4
of which Private client lending		2.8	2.5	0.3
Debt and equity securities		2.8	2.1	0.7
Other assets		1.7	1.5	0.2
Total assets		14.2	13.2	1.0
Due to customers		9.5	8.7	0.8
Other liabilities		2.1	2.0	0.1
Shareholders' equity - Group share		2.2	2.0	0.2
Non-controlling interests		0.4	0.5	(0.1)
Total capital and liabilities		14.2	13.2	1.0

19

5. Financial accounts 2019

Solvency ratios

Risk-weighted outstandings		Group solvency ratios

9,069

7,997

	20.4%	19.5%
3,307
20.4%
	19.5%
3,310
230
342		Capital ratio min:
	10.5%
5,532		CET 1 w ith
	buffer min: 7%
4,345

31 Dec 2018				31 Dec 2019	31 Dec 2018	31 Dec 2019
Credit risk		Market risk		Operational risk			CET 1 / Tier 1 ratio			Tier 2

20

6

Statutory Auditors' Reports

21

6. Statutory Auditors' Reports

Report on the financial statements

As of 18 March 2020

Opinion on the financial statements

Justification of assessments - Key audit matters

Verification of the Management report and of the other documents provided to Shareholders

• Unqualified opinion

⚫ Key audit matters
The "Impairment of investments in Group, other companies and portfolio holdings" has been
reported as a key audit matter.	Report on the
	financial
	statements:
	Pages 233 to 235,
	Annual Report
	2019

• We have no matter to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Managing partner and in the other documents provided to Shareholders with respect to the financial position and the financial statements.
• We certify that the report of the Supervisory Board on corporate governance contains the information required by Articles L.225-37-3 and L.225-37-4 of the French code de commerce.

22

6. Statutory Auditors' Reports

Report on the consolidated financial statements

As of 18 March 2020

Opinion on the consolidated financial statements

Emphasis of matter

Justification of assessments - Key audit matters

Verification of the Information pertaining to the Group Presented in Management Report.

• Unqualified opinion
• First time application of IFRS 16
• Key audit matters

The following items have been reported as Key audit matters in the context of the audit of the consolidated financial statements :

• • Valuation of financial instruments carried at Fair Value through P & L
  • Provision for litigation
  • Revenue recognition for Advisory work and other services
• We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Report on the consolidated financial statements: pages 215 to 217, Annual Report 2019

23

6. Statutory Auditors' Reports

Report on regulated agreements

As of 18 March 2020

Agreements subject to the approval of the Shareholders' Meeting

Agreements already approved by the Shareholders' Meeting

We have been informed of the following new agreement signed during the year which has been approved by the Supervisory Board of Rothschild & Co:

• Remuneration granted to Mrs Angelika Gifford, member of the Supervisory Board, as a consultant on Rothschild & Co SCA strategy regarding IT technologies

We were not informed of any agreement already approved by the shareholders' meeting of prior years, which has remained in force during the period.

Report on regulated agreements: Page 39, General Meeting Notice 2019

24

6. Statutory Auditors' Reports

Reports with respect to the Extraordinary resolutions

As of 20 Avril 2020

Capital reduction (18th resolution)

Issue of shares and/or securities conferring immediate or future rights to shares with or without preemptive subscriptionrights (20th, 21st, 22nd ,

23rd, 24th and 27th resolutions)

We have verified that the reasons for and terms and conditions of the proposed capital reduction comply with the applicable legal provisions.

We have no comment to make on the reasons for and terms and conditions of the proposed capital reduction.

We have reviewed the content of the Managing Partner's report on this transaction and the methods used to determine the issue price of the shares or other securities granting access to the share capital.

Subject to a subsequent review of the terms and conditions of the proposed share capital increase, we have no comment to make on the method used to determine the issue price of the ordinary shares or other securities granting access to the capital to be issued, as set forth in the Managing Partner's report.

Since the final terms and conditions of the share capital increase have not been set, we do not express an opinion on them, nor on the proposed waiver of the preferential subscription rights submitted for your approval.

In accordance with article R. 225-116 of the French Commercial Code (Code de Commerce), we will issue a supplementary report if and when your Managing Partner makes use of this authority.

Report on the 18th resolution:

Page 40, General Meeting Notice 2019

Report on the 20th, 21th, 22nd,

23rd, 24th and 27th resolutions :

Pages 40 and 41 General Meeting Notice 2019

25

6. Statutory Auditors' Reports

Reports with respect to the Extraordinary resolutions

As of 20 Avril 2020

Share capital increase without preferential subscription rights

(25th resolution)

Share capital increase reserved for members of corporate savings plan

(26th resolution)

We have reviewed the content of the Managing Partner's report on this transaction and the methods used to determine the issue price of the shares or other securities granting access to the share capital.

