Registration Document - Pernod Ricard

COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING 6
Presentation of the resolutions
This authorisation would be valid for a period of 26 months from the
date of this Shareholders’ Meeting.
17th resolution (issues without preferential
subscription rights)
Your Board of Directors, in the interests of your Company and
its shareholders, in order to take up opportunities offered by the
financial markets under certain circumstances, could carry out
share issues both on the international market and on the French and
foreign markets, without exercising the shareholders’ preferential
subscription right.
Your Board of Directors requests, by voting on the 17th resolution, that
you delegate it your authority to issue shares and securities granting
access to the capital with the cancellation of the shareholders’
preferential subscription right up to €80 million.
This amount is common to the 18th (increase in the number of
securities issued with cancellation of preferential subscription
rights), 19th (compensation of contributions in kind), 20th (public
offer of exchange initiated by the Company) and 25th (share capital
increases reserved for employees) resolutions and will be deducted
from the Maximum Overall Limit for the same 26-month period.
The maximum nominal amount of securities representing debts
(granting access to the capital) on the Company that can be issued
by virtue of this authorisation would be limited to €4 billion and
would be deducted from the €5 billion maximum limit fixed by the
16th resolution.
Increase in the number of shares
to be issued in the event of a share capital
increase with or without preferential
subscription rights
Accordingly by voting on the 18th resolution we request that you
delegate the authority of the Shareholders’ Meeting to the Board of
Directors to decide, if it records a surplus demand during a share
capital increase with or without preferential subscription rights,
to increase the number of shares to be issued at the same price as
that chosen for the initial issue, within the time periods and limits
stipulated by the regulations.
This option enables the Board, as part of a share issue, to carry out
within 30 days after the subscription period ends, an additional
share issue of a maximum of 15% of the initial issue (this is called the
“overallocation option”).
This authorisation would be valid for a period of 26 months from the
date of this Shareholders’ Meeting.
Authorisation to increase the share capital
with a view to remunerating contributions
in kind within the 10% limit of the share
capital
Accordingly by voting on the 19th resolution, we request that you
authorise the Board of Directors to issue shares and securities, with a
view to remunerating purchases of companies’ shares.
This option, that could be offered to the Board of Directors for
26 months from this Shareholders’ Meeting, would be limited to 10%
of the Company’s share capital.
Authority to increase the share capital
in the event of a public offer of exchange
initiated by the Company
In the same way, by voting on the 20th resolution, we request that
you authorise the Board of Directors to issue shares and securities,
with a view to carrying out a public offer of exchange or a similar
transaction on securities of another company.
This option could be offered to the Board of Directors for 26 months
from the date of this Shareholders’ Meeting and would be limited to
20% of the Company’s share capital at the time of the issue.
Delegation of authority to be granted
to the Board of Directors to issue securities
representing debts granting entitlement
to the allocation of debt securities
The purpose of the 21st resolution subject to your vote is to delegate
to the Board of Directors the authority to issue securities representing
debts granting entitlement to the allocation of debt securities, such
as convertible or redeemable bonds in another bond-type security.
The total nominal amount of the share issues carried out by virtue
of this delegation cannot exceed a maximum limit of €5 billion
fixed independently of any other limit relating to issues of debt
securities authorised by this Meeting and issues of bonds authorised
or determined by the Board of Directors.
This authorisation would be valid for a period of 26 months from the
date of this Shareholders’ Meeting.
Delegation of authority to increase
the share capital by the capitalisation
of premiums, reserves and earnings
We request that you, through voting on the 22nd resolution,
authorise the Board of Directors to increase the share capital by
the capitalisation of premiums, reserves, earnings or other. This
transaction, which may not necessarily involve issuing new shares,
must be made by the Extraordinary Shareholders’ Meeting under
conditions of quorum and majority of the Ordinary Meetings.
This delegation would enable your Board to increase share capital up
to a maximum amount of €200 million deducted from the Maximum
Overall Limit.
This authorisation would be valid for a period of 26 months from the
date of this Shareholders’ Meeting.
Authorisation to the Board of Directors
to grant stock options
The purpose of the 23rd resolution is to enable the Board of Directors
to allocate stock options to members of the salaried staff and eligible
D irectors of the Company or its Group.
This authorisation would be valid for a period of 38 months from the
date of this Shareholders’ Meeting. It could give rise to the allocation
of shares representing a maximum of 5% of the current share capital
of the Company.
I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 159