Rothschild & Co : Regulated release - Draft Response Document

THIS PRESS RELEASE DOES NOT CONSTITUTE A TENDER OFFER AND IS NOT INTENDED FOR DISTRIBUTION IN JURISDICTIONS WHERE THE PROPOSED OFFER WOULD NOT BE PERMITTED. THE OFFER AND THE DRAFT RESPONSE DOCUMENT REMAIN SUBJECT TO REVIEW BY THE FRENCH AUTORITÉ DES MARCHÉS FINANCIERS.

THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH- LANGUAGE PRESS RELEASE WHICH PUBLISHED BY THE COMPANY ON 4 JULY 2023. IN THE EVENT OF ANY DISCREPANCY BETWEEN THIS UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH-LANGUAGE PRESS RELEASE, THE OFFICIAL FRENCH-LANGUAGE PRESS RELEASE SHALL PREVAIL.

PRESS RELEASE DATED 4 JULY 2023

REGARDING FILING DRAFT RESPONSE DOCUMENT PREPARED BY

IN RESPONSE TO

THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF

ROTHSCHILD & CO

INITIATED BY

ROTHSCHILD & CO CONCORDIA

This press release was prepared by the company Rothschild & Co and was published pursuant to Article 232-26 of the French Autoriés des marchés financiers (AMF) General Regulation on 4 July 2023.

The draft offer, the draft offer document and the draft response document remain subject to review by the AMF.

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1et seq. of the AMF General Regulation, in the event that, at the closing of the Offer (as defined hereafter), the number of Rothschild & Co shares not tendered in the Offer by the minority shareholders of Rothschild & Co (with the exception of Rothschild & Co shares subject to a liquidity mechanism and/or assimilated to shares held by the offeror, alone or in concert) does not represent more than 10% of the share capital and voting rights of Rothschild & Co, Rothschild & Co Concordia intends to require the AMF, at the latest within three (3) months following the closing of the Offer, to implement a squeeze-out procedure for the Rothschild & Co shares not tendered in the Offer (other than the Rothschild & Co shares subject to a liquidity mechanism and/or assimilated to shares held by the offeror, alone or in concert), to

The Offer and this Draft Response Document remain subject to review by the AMF

Translation for information purposes only

In case of discrepancy between the French and English versions, the French version shall prevail.

be transferred to Rothschild & Co Concordia in return for compensation per share equal to the Offer price (ex-Dividend 2022 and ex-Extraordinary Distribution (as defined in the Draft Response Document)), i.e., €38.60 per Rothschild & Co share, net of all costs.

This press release must be read together with all other documents published in connection with the Offer. In particular, in accordance with article 231-28 of the AMF General Regulations, a description of the legal, financial and accounting characteristics of Rothschild & Co will be filed with the AMF and made available to the public no later than the day preceding the opening of the Offer.

A press release will be issued to inform the public of the manner in which this information will be made available.

The draft response document filed with the AMF on 4 July 2023 (the "Draft Response Document") is available on the websites of Rothschild & Co (www.rothschildandco.com/en/) and the AMF (www.amf- france.org), and may be obtained free of charge at the registered office of Rothschild & Co Concordia, 23 bis avenue de Messine, 75008 Paris, France.

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The Offer and this Draft Response Document remain subject to review by the AMF

Translation for information purposes only

In case of discrepancy between the French and English versions, the French version shall prevail.

1. OVERVIEW OF THE OFFER

Pursuant to Title III of Book II and more particularly Articles 233-1et seq. of the AMF General Regulation, Rothschild & Co Concordia, a société par actions simplifiée (simplified joint stock company) having its registered office at 23 bis, avenue de Messine, 75008 Paris, France, and registered with the Paris Trade and Companies Registry under number 499 208 932 ("Concordia" or the "Offeror"), acting in concert within the meaning of Article L. 233-10 of the French Commercial Code with the members of the Concert (as defined below), irrevocably offers to all the shareholders of Rothschild & Co, a société en commandite par actions (limited partnership with shares), having its registered office at 23 bis avenue de Messine, 75008 Paris, France, registered with the Paris Trade and Companies Registry under number 302 519 228 ("Rothschild & Co" or the "Company", and together with its directly- or indirectly-owned subsidiaries, the "Group"), to purchase in cash all of their shares in the Company whether outstanding or to be issued (the "Shares") other than the Shares held, on the date of the draft offer document prepared by the Offeror and filed with the AMF on 8 June 2023 (the "Draft Offer Document"), directly or indirectly, by the members of the Concert (subject to the exceptions set out below) in the context of a simplified tender offer on the terms described below (the "Offer").