Subject to a subsequent review of the terms and conditions of the proposed share capital increase, we have no comment to make on the method used to determine the issue price of the ordinary shares or other securities granting access to the capital to be issued, as set forth in the Managing Partner's report.

Since the final terms and conditions of the share capital increase have not been set, we do not express an opinion on them, nor on the proposed waiver of the preferential subscription rights submitted for your approval.

In accordance with article R. 225-116 of the French Commercial Code (Code de Commerce), we will issue a supplementary report if and when your Managing Partner makes use of this authority.

We have reviewed the content of the Managing Partner's report on this transaction and the methods used to determine the issue price of the shares or other securities granting access to the share capital.

Subject to a subsequent review of the terms and conditions of the proposed share capital increase, we have no comment to make on the method used to determine the issue price of the ordinary shares or other securities granting access to the capital to be issued, as set forth in the Managing Partner's report.

Since the final terms and conditions of the share capital increase have not been set, we do not express an opinion on them, nor on the proposed waiver of the preferential subscription rights submitted for your approval.

In accordance with article R. 225-116 of the French Commercial Code (Code de Commerce), we will issue a supplementary report if and when your Managing Partner makes use of this authority.

Report on the 25th resolution: page 42, General Meeting Notice 2019

Report on the 26th resolution: page 43 General Meeting Notice2019

26

7

Corporate Governance

27

7. Corporate Governance

Rothschild & Co Gestion - Managing Partner (Gérant) and Group Executive Committee

1. collegial governance

Executive Chairman

of the Managing

Partner

Management Board

(Conseil de

gérance)

Rothschild & Co

Executive

Committee

• Alexandre de Rothschild
• Establishes the strategic direction of the business, supervises the accounting and financial information, and directs the internal control framework for Rothschild & Co and the Group entities on a consolidated basis.
• 4 members: the Executive Chairman, Alexandre de Rothschild, and three
  Managing Partners: Robert Leitao and François Pérol, Co-Chairmen of the Group Executive Committee, and Marc-OlivierLaurent
• At least one meeting per month, in addition to the quarterly meetings ahead of the Supervisory Board meetings
• Participates in the overall management and definition of the strategy of Rothschild & Co and the Group
• 14 members: composed of the highest managers of the Group's operational and support divisions
• Assisted by the Operating Committee of Rothschild & Co, to ensure better coordination and harmonisation of operational matters across the operational and support divisions

28

7. Corporate Governance

Supervisory Board and its specialised Committees

After the Annual General Meeting on 14 May 2020 (1)

The Supervisory Board exercises permanent oversight of the management of the Company, including

in particular the Company's financial accounting reporting system and its internal control mechanism. This one relies on four specialised committees: the Audit Committee, the Remuneration and Nomination Committee, the Risk Committee, and the CSR Committee

15 members

Specialised Committees

Supervisory

Remuneration

Board

Audit

and

Risk

CSR

Committee

Nomination

Committee

Committee

Committee

David de Rothschild

◼

◼

Eric de Rothschild

◼

◼

Adam Keswick

◼

◼

Dr. Daniel Daeniker

◼

Angelika Gifford

◼

Sylvain Héfès

◼

◼

◼

Suet-Fern Lee

◼

◼

◼

Arielle Malard de Rothschild

◼

◼

◼

Lucie Maurel-Aubert

◼

◼

◼

Carole Piwnica

◼

◼

◼

Anthony de Rothschild

◼

◼

Sipko Schat

◼

◼

◼

◼

Sir Peter Estlin

◼

◼

◼

◼

Luisa Todini

◼

◼

Gilles Denoyel

◼

◼

◼

◼ Chairman ◼ Vice-Chairman◼ Independent member

◼ Non-independent member

• 50%
  indepen-
  dent
  members

40%

women

Compliant with the recommendations of the Afep-Medef Code, at least 33,1/3% of independent members is required within controlled companies

1. Subject to the adoption of the 5th 8th resolutions proposed by the Managing Partner

29

7. Corporate Governance

Activity of the Supervisory Board and its specialised committees during the 2019 financial year

Supervisory Board and specialised committees

During the 2019 Financial year:

• The Supervisory Board: 5 meetings, 90% of attendance rate
• The Audit Committee: 4 meetings, 100% of attendance rate
• The Remuneration and Nomination Committee: 4 meetings, 100% of attendance rate
• The Risk Committee: 4 meetings, 100% of attendance rate

The duties, the organisation, the operation and the review of the activity of the Supervisory Board and its specialised committees are summarised in the Supervisory Board's report on corporate governance on pages 101 onwards of the 2019 Annual Report.

The information regarding the individual attendance rates of the members of the Supervisory Board at Board meetings and meetings of its specialised committees is available on page 97 and onwards.

