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MINUTES
OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF REINET INVESTMENTS S.C.A.
(the “Company”)
HELD IN LUXEMBOURG
AT HOTEL LE ROYAL
12, BOULEVARD ROYAL, L- 2449
ON 15 SEPTEMBER 2009 AT 2.30 PM
On 15 September 2009, the annual general meeting of the Company was held in accordance with the articles of incorporation of the Company.
In accordance with the articles of the Company, Reinet Investments Manager S.A., being the manager and general partner of the Company (the “General Partner”) represented by Mr Johann Rupert acted as chairman of the meeting.
The Chairman opened the meeting and welcomed the participants.
The Chairman welcomed the other members of the board of directors of the General Partner who were present at the meeting being:
- Mr Jo Schwenke
- Mr Alan Grieve
- Mr Eloy Michotte
The Chairman welcomed the nominees to the Board of Overseers being:
- Mr Denis Falck
- Dr Peter Kaul
- Mr Yves Prussen
- Mr Ian Whitecourt
The Chairman stated that the present annual general meeting had been convened, as provided in the articles, by a notice sent to all registered shareholders by registered mail and published in the Luxembourger Wort and la Voix du Luxembourg on 31 August 2009 and distributed by the Registrar through the usual channels. The convening notice containing the agenda for the meeting had also been published in the annual report and on the Reinet website. The statutory financial statements of the Company and the consolidated financial statements for the accounting period ended 31 March 2009, together with the reports of the Independent Auditors on both sets of accounts, the report of the Board of Overseers and the report of the General Partner of the Company were available at the registered office of the Company and posted on the website of the Company from 31 August 2009.
The Chairman proposed that the shareholders appoint Mr Swen Grundmann as secretary and to elect Ms Diane Longden as scrutineer to the meeting. The proposals were accepted.
The Chairman reminded the meeting of the provisions of the law, pursuant to which the annual general meeting may be validly held whatever the number of shares present or represented at such meeting and of the provisions of the articles of association of the Company pursuant to which resolutions shall be validly adopted at the annual general meeting if approved by an absolute majority of those present and voting.
The Chairman further noted that it appeared from the attendance list that out of a total of 195,941,286 ordinary shares and 1,000 management shares in issue in the Company, a total of 144’009’381 ordinary shares (or 73,5 %) and all the 1,000 management shares were represented by proxy at the annual general meeting.
The Chairman was appointed to represent the proxy votes, which had been cast substantially in favour of each of the proposals.
The meeting was thus validly and regularly constituted and able to validly deliberate on the agenda as set out in the convening notice.
The Chairman informed the meeting that the meeting was to receive a special report by the General Partner setting out any transactions in which any of the directors of the General Partner may have had an interest conflicting with that of the Company. The Chairman reported that the formation of Reinet in its current form and the various capitalisation events have been approved by the shareholders and that these have been implemented as set out in the prospectus and the rights issue prospectus. Compagnie Financière Rupert was underwriter to the rights issue which closed last December. This was fully disclosed in advance and there was no conflict of interest between the interests of the shareholders in general and Compagnie Financière Rupert.
The Chairman reported in accordance with the Company Law that there had been no transactions during the period ended 31 March 2009 in which any of the directors of the General Partner had an interest conflicting with the interests of the Company itself. He also advised that the information required to be made public by the Company in accordance with article 11 of the Law on Takeovers had been included in the Annual Report.
AGENDA
(1) To consider the report of the General Partner to the shareholders; the report of the Board of Overseers; and the reports by the Independent Auditors of the Company in respect of the statutory financial statements of the Company and in respect of the consolidated financial statements for the accounting period ended 31 March 2009
The Chairman noted that the reports had been published in the Reinet 2009 annual report and on the Company's website.
The Chairman reported that both the Board of Overseers and the Independent Auditors had confirmed that the financial statements provide a true and fair view of the results and financial position of the Company and the consolidated group.
The Chairman reported that the Independent Auditors had no further items to report to the meeting.
The Chairman confirmed that there had been no transaction in which any of the directors had an interest conflicting with the company’s interest during the period under review.
(2) Approval of the statutory financial statements of the Company for the accounting period ended 31 March 2009
Following presentation of the report of the General Partner, the Independent Auditors’ Report on the statutory financial statements, and the report of the Board of Overseers, the Chairman submitted the statutory financial statements of the Company for the period ending 31 March 2009 for approval by the meeting.
The Chairman declared that, out of the proxy votes received in advance of the meeting 144’009’687 votes (including the management shares) were in favour of the resolution, 57 votes against the resolution and 637 abstained from voting on this agenda point. Thus, the resolution had been adopted.
(3) Approval of the consolidated financial statements for the accounting period ended 31 March 2009
Following presentation of the report of the General Partner, the Independent Auditors’ Reports, and the Board of Overseers on the consolidated financial statements of the Company, the Chairman submitted the consolidated financial statements of the Company and its group for the accounting period ended 31 March 2009 for approval by the meeting.
The Chairman declared that, out of the proxy votes received in advance of the meeting 144’009’687 votes (including the management shares) were in favour of the resolution, 57 votes against the resolution and 637 abstained from voting on this agenda point. Thus, the resolution had been adopted.