The Offer price is €46.60 per Share cum-Extraordinary Distribution (as defined in the Draft Response Document) and ex-Dividend 2022 (as defined in the Draft Response Document), and €38.60 per Share ex- Extraordinary Distribution. The record date and the ex-date for the Extraordinary Distribution will be set by the managing partner (gérant statutaire) of the Company in accordance with the 3rd resolution approved by the general meeting of the shareholders of the Company on 25 May 2023, and shall occur after the clearance decision of the AMF on the Offer and at the latest before the opening of the Offer. It is specified, as necessary, that this Extraordinary Distribution will be paid to all shareholders of the Company who hold Shares on the record date, regardless of whether they decide to tender their Shares to the Offer.

The Shares are admitted to trading on Compartment A of the Euronext Paris regulated market ("Euronext Paris") under ISIN Code FR0000031684 (ticker symbol: ROTH).

The Offeror indicates acting in concert within the meaning of Article L. 233-10 of the French Commercial Code with (x) Rothschild & Co Gestion1, general partner and managing partner (gérant statutaire) of the Company; (y) certain historical shareholders of the Company: Holding Financier Jean Goujon2, two entities related to the Maurel family (BD Maurel3, Société Civile Paloma4) and Mr. Marc Maurel5 (together the

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A société par actions simplifiée (simplified joint stock company) having its registered office at 3 rue de Messine, 75008 Paris, France, registered with the Paris Trade and Companies Registry under number 537 770 943.

A société par actions simplifiée (simplified joint stock company) having its registered office at 3 rue de Messine, 75008 Paris, France, registered with the Paris Trade and Companies Registry under number 342 889 326, the holding company of Edouard de Rothschild.

A société civile (non-commercial partnership) having its registered office at 10 rue de la Riante, 13008 Marseille, France, registered with the Marseille Trade and Companies Registry under number 537 978 934.

A société civile (non-commercial partnership) having its registered office at 9 boulevard de Belgique, 78110 Le Vésinet, France, registered with the Versailles Trade and Companies Registry under number 817 487 523.

It being specified that Mr. Marc Maurel is acting in concert but is not a party to the Investment Agreement and to the Shareholders' Agreement (as described (as defined in the Draft Response Document)).

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The Offer and this Draft Response Document remain subject to review by the AMF

Translation for information purposes only

In case of discrepancy between the French and English versions, the French version shall prevail.

"Maurel Family"), Mr. François Henrot and an entity related to him (FH GFA6)7, Groupe Industriel Marcel Dassault8, Giuliani Investimenti S.A.9, Mr. Hubertus von Baumbach, and DKTRANS S.à r.l.10; and

1. co-investors:Rothschild & Co Partners11, a company newly created for the purposes of gathering together the Group's "partners" and a limited number of persons with key functions in the Group (together, the "Partners") and with the aim of holding a significant and long-term stake in the Company, Norbert Dentressangle Investissements12, Peugeot Invest Assets13, Mousseshield, L.P.14 and several entities associated with the English Rothschild family (including Hannah Rothschild) (Fondation Berma15, The Rothschild Foundation16, Rothschild Foundation (Hanadiv) Europe17, Five Arrows Investments Limited18, Trust Corporation of the Channel Islands Limited Private and Corporate Trustees Limited and Directors One Limited as Trustees of the Emily and Amelia Trust - J Fund19), hereinafter referred to, together with the Offeror, as the "Concert".

As of 29 June 2023, the Concert held 42,562,532 Shares and 79,646,252 voting rights representing respectively 55.2% of the share capital and 66.8% of the theoretical voting rights of the Company20.

6 An entreprise unipersonnelle à responsabilité limitée (sole member limited liability company) having its registered office at 60 rue des Saints-Pères, 75007 Paris, France, registered with the Paris Trade and Companies Register under number 753 129 634.

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Holding Financier Jean Goujon, the two entities related to the Maurel family and Mr François Henrot (and his holding company) were already acting in concert with the Offeror in the context of the Enlarged Family Concert (as defined (as defined in the Draft Response Document)).

A société par actions simplifiée (simplified joint stock company) having its registered office at 9 rond-point des Champs-ÉlyséesMarcel-Dassault, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 400 628 079.