30

7. Corporate Governance

Remuneration (say-on-pay)

Ex-antevote

Global ex-post vote

Individual ex-post

vote

Global envelope (Supervisory Board)

Remuneration policy applicable to the Managing Partner		Remuneration policy applicable to the Supervisory
	and the Executive Chairman of the Managing Partner			Board members
•	Presented in Section 3.1.1 of the Corporate Governance	▪	Presented in Section 3.1.2 of the Corporate Governance
	Report on pages 106 onwards of the 2019 Annual Report		Report on pages 107 onwards of the 2019 Annual Report
•	Submitted to the General Meeting for approval (9th	▪	Submitted to the General Meeting for approval (10th
	resolution)			resolution)
• Information related to the corporate officers remuneration referred to in Article L. 225-37-3 Paragraph I of the French
	Commercial Code (Code de commerce) presented in Section 3.2 of the Report on Corporate Governance on pages 108
	onwards of the 2019 Annual Report
• Submitted to the General Meeting for approval (11th resolution)
	Managing Partner, Rothschild &	Executive Chairman of the Managing	Chairman of the Supervisory Board,
	Co Gestion	Partner, Alexandre de Rothschild	David de Rothschild
▪	Components of remuneration	▪ Components of remuneration paid	▪ Components of remuneration paid
	paid during the financial year	during the financial year ended 31	during the financial year ended 31
	ended 31 December 2019 or	December 2019 or awarded in this	December 2019 or awarded in this
	awarded in this respect	respect			respect
▪	Presented in the Explanatory	▪ Presented in the Explanatory Statement	▪ Presented in the Explanatory
	Statement of the 12th resolution	of the 13th resolution on pages 12	Statement of the 14th resolution on
	on pages 12 onwards of the GM	onwards of the GM Document and in	pages 12 onwards of the GM
	Document and in Section 3.2.1 of	Section 3.2.2 of the Corporate	Document and in Section 3.2.3 of
	the Corporate Governance	Governance Report on pages 109	the Corporate Governance Report
	Report on pages 108 onwards of	onwards of the 2019 Annual Report	on pages 111 onwards of the 2019
	the 2019 Annual Report	▪ Submitted to the General Meeting for	Annual Report
▪	Submitted to the General Meeting	approval (13th resolution)	▪ Submitted to the General Meeting for
	for approval (12th resolution)				approval (14th resolution)

• Total of remuneration paid to the members of the Supervisory Board during the financial year ended 31 December 2019: €600,000

• Total amount of remuneration that may be allocated to Supervisory Board members as from 1 January 2020 subject to 31

approval by the General Meeting: €850,000 (15th resolution)

7. Corporate Governance

Person whose ratification of appointment as Supervisory Board Member is proposed by the Managing Partner after favourable opinion by the Supervisory Board

Sir Peter Estlin

	Ratification of appointment as independent member proposed by the Managing Partner
	(5th resolution)
Date of	⚫	10 March 2020
appointment by the
Supervisory Board
Member of the		Mr. Peter Smith
Supervisory Board	⚫
replaced

Date of birth

Nationality

Shares R&Co held

Remaining term of office

Other directorships and positions held within Rothschild & Co

Main positions held and directorships

• Born in 1961
• British
• 10 as at the date of publication of this General Meeting Document
• 1 year
• Chairman of the Audit Committee (1)
• Member of the Risk Committee (1)
• Chairman of the Board of Directors of The Lord Mayors Appeal (United Kingdom)
• Director of KESW Enterprises (United Kingdom)
• Independent member of the HM Treasury Audit Committee (United Kingdom)
• Alderman of the City of London Corporation (United Kingdom)

(1) Since 10 March 2020 (in place of Mr. Peter Smith) - Subject to the approval of the ratification of the appointment as Supervisory Board member by the General Meeting on 14 May 2020

32

7. Corporate Governance

Person whose appointment as member of the Supervisory Board is proposed by the Managing Partner after favourable opinion by the Supervisory Board

Mr. Gilles Denoyel

Appointment as independent member of the Supervisory Board proposed by the Managing Partner

(6th resolution)

Date of birth	⚫	Born in 1954
Nationality	⚫	French
Shares R&Co held	⚫ 675 as at the date of publication of the General Meeting Document
Term of the office	⚫	3 years
Other directorships	⚫	Member of the Audit Committee (1)
and positions held		Member of the Risk Committee (1)
within	⚫
Rothschild & Co
Main positions held	⚫ Chairman of the Board of Directors of Dexia Crédit Local (France)
and directorships	⚫ Chairman of the Board of Directors of Dexia (Belgium)

⚫ Member of the Board of Directors and Chairman of the Nuclear Commitments Monitoring Committee of EDF SA (France)

