Rothschild : General Meeting document (entitled “Notice of Meeting”)

Notice of Meeting

Combined General Meeting 20 May 2021

One Group organised around

3 businesses

• Global Advisory
• Wealth and Asset Management
• Merchant Banking

3,587 employees

62 locations

43 countries

This document is a free translation into English of the "Avis de convocation" prepared in connection with the Combined General Meeting to be held on 20 May 2021 (this "General Meeting Document"). It is provided solely for the convenience of English-speaking readers. In case of conflict, the French original shall prevail.

Contents

1.	Message from the Managing Partner	2
2.	Agenda	3
	2.1	Within the remit of the ordinary General Meeting	3
	2.2	Within the remit of the extraordinary General Meeting	4
	2.3	Within the remit of the ordinary General Meeting	4

3.	Proposed resolutions and reports of the Managing Partner	5
	3.1	Proposed resolutions submitted by the Managing Partner
		and Managing Partner's report on these resolutions	5
	3.2	Report of the Managing Partner on share
		subscription or purchase options	30

4.	Supervisory Board's reports	33
	4.1	Supervisory Board's report to the General Meeting	33
	4.2	Supervisory Board's report on corporate governance	36
5.	Statutory Auditors' reports	37
	5.1	Statutory Auditors' report on regulated agreements	37
	5.2	Statutory Auditors' report on the authorisation to
		grant options for the subscription or purchase of the
		Company's shares	38
	5.3	Statutory Auditors' report on the authorisation to grant
		bonus shares whether issued or to be issued	39
	5.4	Statutory Auditors' report on the share capital increase
		reserved for members of a corporate savings plan	40
	5.5	Other Statutory Auditors' reports	41
6.	How to participate in the General Meeting	42
	6.1	Prior formalities to be carried out in order
		to participate in the General Meeting	42
	6.2	General Meeting coordinator	42
	6.3	Ways to participate in the General Meeting	43
	6.4	Voting form	44
	6.5	Position of shareholders as from the sending
		of their voting form	46
	6.6	Other information	46
7.	Cross reference table	48
8.	Request for documents and additional information	51

Rothschild & Co | Combined General Meeting - 20 May 2021      1

1.  Message from the Managing Partner

Dear Shareholders,

I am pleased to inform you that the Combined General Meeting of Rothschild & Co SCA will be held on:

Thursday 20 May 2021 at 10.30 am (Paris time) At the Company Webcast Studio

8, place de l'Opéra - 75009 Paris, France

Given the COVID-19 outbreak and in accordance with the legal measures adopted and the arrangements made by the French Government to slow the spread of the virus, the General Meeting will, however, be held behind closed doors, without shareholders physically present.

Each General Meeting is a special moment for sharing information, exchanging views and talking together for you, the Chairman of the Supervisory Board, David de Rothschild, the management and for me, so we very much regret this situation. However, since the beginning of the pandemic, our priority has been, and remains, the safety of everyone, so we have to adapt accordingly. Nevertheless, we would like you to be able to participate as much as possible by voting on important decisions that concern the Company ahead of the meeting through one of the three following options:

-- online via the secure voting platform VOTACCESS; or -- by mail using the voting form; or

-- by proxy using the voting form or electronically.

We are committed to encouraging dialogue with our shareholders so you will have the opportunity to ask questions right up to the beginning of the Question & Answer session of the General Meeting as laid out in the General Meeting Document.

The General Meeting will also allow us to present the strategy, financial results, our continued commitment to corporate responsibility and the outlook of the Group to you. You will have the opportunity to follow the meeting, live or via replay, on our website (www.rothschildandco.com).

At the General Meeting, you will be asked, among the ordinary resolutions, to approve the financial statements, the appropriation of income and to fix the dividend;

to ratify the appointment and the renewal of certain Supervisory Board members' terms of office; to approve the maximum global annual amount of remuneration which may be allocated to the members of the Supervisory Board; the "say on pay" on the remuneration of corporate officers; the setting of the cap of the variable compensation and, on a consultative basis and on a consolidated basis, the total amount of compensation of the Material Risk Takers; the authorisation granted to the Managing Partner to buy back the Company's shares and, among the extraordinary resolutions, the renewal of financial authorisations granted to the Managing Partner.