1. A société anonyme (joint stock company) having its registered office at 18 avenue de la Porte Neuve, L-2227 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B275597, and related to Mr. Giammaria Giuliani.
2. A société à responsabilité limitée (limited liability company) having its registered office at 77 boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B48358.
3. A société par actions simplifiée (simplified joint stock company) having its registered office at 3 rue de Messine, 75008 Paris, France and registered with the Paris Trade and Companies Registry under number 922 528 112.
4. A société par actions simplifiée (simplified joint stock company) having its registered office at 30 bis Rue Sainte-Hélène 69002 Lyon, France, registered with the Lyon Trade and Companies Registry under number 420 469 454.
5. A société par actions simplifiée (simplified joint stock company) having its registered office at 66 avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France, registered with the Nanterre Trade and Companies Registry under number 535 360 564.
6. A limited partnership having its registered office at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America, controlled by Moussecote, LLC controlled by M. Arthur Heilbronn.
7. A foundation having its registered office at Rue St. Leger 6, c/o Grumbach Sarl, 1205 Geneva, Switzerland, registered with the Commercial Registries of Switzerland under number CHE-100.294.405.
8. A foundation having its registered office at Windmill Hill, Silk Street, Waddesdon, Buckinghamshire, HP18 0JZ, United Kingdom, registered with Companies House under number 07350078.
9. A foundation having its registered office at 15 St. James's Place, London, SW1A 1NP, United Kingdom, registered with Companies House under number 03948898.
10. A private limited company having its registered office at Estate Yard Office, Queen Street, Waddesdon, Buckinghamshire, HP18 0JW, United Kingdom, registered with Companies House under number 02008260.
11. Having their registered offices at Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey.
12. Based on a total of 77,102,666 Shares and 119.225.492 theoretical voting rights in the Company as of 28 June 2023. In accordance with Article 223-11 of the AMF General Regulation, the total number of voting rights is calculated on the basis of all the Shares to which voting rights are attached, including Shares without voting rights such as treasury shares.

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The Offer and this Draft Response Document remain subject to review by the AMF

Translation for information purposes only

In case of discrepancy between the French and English versions, the French version shall prevail.

The Draft Offer Document indicates that the proposed Offer targets all Shares, whether outstanding or to be issued, that are not held, directly or indirectly, by the Offeror either individually or collectively together with the Concert:

1. which are already issued, i.e., a maximum of 34,540,134 Shares, and
2. which could be issued before the closing of the Offer, or, as the case may be, before the implementation of a squeeze-out, as a result of the exercise of 157,111 Stock Options (as defined in Section 2.2.5(b) (Situation of the holders of Stock Options) of the Draft Response Document) granted by the Company under the first tranche of the 2013 Stock Option Plan (as defined in Section 2.2.5(b) (Situation of the holders of Stock Options) of the Draft Response Document), i.e., a maximum of 189,678 Shares21;

except for the following Shares:

1. the 1,454,623 Shares which are subject to a holding period commitment (whether collective and/or individual) pursuant to the provisions of Article 787 B of the French Tax Code ("FTC") (the "Dutreil Shares") which are intended to be subject to a liquidity mechanism, as described in Section 6.4 (Dutreil Shares liquidity mechanism) of the Draft Response Document22; and
2. the 6,002,746 Shares which are subject to undertakings not to be tendered in the Offer and to instructions given to the account holder to block the relevant Shares during the Offer period and which might be subject to an undertaking of transfer or contribution to Rothschild & Co Partners23, as described in Section 6.5 (Transfer of Shares to Rothschild & Co Partners) of the Draft Response Document, (it being specified that among these 6,002,746 Shares, 2,780,339 Shares24 will result from the exercise of Stock Options, the delivery of Shares pursuant to the restricted share units acquired by the Partners under the Company's Stock Option allocation plans ("RSUs") and pursuant to the non-cash instruments ("NCIs")),

(together, the "Excluded Shares"),

1. It is specified that this number of Shares has been calculated taking into account the adjustment of the subscription or purchase price and of the number of Shares underlying the Stock Options, as described in Section 2.2.5(b) (Situation of the holders of Stock Options) of the Draft Response Document.
2. The Dutreil Shares subject to the liquidity mechanism described in Section 6.4 (Dutreil Shares liquidity mechanism) of the Draft Response Document will be assimilated as Shares held by the Offeror pursuant to Article L. 233-9 I, 4° of the French Commercial Code, as from the signature of these undertakings.
3. The Shares subject to an undertaking to contribute or transfer to Rothschild & Co Partners described in Section 6.5 (Transfer of Shares to Rothschild & Co Partners) of the Draft Response Document, will be assimilated as Shares held by Rothschild & Co Partners pursuant to Article L. 233-9 I, 4° of the French Commercial Code, with which the Offeror is acting in concert, as from the signature of these undertakings.
4. It is specified that this number of Shares has been calculated taking into account the adjustment of the subscription or purchase price and of the number of Shares underlying the Stock Options, as described in Section 2.2.5(b) (Situation of the holders of Stock Options) of the Draft Response Document.

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