(1) As from 14 May 2020 following the approval of the Supervisory Board during its meeting on 10 March 2020 and subject to the approval of his appointment as Supervisory Board member by the General Meeting on 14 May 2020

33

7. Corporate Governance

Supervisory Board Members whose re-election is proposed by the Managing Partner after favourable opinion by the Supervisory Board

Mr. Eric de Rothschild		Ms. Suet-Fern Lee

Date of birth

Nationality

Shares R&Co held

Term of the office

Other directorships and positions held within Rothschild & Co

Re-election - Member of the Supervisory Board since 2004		Re-election - Independent member of the Supervisory
and Vice-Chairman of the Supervisory Board since 2018		Board since 2017
(7th resolution)		(8th resolution)
⚫	Born in 1940		⚫	Born in 1958
⚫	French		⚫	Singaporean
⚫ 12 as at the date of publication of the Meeting Document		⚫ 10 as at the date of publication of the Meeting Document
⚫	3 years		⚫	3 years
⚫ Vice-Chairman of the Supervisory Board		⚫ Member of the Audit Committee
			⚫ Member of the Risk Committee

Main positions held	⚫ Executive Chairman of Rothschild & Co Concordia SAS
and directorships	(France)
	⚫ Managing Partner of RCB Partenaires SNC (France)
	⚫ General Partner and Manager of Béro SCA (France)
	⚫ Permanent representative of Béro SCA as Chairman of
	Ponthieu Rabelais SAS (France)

• Member of the Board of Directors of Stamford Corporate Services Pte Ltd (Singapore)
• Partner, Member of the International Leadership Team, and Chair of the Inter-Pacific Working Group, Morgan Lewis & Bockius LLP (United States of America)
• Director and Member of the Audit Committee of AXA Holdings Japan Co. Ltd (Japan)

34

8

Q&A

35

9

Presentation and vote of the 28 resolutions submitted by the

Managing Partner	36

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

1st, 2nd and 3rd resolutions

Approval of the solo and consolidated accounts and appropriation of the Company's net profit

1st

resolution

Approval of the Company's solo accounts for the financial period ended 31 Dec. 2019

• Net profit: €309,401,389
• Non-deductibleexpenses and charges referred to in Article 39, paragraph 4 of the French Tax Code (Code Général des Impôts): €17,783
• Tax borne on behalf of the tax consolidation in respect of the same expenses and charges: amounts to approximately €6,000.

2nd

resolution

Appropriation of the net profit for the financial period ended 31 Dec. 2019

• Net profit for the financial period ended 31 December 2019: €309,401,389
• Following the announcement by the European Central Bank ("ECB") on 27 March 2020, the
  Managing Partner has decided that no proposal for approving a dividend will be made at the Annual General Meeting of shareholders on 14 May 2020.
• However, it is the intention of the Managing Partner to pay the previously announced dividend of €0.85 per share when appropriate.

3rd

resolution

Approval of the consolidated financial statements for the financial period ended 31 Dec. 2019

• Net banking income: €1,872 million
• Consolidated net income: €396.5 million
• Consolidated net income - Group share: €242.7 million

37

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

4th resolution

Approval of a regulated agreement, in accordance with the provisions of articles L. 226-10 and L. 225-38et seq. of the French Commercial Code

4th

resolution

Approval of a consultancy agreement with Mrs. Angelika Gifford (member of the Supervisory Board)

• Purpose: consultancy agreement on Rothschild & Co's strategy regarding infrastructure IT and information security
• Length of the agreement: from 1 October 2019 to 20 October 2020, renewable for one year
• Remuneration: definitive amount to be agreed by the Chairman of the Supervisory Board within the limit of €10,000 per annum
• Date of approval by the Supervisory Board: 17 September 2019
• More information on this agreement is given:
• • In Section 5 of the Corporate Governance Report, on pages 114 onwards of the 2019 Annual Report
  • In the Report of the Statutory Auditors, on page 39 of the General Meeting Document
  • On the website of the Company (www.rothschildandco.com), in Section "Who we are > Corporate Governance > Regulated agreements"

38

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

5th to 8th resolutions (1/2)

Ratification of appointment/Appointment/Re-election of Supervisory Board Members

5th

resolution

6th

resolution

Ratification of Sir Peter Estlin's appointment as a member of the Supervisory Board

• Date of appointment by the Supervisory Board: 10 March 2020
• Member of the Supervisory Board replaced: Mr Peter Smith
• Term of office: 1 year
• Term of office will expire at the end of the General Meeting of shareholders which shall approve the accounts for the financial year ending 31 December 2020

Appointment of Mr. Gilles Denoyel as a member of the Supervisory Board

• Term of office: 3 years
• Term of office will expire at the end of the General Meeting of shareholders which shall approve the accounts for the financial year ending 31 December 2022

