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Rothschild & Co | Annual Report 2017
63
1. Overview
4. Financial statements
3.
Management report
2. Business review
3.5 Controlling shares held by entities controlled by the Company
As at 31 December 2017, a total of 1,447,394 shares were held by entities controlled by Rothschild & Co, representing 1.87% of the share capital. These
shares are by nature without voting rights.
Entities controlled by Rothschild & Co
Rothschild & Co shares held
as at 31/12/2017
% of the Rothschild & Co share
capital
N M Rothschild & Sons Ltd
(1)
1,240,507
1.60%
Other controlled entities which hold shares pursuant to the Equity Scheme regulations
(2)
158,666
0.20%
Other controlled entities which hold shares pursuant to non-cash instruments plans
(3)
48,116
0.06%
Other controlled entities which hold shares for other purposes
105
Less than 0.01%
(1) Out of these 1,240,507 shares, 183,456 shares are held pursuant to the Equity Scheme regulations and non-cash instruments plan.
(2) Controlling shares purchased under the Equity Schemes, described on page 56 and following, as part of the Rothschild & Co shares investment by certain employees of the Group.
(3) Compensation policy implemented to satisfy regulatory requirement on delivery of compensation under CRD 3 to Regulated Persons within the Group.
4 Shareholders’ agreements
4.1 Shareholders’ Agreements
dated 22 January 2008
4.1.1 Rothschild Concordia Shareholders’
Agreement
The AMF has published the main provisions of this agreement, entered into
on 25 January 2008 between shareholders of Rothschild Concordia SAS
(Decision & Information No. 208C0180). The main provisions, in particular
with respect to Rothschild & Co or the Group, are as follows:
• the Board of Directors of Rothschild Concordia SAS is comprised of
12 members, each of the three branches of the Rothschild family
appointing four members (including three members representing the
Rothschild family and an independent member). This power of
appointment will be reduced to two members if the concerned branch’s
participation drops below 15% of the share capital and will be removed
if the participation drops below 5% of the share capital;
• a certain number of decisions by the Board of Directors of Rothschild
Concordia SAS on specific matters (the “Reserved Matters”) are voted
by a majority of 75% of its members. They include among others:
–– any investment by Rothschild Concordia SAS other than in Rothschild
& Co or within the Group;
–– any decisions relating to Rothschild Concordia SAS’s vote in
Rothschild & Co’s Extraordinary General Meetings;
–– any sale of Rothschild & Co shares or any transaction resulting in a
reduction of Rothschild Concordia SAS’s interests in Rothschild & Co
or any transactions resulting in the loss of control of N M Rothschild
& Sons Ltd; and
–– any action involving the sale, alienation or licensing to a third party
of the “Rothschild” name or of any associated intellectual property
rights;
• all decisions of the Board of Directors of Rothschild Concordia SAS other
than with respect to a Reserved Matter shall be voted on by a simple
majority of the votes cast at the meeting of the Board of Directors. It
includes Rothschild Concordia SAS’s votes in Rothschild & Co’s Ordinary
General Meetings (in particular decisions relating to the appointment of
the members of the Supervisory Board of Rothschild & Co);
• the Chairman of Rothschild Concordia SAS will consult with the Board of
Directors of Rothschild Concordia SAS, prior to any decision or action by
the Supervisory Board of Rothschild & Co, with the objective of reaching
consensus at the Rothschild Concordia SAS level on matters likely to
have an impact on the Rothschild & Co Group;
• for a duration of 10 years as from the date of the Rothschild Concordia
Shareholders’ Agreement, unless decided otherwise by at least 90%
of Rothschild Concordia SAS’s shareholders, no transfer of the shares
to any third party or any exit transaction (as defined in the Rothschild
Concordia Shareholders’ Agreement) is authorised;
• no Rothschild Concordia SAS shareholder may, directly or indirectly,
alone or in concert with any person, acquire any Rothschild & Co shares
or take any action that may trigger the requirement to file a mandatory
offer for Rothschild & Co without first consulting the Board of Directors
of Rothschild Concordia SAS; and
• Rothschild Concordia SAS shall have priority over other shareholders
in respect of any potential acquisition of Rothschild & Co.
Rothschild Concordia Shareholders’ Agreement was still in force as at
31 December 2017.
4.1.2 Share Disposal Agreement
On 22 January 2008, Rothschild & Co (formerly known as Paris Orléans),
the Eranda Rothschild Foundation and Rothschild & Co entered into a Share
Disposal Agreement, the main provisions of which related to the terms
and conditions of the transfer by the Eranda Rothschild Foundation of its
Rothschild & Co shares. This Share Disposal Agreement is no longer in force
at 31 December 2017 to the extent that the Eranda Rothschild Foundation
sold its shareholding in Rothschild & Co on 22 June 2017 (please refer to
Section 3.1.2 for more details).