Registration Document - Pernod Ricard

6 Draft
162
COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING
resolutions
Fourth resolution
(Approval of r elated-party agreements referred to in Articles L. 225-38
et seq. of the French Commercial Code)
Having reviewed the special report of the Statutory Auditors on the
related-party agreements and commitments referred to in Article
L. 225-38 et seq. of the French Commercial Code, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, notes the
conclusions of said report and approves the agreements referred to
therein.
Fifth resolution
(Approval of the commitments referred to in Articles L. 225-38 and
L. 225-42-1 of the French Commercial Code and the special report
of the Statutory Auditors, relating to Pierre Pringuet)
Having reviewed the special report of the Statutory Auditors relating
to the related-party agreements and commitments presented in
compliance with Article L. 225-40 of the French Commercial Code, the
Shareholders’ Meeting, deliberating in accordance with the quorum
and majority requirements for Ordinary Shareholders’ Meetings,
approves pursuant to Article L. 225-42-1 of the French Commercial
Code, the commitments benefiting Pierre Pringuet, CEO herein.
Sixth resolution
(Renewal of the Directorship of Danièle Ricard)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, has decided to
renew Danièle Ricard’s term of office as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Seventh resolution
(Renewal of the Directorship of Société Paul Ricard SA )
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, has decided to
renew the term of office of Société Paul Ricard SA as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Eighth resolution
(Renewal of the Directorship of Jean-Dominique Comolli)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, has decided to
renew Jean-Dominique Comolli’s term of office as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
PERNOD RICARD
Ninth resolution
(Renewal of the Directorship of Lord Douro)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, has decided to
renew Lord Douro’s term of office as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Tenth resolution
(Appointment of Mr. Gérald Frère as a Director)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, and taking into
account the fact that Mr. Didier Pineau-Valencienne’s term of office
has drawn to a close, has decided to appoint Mr. Gérald Frère as
Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Mr. Gérald Frère has already informed the Company that he accepts
this term of office and that he fulfils the conditions and obligations
required by the regulations in force.
Eleventh resolution
(Appointment of Mr. Michel Chambaud as a Director)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, and taking into
account the fact that Mr. Gérard Théry’s term of office has drawn to a
close, has decided to appoint Mr. Michel Chambaud as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Mr. Michel Chambaud has already informed the Company that he
accepts this term of office and that he fulfils the conditions and
obligations required by the regulations in force.
Twelfth resolution
(Appointment of Mr. Anders Narvinger as a Director)
Having reviewed the report of the Board of Directors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Ordinary Shareholders’ Meetings, and taking into
account the fact that Mr. William H. Webb’s term of office has drawn
to a close, has decided to appoint Mr. Anders Narvinger as Director.
This term of office is granted for a period of four years, which shall
expire at the close of the Shareholders’ Meeting to be held in 2013 to
approve the financial statements for the previous financial year.
Mr. Anders Narvinger has already informed the Company that he
accepts this term of office and that he fulfils the conditions and
obligations required by the regulations in force.
I REFERENCE DOCUMENT 2008/2009 I