39

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

5th to 8th resolutions (2/2)

Ratification of appointment/Appointment/Re-election of Supervisory Board Members

7th

resolution

8th

resolution

Renewal of the appointment of Mr. Eric de Rothschild as a member of the Supervisory Board

• Term of office: 3 years
• Term of office will expire at the end of the General Meeting of shareholders which shall approve the accounts for the financial year ending 31 December 2022

Renewal of the appointment of Ms. Suet-Fern Lee as a member of the Supervisory Board

• Term of office: 3 years
• Term of office will expire at the end of the General Meeting of shareholders which shall approve the accounts for the financial year ending 31 December 2022

7th and 8th resolutions: resolutions submitted in accordance with the recommendations of the Afep-Medef Code, which recommends staggering the terms of office in order to avoid a group renewal of the Board and to ensure that the reappointment process operates smoothly

40

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

9th and 10th resolutions

Approval of the remuneration policy for corporate officers (mandataires sociaux) (ex-ante vote)

Approval of the remuneration policy applicable to the Managing Partner and to the Executive Chairman of the Managing Partner

9th

resolution

Managing Partner

• No remuneration
• Reimbursement of its operating expenses (remuneration of its legal representative, Statutory Auditors' fees, etc.) in accordance with Rothschild & Co's articles of association

Executive Chairman of the Managing Partner

• Fixed remuneration determined by the sole shareholder or the general meeting of shareholders acting by a simple majority after consulting the statutory Nomination Committee of Rothschild & Co Gestion. Before giving this opinion, this Committee consults itself the Supervisory Board of Rothschild & Co, which consults its own Remuneration and Nomination Committee
• No other remuneration (variable, shares, etc.)

• Presented in detail in Section 3.1.1. of the Report on Corporate Governance (p.106 et seq. of the 2019 Annual Report)

10th resolution

Approval of the remuneration policy applicable to the Members of the Supervisory Board

• Fixed remuneration

	Fees in euro (per member each year)
Base fee for Chairperson of the Supervisory Board	200,000
Base fee for Supervisory Board members	20,000
Base fee for Chairperson of Committee	15,000

• Variable remuneration

A pre-determined amount of €2,500 is granted to a Supervisory Board member each time he/she attends a meeting of the Supervisory Board or a meeting of its specialised committees where he/she is a member.

• Presented in detail in Section 3.1.2 of the Corporate Governance Report (p.107 et seq. of the 2019 Annual Report)

41

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

11th resolution

Approval of the information related to the remuneration of corporate officers (mandataires sociaux) (global ex-post vote)

11th resolution

Approval of the information related to the remuneration of corporate officers (mandataires sociaux) referred to in Article L. 225-37-3 I of the French Commercial Code (Code de commerce)

This information includes in particular:

• The total remuneration or benefits of all kind paid in respect of the term of office during the 2019 financial year or awarded for the same financial year
• Any remuneration paid or awarded by a company comprised in the perimeter of consolidation within the meaning of Article L.233-16 of the French Commercial Code (Code de commerce)
• The evolution during the five past years of:
• • The average remuneration of the Group's employees
  • The performance of the Group (net profit on a consolidated basis)
  • The remuneration of the Company's executive corporate officers (dirigeants mandataires sociaux) of the Company
  • The ratios between the remuneration of the Company's executive corporate officers (dirigeants mandataires sociaux) and the average remuneration of the employees

• Information presented in Section 3.2 of the Corporate Governance Report (p.108 et seq. of the 2019 Annual Report)

42

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

12th, 13th and 14th resolutions

Approval of the components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to the executive corporate officers (individual ex-post vote)

12th resolution

Components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to the Managing Partner, Rothschild & Co Gestion SAS

• No remuneration received

• Presented in detail in the Explanatory Statement (p.12 et seq. of the General Meeting Document) and in Section 3.2.1 of the Corporate Governance Report (p.108 et seq. of the 2019 Annual Report)

13th resolution

Components of remuneration paid during the financial year ended 31 December 2019 or awarded for the same financial year to the Executive Chairman of Rothschild & Co Gestion SAS, Mr. Alexandre de Rothschild

• Fixed remuneration in respect of his term of office as legal representative of Rothschild & Co Gestion SAS: €500,000
• Variable fee of other Group entities: €7,508
• Total: € 507,508

• Presented in detail in the Explanatory Statement (p. 12 et seq. of the General Meeting Document) and in Section 3.2.2 of the Corporate Governance Report (p. 109 et seq. of the 2019 Annual Report)

14th resolution

Components of remuneration paid during the financial year ended 31

December 2019 or awarded for the same financial year to the Chairman of the

Supervisory Board, Mr. David de Rothschild

• Annual fixed in respect of his term of office as Chairman of the Supervisory Board: €62,500
• No other remuneration received

