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CAPITAL STRUCTURE
At 31 March 2010, the Company had 195 941 286 ordinary shares and 1 000 management
shares of no par value in issue.
The ordinary shares confer on the shareholder the entitlement to participate in and to vote
at meetings of shareholders, with each share carrying the right to one vote. Each share also
entitles each shareholder to receive a proportionate share of any dividend that the Company
may declare and a proportionate share of the net assets of the Company on a liquidation.
The liability of shareholders is limited to the amount of their investment in the Company.
The ordinary shares are listed on the Luxembourg Stock Exchange.
The management shares confer the same rights with regard to voting, dividends and the
distribution of assets on liquidation as the ordinary shares. In addition, as holder of management
shares, the General Partner has broad powers to manage the Company and has unlimited
liability for any obligations of the Company that cannot be met from the assets of the Company.
The management shares are not listed.
The Company has an authorised share capital (including the issued capital) of
1 123 302 000
represented by 999 999 999 ordinary shares and 1 000 management shares. The General
Partner has been authorised to issue ordinary shares (and/or instruments convertible into
ordinary shares or giving rights to subscribe to ordinary shares) up to the total authorised share
capital. Ordinary shares may be issued within the authorised share capital of the Company
with or without reserving any pre-emptive subscription rights existing under Luxembourg
company law to existing ordinary shareholders at the discretion of the General Partner.
The total number of voting rights at 31 March 2010 was 195 942 286.
The ordinary shares are freely transferable. In accordance with the Statutes of the Company,
shareholders exceeding certain thresholds are obliged to notify the Company, failing which
the General Partner may disregard the voting rights attaching to the shares and certain
restrictions may apply to such shareholdings in accordance with the terms of Article 10
of the Company's Statutes.
The management shares are transferable only to a successor or an additional manager with
unlimited liability for the Company's financial liabilities.
REINET SOUTH AFRICAN DEPOSITORY RECEIPTS (`DR
S
')
Ownership of the ordinary shares is split between those which are held in the form of shares
and those held through the form of DRs. The DRs are listed in Johannesburg.
DRs were issued to the former Richemont DR holders when the Company was established
and additional DRs were issued to the shareholders of Remgro Limited in exchange for the
contribution to the Company by Remgro of 10 per cent of its holding of BAT shares in
November 2008. In addition, DR holders who participated in the rights issue also received
additional DRs in exchange for the BAT shares contributed to the Company pursuant to the
rights issue.
Richemont Securities AG was previously a wholly-owned subsidiary of CFR SA and is
now owned in equal part by the Fund and CFR SA. It acts as Depository for the issuance,
transfer and cancellation of Reinet DRs. Richemont Securities also operates the Richemont
DR programme.
REINET
Reinet Investments S.C.A. Annual Report and Accounts 2010
17