(4) Approval of the release of the non-distributable reserve of € 771,707,000 created in connection with the reductions of capital on 20 October 2008 and 3 November 2008 to retained earnings
The Chairman explained that following the reductions of capital of the Company which occurred on 20 October 2008 and 3 November 2008, a non-distributable reserve of €771,707,000 had been created in compliance with Luxembourg law as part of the restructuring process last year; firstly when the Company distributed the luxury goods assets to Compagnie Financière Richemont SA in October and, secondly, when the Company distributed the majority of its holding of British American Tobacco shares to shareholders in November and that it was proposed now to release such non-distributable reserve to retained earnings.
The Chairman declared that, out of the proxy votes received in advance of the meeting 143’988’523 votes (including the management shares) were in favour of the resolution, 57 votes against the resolution and 21’801 abstained from voting on this agenda point. Thus, the resolution had been adopted.
(5) Approval of the proposed appropriation of the retained earnings of the Company at 31 March 2009, including the amounts transferred from the non-distributable reserve as described in the above agenda
The Chairman informed the meeting that, pursuant to Luxembourg law, the Company is to make transfers to a legal reserve until such legal reserve reaches 10% of the issued share capital of the Company. The proposed transfer would achieve that level of legal reserve.
The Chairman reported to the meeting that it is proposed to appropriate the retained earnings, including the amounts transferred from the non-distributable reserve as follows:
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€
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Transfer to Legal Reserve
| 600 000 | Balance to be carried forward
| 918 996 851
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The Chairman declared that, out of the proxy votes received in advance of the meeting 143’988’501 votes (including the management shares) were in favour of the resolution, 57 votes against the resolution and 21’823 abstained from voting on this agenda point. Thus, the resolution had been adopted.
(6) Discharge of the General Partner from its obligation in respect of the accounting period ended 31 March 2009 and discharge of the members of the Board of Overseers of the Company who held office in respect of the accounting period ended 31 March 2009 from their obligations
By a special vote and as recommended by the General Partner, the meeting resolved to grant discharge (quitus) to the General Partner and all the members of the Board of Overseers of the Company who have been in office during the accounting period ended 31 March 2009 for the proper performance of their duties.
The Chairman declared that, out of the proxy votes received in advance of the meeting 136’046’722 votes were in favour of the resolution, 6’896’393 votes against the resolution and 1’067’266 (including the management shares) abstained from voting on this agenda point. Thus, the resolution had been adopted.
(7) Appointment of the members of the Board of Overseers for the financial year ending 31 March 2010
The Chairman informed the meeting that the mandate of each of the members of the Board of Overseers of the Company ended at the present meeting in accordance with the terms of their election and invited the meeting to appoint new members to the Board of Overseers for a term ending in 2010.
The Chairman noted the proposal to appoint Mr Denis Falck, Dr Peter Kaul, Mr Yves Prussen and Mr Ian Whitecourt to the Board of Overseers for a term ending at the Annual General Meeting of the Company to be held in 2010 and briefly introduced each of them.
With respect to the appointment of Mr Denis Falck, the Chairman declared that, out of the proxy votes received in advance of the meeting 142’936’370 votes (including the management shares) were in favour of the resolution, 7’767 votes against the resolution and 1’066’244 abstained from voting on this agenda point. Thus, the resolution had been adopted.
With respect to the appointment of Dr Peter Kaul, the Chairman declared that, out of the proxy votes received in advance of the meeting 142’936’370 votes (including the management shares) were in favour of the resolution, 7’767 votes against the resolution and 1’066’244 abstained from voting on this agenda point. Thus, the resolution had been adopted.
With respect to the appointment of Mr Yves Prussen, the Chairman declared that, out of the proxy votes received in advance of the meeting 142’936’356 votes (including the management shares) were in favour of the resolution, 7’767 votes against the resolution and 1’066’258 abstained from voting on this agenda point. Thus, the resolution had been adopted.
With respect to the appointment of Mr Ian Whitecourt, the Chairman declared that, out of the proxy votes received in advance of the meeting 142’936’348 votes (including the management shares) were in favour of the resolution, 7’767 votes against the resolution and 1’066’266 abstained from voting on this agenda point. Thus, the resolution had been adopted.
The Chairman advised the meeting that at meetings of the shareholders of the General Partner, Reinet Investments Manager SA and the Fund Manager, Reinet Fund Manager SA, held earlier in the day, the current boards of directors had been re-elected and that Mr Josua Malherbe and Dr Frederick Mostert had been appointed to the Boards.
(8) Resolution in relation to the remuneration of the Board of Overseers in respect of the financial year ending 31 March 2010
The Chairman invited the meeting to approve the payment of an annual compensation of €40,000 per annum to each of the members of the Board of Overseers, respectively.
The Chairman declared that, out of the proxy votes received in advance of the meeting 137’114’397 votes (including the management shares) were in favour of the resolution, 20’602 votes against the resolution and 6’875’382 abstained from voting on this agenda point. Thus, the resolution had been adopted.
After having noted that all the resolutions on the agenda of the Annual General Meeting had been approved, the Chairman closed the meeting.
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