• Presented in detail in the Explanatory Statement (p.12 et seq. of the General Meeting Document) and in Section 3.2.3 of the Corporate Governance Report (p.111 et seq. of the 2019 Annual Report)

43

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

15th resolution

Determination of the global amount of remuneration allocated to the members of the Supervisory Board as from 1 January 2020

15th resolution

Determination of the global amount of remuneration allocated to the members of the Supervisory Board as from 1 January 2020

• Fixation of the maximum amount of the remuneration allocated to the members of the Supervisory Board until further decision to a total of €850,000, all or some of which shall be freely distributed by the Supervisory Board between its members
• Information on the change in this amount compared to the amount approved by the General Meeting of 16 May 2019 is provided in the Explanatory Statement (p. 14 of the General Meeting Document) and in Section 3.1.2 of the Corporate Governance Report (p. 108 et seq. of the 2019 Annual Report).

44

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

16th resolution

Authorisation granted to the Managing Partner to buy back its own shares

16th resolution

Authorisation granted to the Managing Partner to buy back the Company's shares

• Shares could be purchased, sold or transferred for the following purposes :
• • under a liquidity contract signed with an investment service provider acting independently under a liquidity contract in accordance with a market practice accepted by the French Financial Markets Authority (Autorité des Marchés Financiers);
  • cancellation of some or all of the shares purchased;
  • granting the sale of shares to meet the obligations related to stock purchase option plans (in accordance with the provisions of articles L. 225-179 et seq. of the French Commercial Code), free share plans (in accordance with the provisions of articles L. 225-197-1 et seq. of the French Commercial Code), the allotment of shares under the French statutory profit-sharing scheme and any other allotment to employees and executive corporate officers, including the implementation of company savings plans (in accordance with the provisions of articles L. 3332-1 onwards of the French Labour Code (Code du Travail)), for employees and executive corporate officers of the Company and of affiliated companies under the conditions and in accordance with the terms and conditions provided for by law;
  • more generally, making any allocation of ordinary shares of the Company to these employees and corporate officers, particularly in the context of the variable compensation of members of the professional financial market staff whose activities have a material impact on the risk exposure of the Company, for whom these awards are dependent upon the fulfilment of performance conditions;
  • delivering shares upon the exercise of rights attaching to securities giving immediate or deferred access to the share capital;
  • preservation or subsequent tendering by way of payment or exchange in accordance with the provisions of Article L. 225-209 paragraph 6 of the French Commercial Code and, more generally, as part of external growth transactions, it being recalled that the said Article L. 225-209 paragraph 6 provides that the number of shares acquired with a view to conserving them for their subsequent delivery in connection with a merger, spin-off or asset-for-share transfer may not exceed 5% of the
    Company's share capital; and
  • more generally, any other purpose consistent - or to become consistent - with applicable laws and regulations and in particular any other practice admitted or recognised - or to become admitted or recognised - by law or the French Financial Markets Authority (Autorité des Marchés Financiers) - or recognised - or to become admitted or recognised - by law or the French Financial Markets Authority.
• Maximum purchase price: €50
• Maximum number of shares purchased by the Company during the term of the buyback programme: 10% of the share capital
• Maximum amount of the share buyback programme: €388,087,550

⚫ Term of the authorisation: 18 months as from the date of the Combined General Meeting

45

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

17th resolution

Approval of the cap on variable compensation for regulated persons

17th resolution

Approval of the cap on variable compensation for persons identified in accordance with Article L. 511-71 of the French Monetary and Financial Code

• Setting of a cap on the variable component of the compensation for the 128 staff identified as Material Risk Takers in accordance with the EBA Regulatory Technical Standards, as well as any employee, given its total compensation, who is in the same compensation bracket whose professional activities have a material impact on the risk profile of Rothschild & Co SCA or the Rothschild & Co Group
• Comprising a "governance" component that strictly regulates remuneration policies in order to avoid potential excessive risk-taking (in accordance with the European Directive 2013/36/EU of 26 June 2013 known as "CRD IV" concerning access to the activity and prudential supervision of credit institutions)
• Setting of a higher maximum ratio in so far as the overall level of the variable portion does not exceed 200% of the fixed component of total compensation for each person concerned from the 2020 financial year.
• Purposes of the setting of such cap:
• • to safeguard the competitiveness of compensation of employees having essential skills and/or achieving exceptional performance, in the context of controlled risk management of Rothschild & Co Group;
  • to avoid the Group facing a situation of significant competitive distortion;
  • to give the required flexibility between the variable compensation and observed performance;
  • to recruit and retain the concerned persons by offering them compensation in line with competitors' practices.
• This approach is in line with the position adopted by other European banks of a similar size and scope of activity.

