Compagnie Financière Richemont SA — Proxy Solicitation & Information Statement 2021

Aug 2, 2021

RICHEMONT

NOTICE OF MEETING

The Annual General Meeting ('AGM') of shareholders of Compagnie Financière Richemont SA (the 'Company') will be held at 10.00 a.m. at the registered office of the Company, Chemin de la Chênaie 50, 1293 Bellevue, Geneva, Switzerland on Wednesday, 8 September 2021.

Agenda

1. Annual Report

The Board of Directors proposes that the General Meeting, having taken note of the reports of the auditor, approve the consolidated financial statements of the Group, the financial statements of the Company and the directors' report for the business year ended 31 March 2021.

1. Appropriation of profits

On 31 March 2021, the retained earnings available for distribution amounted to CHF 6 237 503 256. The Board of Directors proposes that a dividend of CHF 2.00 be paid per Richemont share. This is equivalent to CHF 2.00 per 'A' registered share in the Company and CHF 0.20 per 'B' registered share in the Company. This represents a total dividend payable of CHF 1 148 400 000, subject to a waiver by Richemont Employee Benefits Limited, a wholly owned subsidiary, of its entitlement to receive dividends on an estimated 8 million Richemont 'A' shares held in treasury. The Board of Directors proposes that the remaining available retained earnings of the Company at 31 March 2021, after payment of the dividend, be carried forward to the following business year.

1. Release of the Board of Directors and the Members of the Senior Executive Committee

The Board of Directors proposes that its members and the members of the Senior Executive Committee be released from their liabilities in respect of the business year ended 31 March 2021.

1. Election of the Board of Directors and its Chairman

The Board of Directors proposes that the following members be re-elected on an individual basis to serve for a further term of one year:

4.1 Johann Rupert as a member and as Chairman of the Board in the same vote, 4.2 Josua Malherbe, 4.3 Nikesh Arora, 4.4 Clay Brendish, 4.5 Jean-Blaise Eckert, 4.6 Burkhart Grund, 4.7 Keyu Jin, 4.8 Jérôme Lambert, 4.9 Wendy Luhabe, 4.10 Ruggero Magnoni, 4.11 Jeff Moss, 4.12 Vesna Nevistic, 4.13 Guillaume Pictet, 4.14 Maria Ramos, 4.15 Anton Rupert, 4.16 Jan Rupert, and 4.17 Gary Saage.

1. Election of the Compensation Committee

The Board of Directors proposes the re-election, on an individual basis, of: 5.1 Clay Brendish, 5.2 Keyu Jin, 5.3 Guillaume Pictet and 5.4 Maria Ramos to the Compensation Committee for a term of one year. If he is re-elected, then Clay Brendish will be appointed Chairman of the Compensation Committee.

1. Re-election of the Auditor

The Board of Directors proposes that PricewaterhouseCoopers SA be reappointed for a further term of one year as auditor of the Company.

1. Re-election of the Independent Representative

The Board of Directors proposes the re-election of the firm Etude Gampert Demierre Moreno, Notaires, as independent representative of the shareholders for a term of one year.

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1. Votes on the aggregate amounts of the compensation of the Board of Directors and the Executive Management

8.1 Approval of the maximum aggregate amount of compensation of the members of the Board of Directors

The Board of Directors proposes the approval of a maximum aggregate amount of compensation of CHF 8 100 000 for the members of the Board of Directors for the period from the closing of this AGM through to the 2022 AGM.

The proposed amount includes fixed compensation, attendance allowances and employers' social security contributions.

8.2 Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee

The Board of Directors proposes the approval of a maximum aggregate amount of the fixed compensation of CHF 6 600 000 for the members of the Senior Executive Committee for the business year ended 31 March 2023.

This maximum amount includes fixed compensation and employers' social security contributions.

8.3 Approval of the maximum aggregate amount of variable compensation of the members of the Senior Executive Committee

The Board of Directors proposes the approval of the aggregate variable compensation of the members of the Senior Executive Committee in an amount of CHF 14 905 000 for the business year ended 31 March 2021.

The components of the variable compensation, which includes short- and long-term incentives, are detailed in the Company's Compensation Report and include employers' social security contributions.

The financial statements of the Group and of the Company, the directors' report, the compensation report, the related reports of the auditor for the year ended 31 March 2021, which are all contained in the Richemont Annual Report and Accounts 2021, will be available for inspection at the registered office of the Company by 18 August 2021 onwards. Printed versions of all such documents will be sent to shareholders upon request. The Richemont Annual Report and Accounts 2021 is also available on the Company's website at www.richemont.com/en/home/investors/results-reports-presentations/.

Pursuant to Article 27 of the Ordinance 3 of the Swiss Federal Council 'on Measures to Combat the Coronavirus (COVID-19)' of 19 June 2020, shareholders will not be allowed to attend the meeting in person, and will be required to exercise their rights through the Company's independent representative.

Shareholders entered in the share register, with the right to vote, by Monday, 30 August 2021 at 5.00 pm, are entitled to exercise their rights at the Annual General Meeting. Shareholders registered by that date will receive their proxy cards (by priority mail). The duly completed proxy card or a corresponding notification must reach either the Company's registrar, Computershare Schweiz AG ('Computershare'), Baslerstrasse 90, P.O. Box, 4601 Olten, or the independent representative of the shareholders, the firm Etude Gampert Demierre Moreno, Notaires, 19 rue Général-Dufour, case postale 5326, 1211 Geneva 11, Switzerland, not later than Friday, 3 September 2021. Proxy forms or notifications arriving after that date will not be taken into consideration.

Compagnie Financière Richemont SA further provides the possibility to shareholders to vote online. Shareholders may digitally despatch their voting instructions to the independent representative using Computershare's gvote portal. Personal log-in keys and detailed instructions regarding the portal will be sent with the invitations to the AGM.

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Personal data processing

Shareholders are informed that the Company, as controller, processes the personal data of the shareholders (name, address, contact details, number of shares held, voting instructions) in the context of the meeting in accordance with applicable data protection laws. The Company processes such personal data in order to comply with the legal obligation of holding such a meeting. Such personal data will be used for the purposes of analysing and administering the attendance and voting process in connection with the meeting, as set out in this convening notice, and will be transferred to third parties assisting in the administration of the voting process. You have the right to ask for access to any information that we hold about you and to correct any inaccuracies. For further details on how we process your information and for details of who you can contact for further information or to exercise your rights, please refer to the Privacy Policy found at www.richemont.com/.

For the Board of Directors:

Johann Rupert
Burkhart Grund
Chairman
Chief Finance Officer

Bellevue, Geneva, 21 July 2021