Registration Document - Pernod Ricard

Directors concerned:
◆ Mr. Patrick Ricard, (i) Director of Pernod Ricard Finance, (ii)
permanent representative of Pernod Ricard, Director of Pernod
SA and (iii) permanent representative of Pernod Ricard, Director
of Ricard SA;
◆ Mr. Pierre Pringuet, (i) Chairman of the Board of Pernod Ricard
Finance, (ii) Director of Pernod SA and (iii) Director of Ricard SA;
◆ Mr. François Gérard, Director of Pernod SA.
It should be noted, however, that Pernod Ricard was not designated
as attorney in this transaction, Pernod Ricard Finance taking on this
role instead.
Brand licensing agreements
Licensing agreement
for the Dubonnet brand between
Pernod Ricard and Ricard SA
The Board of Directors on 5 November 2008 authorised Pernod
Ricard to grant Ricard, from 1 January 2009, the licence to exploit the
Dubonnet brand in France, previously held by Cusenier.
The royalties billed are proportional to sales and amounted to €61,320
for 2008/2009.
Directors concerned:
◆ Mr. Patrick Ricard, permanent representative of Pernod Ricard,
Director of Ricard SA;
◆ Mr. Pierre Pringuet, Director of Ricard SA.
Change in the method of calculating
royalties on anis-based brands
To simplify the way in which royalties on anis-based drink brands
were calculated and bring them into line with the Group’s usual
practice, the Board of Directors, on 5 November 2008, authorised the
renewal for 5 years, starting on 1 January 2009, of the licences granted
to Ricard and Pernod on changed financial terms. The royalty paid will
henceforth be proportional to sales.
Directors concerned:
◆ Mr. Patrick Ricard, permanent representative of Pernod Ricard,
Director of Ricard SA and Pernod SA;
◆ Mr. Pierre Pringuet, Director of Ricard SA and Pernod SA;
◆
Mr. François Gérard, Director of Pernod SA.
Acquisition of 100% of V&S Luksusowa
Zielona Gora SA
In the context of the Group’s reorganisation following the acquisition
of Vin & Sprit Aktiebolag (V&S), the Board of Directors on 5 November
2008 authorised Pernod Ricard to acquire the Polish company V&S
Luksusowa Zielona Gora SA, owned by V&S, for a market value
estimated at a maximum of €300 million.
PERNOD RICARD SA FINANCIAL STATEMENTS 5
Special Statutory Auditor’s Report on regulated agreements and commitments
Director concerned:
◆ Mr. Pierre Pringuet, CEO of Vin & Sprit Aktiebolag.
It should be noted, however, that this acquisition never took place.
Reorganisation of Pernod Ricard’s holding
in Austin Nichols & Co
Authorisation of a swap contract
with Pernod Ricard Finance
In the context of the reorganisation of the Group’s US holding
structure, the Board of Directors on 5 November 2008, authorised the
implementation of a currency swap contract between Pernod Ricard
and Pernod Ricard Finance to eliminate exposure to fluctuations in
the euro/dollar exchange rate on transactions undertaken as part of
the planned restructuring.
Directors concerned:
◆ Mr. Patrick Ricard, also a Director of Pernod Ricard Finance;
◆ Mr. Pierre Pringuet, also Chairman of the Board of Pernod Ricard
Finance.
It should be noted, however, that this contract was never
implemented.
Transfer of Lina 12
In the context of the reorganisation of the Group’s US holding
structure, the Board of Directors on 5 November 2008 authorised
the transfer of the company Lina 12 to Pernod Ricard. Lina 12 had
previously been owned by Lina 7, itself a direct subsidiary of Pernod
Ricard.
Lina 7 ceded the whole of Lina 12’s capital for €29,263.
Director concerned:
◆ Mr. Pierre Pringuet, also Chairman of Lina 7.
Remuneration and benefits package
of Mr. Pierre Pringuet, CEO
As a result of its review, in accordance with AFEP-MEDEF corporate
governance recommendations, of the remuneration terms attaching
to Mr. Pierre Pringuet as CEO, the Board of Directors on 12 February
2009 authorised, in the event of the termination of his appointment,
the introduction of a two-year non-compete clause associated with
an indemnity of one year’s gross remuneration (fixed and variable
as earned for the twelve months preceding the termination of the
appointment).
The Board of Directors also authorised the renewal of Mr. Pierre
Pringuet’s entitlements under the collective supplementary defined
benefits pension scheme on the same terms as those applying to
Group senior managers, as implemented at Pernod Ricard since
1990. Shareholders are reminded that since this date, Group senior
managers who end their careers at Pernod Ricard have benefited
from a collective pension scheme providing defined benefit pensions
as a top-up to their statutory entitlements, subject to a number
of conditions, mainly related to length of service and level of
remuneration.
Under certain conditions, this scheme provides for the payment of
an annuity to the retired beneficiary and payment of a benefit to the
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