Rothschild : Result of the simplified tender offer for Rothschild & Co’s shares

PRESS RELEASE

Paris, 12 September 2023

Result of the simplified tender offer for Rothschild & Co's shares

• Concordia and the concert members have crossed the 90% threshold of Rothschild & Co's capital and voting rights, thereby allowing for the mandatory buy-out of the remaining shares.

The French Financial Markets Authority (Autorité des Marchés Financiers - AMF) published today the final results of the simplified tender offer made by Concordia for Rothschild & Co's shares (the "Offer").

Upon the settlement-delivery of the Offer, which will occur on 18 September 2023, Concordia and the concert members will hold a total of 68,571,259 Rothschild & Co shares representing 88.74% of the capital and 91.25% of the voting rights of Rothschild & Co1.

In addition, given that Concordia et Rothschild & Co Partners are also in a position to acquire, pursuant to the terms of put and call options and undertakings to transfer Rothschild & Co shares to Rothschild

• Co Partners concluded on 28 July and 4 August 2023, 5,338,014 Rothschild & Co shares 2 , representing 6.91% of the capital and 4.54% of the voting rights of this company, the number of
  Rothschild & Co shares held by the concert (actual and assimilated) amounts to 73,909,273 Rothschild & Co shares3, representing 95.65% of the share capital and 95.79% of the voting rights of this company.

On the strength of this result, Concordia will shortly formulate a request to the AMF to implement the mandatory delisting, as indicated in the Offer Document relative to the Offer.

The mandatory delisting will be subject to the same financial conditions as the Offer, that is 38.60 euros per Rothschild & Co share.

Trading on Rothschild & Co's shares has been suspended pending implementation of the mandatory delisting.

The AMF notice of the result is available on its website (www.amf‐france.org).

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Based on a total of 77,268,269 shares and 117,498,703 theoretical voting rights in Rothschild & Co as 8 September 2023, as published on 11 September 2023 on Rothschild & Co's website.

I.e., (i) 1,454,623 shares which are currently subject to a holding period commitment (whether collective and/or individual) pursuant to Article 787 B of the French Tax Code for which a liquidity mechanism has been concluded as described in Section 1.3.4 (Dutreil Shares liquidity mechanism) of the Offer Document, and (ii) taking into account the adjustment of the subscription or purchase price and of the number of shares underlying the stock options due to the extraordinary distribution of €8.00 per share, a total number of 3,883,391 shares for which an irrevocable undertaking to transfer Rothschild & Co shares to Rothschild & Co Partners has been concluded (as described in Section 1.3.5 (Transfer of Shares to Rothschild & Co Partners) of the Offer Document) and including 359,316 shares that are newly assimilated and correspond to shares likely to result from the exercise of 2024-2026 options that become exercisable as a result of the squeeze-out threshold being reached.

Excluding treasury shares and controlling shares other than shares under option covered by an undertaking to transfer Rothschild & Co shares to Concordia or Rothschild & Co Partners as mentioned above.

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Disclaimer

This press release has been prepared for information purposes only. It does not constitute an offer to buy or a solicitation to sell Rothschild & Co securities in any jurisdiction, including France.

The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply.

For further information :

Rothschild & Co shareholders with questions, please see (Simplified tender offer filed by Concordia (rothschildandco.com)

Or [e-mail]

Press relations - Primatice

Olivier Labesse

Tel: [phone]

[e-mail]

About Rothschild & Co Concordia

Rothschild & Co Concordia is the largest shareholder of Rothschild & Co. All the shareholders of Rothschild & Co Concordia are members of the Rothschild family.

Rothschild & Co Concordia is a French simplified joint stock company (société par actions simplifiée) with a share capital of €167,259,867. Registered with the Paris trade and companies under number 499 208 932. Registered office: 23 bis avenue de Messine, 75008 Paris, France

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