More specifically, with regard to the appropriation of income, as already announced, Rothschild & Co would normally have proposed the payment of a dividend

of €0.85 per share to the General Meeting, called to approve the financial statements for 2019, and €0.89 per share at this General Meeting. However, following the recommendations of the Autorité de Contrôle Prudentiel et de Résolution (ACPR) in 2020 and 2021, no dividend was paid in 2020 and the dividend proposed this year is restricted to €0.70 per share. It is however our intention to pay the remaining amount of €1.04 per share in the form of an exceptional dividend in respect of the 2021 financial year as and when the regulator allows, which we currently expect to be in the fourth quarter of 2021, in the absence of materially adverse developments.

You will find in this General Meeting Document the relevant information for our General Meeting including its agenda, the text of the resolutions to be submitted to your vote, the related reports as well as the practical procedures to enable you to participate.

On behalf of Rothschild & Co, the members of the Supervisory Board and the Managing Partners of Rothschild & Co Gestion SAS, we would like to thank you for your continued support, your confidence and the attention you give to the resolutions submitted to your vote.

Alexandre de Rothschild

Executive Chairman of Rothschild & Co Gestion SAS, Managing Partner of Rothschild & Co

2      Rothschild & Co | Combined General Meeting - 20 May 2021

2.  Agenda

2.1  Within the remit of the ordinary General Meeting

• Management report of the Managing Partner in respect of the financial year ended 31 December 2020
• Managing Partner's report on the ordinary resolutions
• Supervisory Board's report to the General Meeting
• Supervisory Board's report on corporate governance drawn up in accordance with Articles L.226-10-1 and L.22-10-78 of the French Commercial Code (Code de commerce)
• Statutory Auditors' reports on the financial statements for the financial year ended 31 December 2020
• Statutory Auditors' report on regulated agreements (conventions réglementées)
• Approval of the Company's financial statements for the financial year ended 31 December 2020 (1st resolution)
• Appropriation of income for the financial year ended 31 December 2020 and determination of dividend (2nd resolution)
• Approval of the consolidated financial statements for the financial year ended 31 December 2020 (3rd resolution)
• Statutory Auditors' report on regulated agreements (conventions réglementées) referred to in Articles L.226-10 and L.225-38et seq. of the French Commercial Code (Code de commerce) (4th resolution)
• Ratification of Mrs. Véronique Weill's appointment (cooptation) as a member of the Supervisory Board (5th resolution)
• Renewal of the appointment of Mr. David de Rothschild as a member of the Supervisory Board (6th resolution)
• Renewal of the appointment of Mrs. Lucie Maurel-Aubert as a member of the Supervisory Board (7th resolution)
• Renewal of the appointment of Mr. Adam Keswick as a member of the Supervisory Board (8th resolution)
• Renewal of the appointment of Mr. Anthony de Rothschild as a member of the Supervisory Board (9th resolution)
• Renewal of the appointment of Sir Peter Estlin as a member of the Supervisory Board (10th resolution)
• Renewal of the appointment of Mr. Sylvain Héfès as a member of the Supervisory Board (11th resolution)
• Renewal of the appointment of Mr. Sipko Schat as a member of the Supervisory Board (12th resolution)
• Approval of the remuneration policy applicable to the Managing Partner and to the Executive Chairman of the Managing Partner (13th resolution)
• Approval of the remuneration policy applicable to the members of the Supervisory Board (14th resolution)
• Approval of the corporate officers' remuneration-related information referred to in Article L.22-10-9 Paragraph I of the French Commercial Code (15th resolution)
• Approval of the components of remuneration paid during, or awarded in respect of, the financial year ended 31 December 2020 to the Managing Partner (16th resolution)
• Approval of the components of remuneration paid during, or awarded in respect of, the financial year ended
  31 December 2020 to Mr. Alexandre de Rothschild, Executive Chairman of the Managing Partner (17th resolution)
• Approval of the components of remuneration paid during, or awarded in respect of, the financial year ended 31 December 2020 to Mr. David de Rothschild, Chairman of the Supervisory Board (18th resolution)
• Determination of the maximum global annual amount of remuneration which may be allocated to the members of the Supervisory Board as from 1st January 2021 (19th resolution)
• Approval of the cap on variable compensation for persons identified in accordance with Article L.511-71 of the French Monetary and Financial Code (Code monétaire et financier) in respect of the financial year ending 31 December 2021 and subsequent financial years until otherwise decided (20th resolution)
• Consultative vote on a consolidated basis on the total amount of compensation of any kind paid to persons identified in accordance with article L.511-71 of the French Monetary and Financial Code during the financial year ended 31 December 2020 (21st resolution)
• Authorisation granted to the Managing Partner to buy back Company's shares (22nd resolution)

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