46

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

18th to 27th resolutions (1/5)

Renewal of the authorisations and delegations of authority

18th resolution

19th resolution

Delegation of authority to the Managing Partner to reduce the share capital by cancelling treasury shares

• Limit: 10% of the share capital per 24-month period
• Conditions: any surplus of the purchase price of the share, as compared to their nominal value, shall be posted to the share, merger or contribution premium account or to any available reserve account, including the statutory reserve to a maximum amount of 10% of the relevant reduction of share capital
• Period of validity: 26 months as from the date of the General Meeting

Delegation of authority to the Managing Partner to increase the share capital by incorporation of reserves, income or issue, merger or contribution premiums

• Limit: €50m and no deduction from the aggregate limit
• Conditions: fixation by the Managing Partner of the amounts to be incorporated and of the number of share capital securities to be issued and/or the new par value of existing share capital securities
• Period of validity: 26 months as from the date of the General Meeting

20th resolution

Delegation of power to the Managing Partner for the purpose of issuing ordinary shares and/or securities giving access to the Company's share capital in order to remunerate contributions in kind granted to the Company consisting of equities or securities giving access to the share capital

• Limit: 10 % of the share capital(1) for share capital securities, €200m for debt instruments (to be deducted from the aggregate limit set by the 27th resolution of this General Meeting)
• Conditions: the Managing Partner shall decide based on the report of the Expert Appraisers on the value of the contributions
• Period of validity: 26 months as from the date of the General Meeting

(1) It is specified that the increases of share capital with waiver of preferential subscription rights resulting from the implementation of the 20th, 22nd and	47
23rd authorisations to the Managing Partner are capped at a common ceiling of €15 million.

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

18th to 27th resolutions (2/5)

Renewal of the authorisations and delegations of authority

21st resolution

Delegation of authority to the Managing Partner to issue ordinary shares and/or securities giving access to the Company's share capital with preferential subscription rights maintained

• Limit: €70m for share capital securities, €300m for debt instruments (to be deducted from the aggregate limit set by the 27th resolution of this General Meeting)
• Conditions: free fixation of the issue price by the Managing Partner
• Period of validity: 26 months as from the date of the General Meeting

22nd resolution

Delegation of authority to the Managing Partner to issue ordinary shares and/or securities, giving immediate or deferred access to the Company's share capital with waiver of preferential subscription rights through a public offer, with the exception of the offer referred to in Article L. 411-21° of the French Monetary and Financial Code (Code monétaire et financier)

• Limit: €15m(1) for share capital securities, €200m for debt instruments (to be deducted from the aggregate limit set by the 27th resolution of this General Meeting)
• Conditions: fixation of the issue price by the Managing Partner provided that the sum payable to Rothschild & Co for each of the shares issued or to be issued may not be less than the weighted average of the share price over the last three trading days preceding the start of the public offer within the meaning of EU Regulation2017/1129 of 14 June 2017, less a discount of 5% (i.e. a discount rate less than the maximum of 10% provided for in Article R.225-119 of the French Commercial Code (Code de commerce))
• Period of validity: 26 months as from the date of the General Meeting

1. It is specified that the increases of share capital with waiver of preferential subscription rights resulting from the implementation of the 20th, 22nd and 23rd authorisations to the Managing Partner are capped at a common ceiling of €15 million.

48

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

18th to 27th resolutions (3/5)

Renewal of the authorisations and delegations of authority

23rd resolution

Delegation of authority to the Managing Partner to issue, in one or more transactions, ordinary shares and/or securities giving immediate or deferred access to the Company's share capital with waiver of preferential subscription rights and free fixing of issue price in the context of an offer referred to in Article L. 411-21° of the French Monetary and Financial Code (Code monétaire et financier)

• Limit : 10 % of the share capital per year(1) for share capital securities, 200m€ for debt instruments (to be deducted from the aggregate limit set by the 27th resolution of this General Meeting)
• Conditions: fixation of the issue price by the Managing Partner provided that the price of the new shares is not less than 95% of the weighted average price of the Rothschild & Co's shares during the last trading session prior to the setting of the price of the share issue
• Period of validity: 26 months as from the date of the General Meeting

24th resolution

Delegation of authority to the Managing Partner to increase the number of securities to be issued when increasing the share capital with waiver or not of preferential subscription rights

• Limit: to be deducted from the individual limit as stipulated in the resolution in respect thereof when the initial issuance is decided (to be deducted from the aggregate limit set by the 27th resolution of this General Meeting)
• Conditions: same price as was charged for the initial issue
• Period of validity: 26 months as from the date of the General Meeting

1. It is specified that the increases of share capital with waiver of preferential subscription rights resulting from the implementation of the 20th, 22nd and 23rd authorisations to the Managing Partner are capped at a common ceiling of €15 million.

49

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

18th to 27th resolutions (4/5)

Renewal of the authorisations and delegations of authority

25th resolution

Delegation of authority granted to the Managing Partner to issue shares, without preferential subscription rights, (i) in the context of the implementation of stock option plans or (ii) within the framework of the deferred remuneration of certain employees in Rothschild & Co shares in compliance with European Directive "CRD IV"

• Purpose: specific delegation of authority to the Managing Partner to carry out share capital increases reserved for Group's companies, employees and corporate officers of Rothschild &
  Co Group and its subsidiaries in order:
• • to set up stock option plans by requiring the beneficiaries of the options to acquire Rothschild & Co shares before they are granted options and to ensure a convergence of interests between the beneficiaries of the stock option plans, the Rothschild family and the non- controlling shareholders; and/or
  • to grant shares to employees of the Company and Group whom variable component of the compensation is governed by legal provisions of the European Directive 2013/36/EU of 26 June 2013 known as "CRD IV" concerning access to the activity and prudential supervision of credit institutions
• Limit: 2% of the share capital
• Subscription price:
• • price to be determined by the Managing Partner
  • not be less than 95% of the average share price quoted on the 20 trading days preceding the opening date of the subscription period or the date of the decision by the Managing Partner setting the opening date of the subscription period
• Period of validity: 18 months as from the date of the General Meeting

50

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

18th to 27th resolutions (5/5)

Renewal of the authorisations and delegations of authority

26th resolution

27th resolution

Delegation of authority to the Managing Partner to issue ordinary shares or securities granting immediate or deferred access to the Company's share capital reserved for members of a corporate savings plan

• Limit of maximum nominal amount of €1m
• Conditions: fixation of the subscription price of the shares issued by the Managing Partner in accordance with the provisions of Article L. 3332-19 of the French Labour Code (Code du travail)
• Period of validity: 26 months as from the date of the Combined General Meeting

Aggregate limit of the amount of the issues realised pursuant to the financial delegations

• Purpose:
• • definition of an overall cap of increases of share capital that may be carried out, immediately or in the future, under the 20th, 21st, 22nd, 23rd, 24th, 25th, and 26th resolutions of this Combined General Meeting and 23rd resolution adopted at the Combined General Meeting held on 17 May 2018 to 70 m€,

amount may be increased, where applicable, by the nominal amount of the increase of share capital resulting from the issue of additional shares to protect the rights of holders of securities

carrying an entitlement to the Company's shares,

• definition of an overall cap of increases of debt securities that may be carried out under the 20th, 21st, 22nd, 23rd and 24th resolutions to 300 m€,

amount may be may be increased where applicable, by any redemption premium above par value.

51

9. Presentation and vote of the 28 resolutions submitted by the Managing Partner

28th resolution

Powers for the formalities

28th		Powers for the formalities
resolution		⚫ Powers to carry out publications and legal formalities

52

10

Any other business

53

10. Any other business

Shareholders communication

Website		Contacts
www.rothschildandco.com	⚫ Investor relations
		Marie-Laure Becquart

[e-mail]

54

10. Any other business

Disclaimer

This presentation may contain forward-looking information and statements pertaining to Rothschild & Co SCA ("Rothschild & Co") and its subsidiaries (together the "Rothschild & Co Group"), as well as on the results of Rothschild & Co and of the Rothschild & Co Group. Forward-looking information is not historical. Although Rothschild & Co and its management believe that the information and declarations are based on reasonable hypothesis, they remain intrinsically subject to a number of risks and uncertainties which may result in actual data and developments materially different from those stated, suggested or projected in these forward-looking information and declarations. These risks and uncertainties include those presented or identified in the documentation publicly released by Rothschild & Co as a consequence of ongoing and periodic information requirements and filed with the French Financial Markets Authority (Autorité des marchés financiers).

Rothschild & Co does not undertake to update the forward-looking information and declarations unless so required by applicable laws and regulations. In any other case, Rothschild & Co does not assume any obligation to update or amend these information and declarations, neither as a result of new information and declarations that would be made available, nor as a result of new events or for any other reason. No representation or warranty whatsoever, express or implied, is made as to the accuracy, the completeness, the consistency or the reliability of the information contained in this document. It must not be considered by its recipients as a substitute to their judgment. All the opinions expressed in this document may be modified without notice.

This presentation has been prepared for pure information purposes and must not be construed as a solicitation or an offer to purchase or sell financial instruments. Neither does it give - or should it be considered as giving - any investment advice. It does not take into account in any way whatsoever, neither the investment objectives, nor the financial situation or specific needs of its recipients.

For more information on Rothschild & Co : www.rothschildandco.com

55