Registration Document - Pernod Ricard

COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING 6
Draft resolutions
be allocated to the holder of the rights under the conditions
stipulated by the law and regulations,
f carry out all adjustments required to take into account the
impact of the transactions on the Company’s capital, particularly
in the event of the amendment of the nominal amount of the
share, increase in share capital by the capitalisation of reserves,
free allocation of shares, division or grouping together of shares,
distribution of reserves or all other assets, depreciation of the
capital, or any other transaction concerning shareholders’
equity, and fix the terms under which, where applicable, the
preservation of the rights of holders of securities granting
access to the capital will be assured, and
f generally, sign any agreement to successfully complete the share
issues under consideration, take all measures and decisions and
complete all formalities required for the issues, the listing and
financial service of the securities issued under this delegation as
well as the exercising of the related or consecutive rights to the
share capital increases carried out;
4. sets the period of validity of this delegation of authority at
26 months as from the date of this Shareholders’ Meeting and
records that this delegation cancels and supersedes, as from such
date, the delegation of authority granted by the Combined (Ordinary
and Extraordinary) Shareholders’ Meeting on 7 November 2007 in
its 16th resolution.
Twenty-third resolution
(Authorisation to be granted to the Board of Directors to grant options
to the Company’s employees and M anagers for the subscription of
shares to be issued or the purchase of existing shares of the Company)
Having reviewed the report of the Board of Directors and the
special report of the Statutory Auditors, the Shareholders’
Meeting, deliberating in accordance with the quorum and majority
requirements for Extraordinary General Meetings and in accordance
with Articles L. 225-177 et seq. of the French Commercial Code:
1. authorises the Board of Directors, to grant, one or more times,
solely by its decision, to employees and D irectors, or some of them,
of the Company and companies and economic interest groupings
that are linked to it under the conditions set out in Article
L. 225-180 of the French Commercial Code, options granting
entitlement to the subscription of new shares in the Company
to be issued or to purchase existing shares;
2. decides that the total number of options cannot grant entitlement
to the subscription or purchase of a number of shares above 5% of
the Company’s current share capital;
3. decides that:
f under Article L. 225-177 of the French Commercial Code, in the
event of granting subscription options, the share subscription
price by the beneficiaries will be fixed by the Board of Directors
on the day when the options will be granted, with this price not
being less than the average of the closing market price recorded
over twenty stock market sessions preceding the day when the
options are granted,
f under Article L. 225-179 of the French Commercial Code, in the
event of granting purchase options, the share purchase price
by the beneficiaries will be fixed by the Board of Directors on
the day when the options will be granted, with this price not
being less than the average of the closing market price recorded
over twenty stock market sessions preceding the day when
the options are granted, or at the average purchase price of
the shares held by the Company under Articles L. 225-208 and
L. 225-209 of the French Commercial Code;
4. decides that the time period for exercising the options cannot
exceed 10 years from the allocation date of the options by the
Board of Directors;
5. formally records that this authorisation includes, for beneficiaries
of the options, the shareholders’ express waiver to their preferential
subscription right to the shares that will be issued as options are
exercised.
The share capital increase resulting from the exercising of share
subscription options will be finalised due solely to the declaration
of exercising the option, together with the subscription form and
payment in cash or by offsetting the corresponding sum with
receivables;
6. decides that the price and/or number of shares to subscribe and/
or purchase can be adjusted to take account of the financial
transactions carried out by the Company;
7. decides that the Board of Directors shall have full powers, with
the possibility for it to delegate these powers in turn within the
limits set by the bylaws and by law, to implement this resolution
and determine, within the legal or regulatory limits, all the other
conditions and terms for the allocation of the options and their
exercise, and particularly to:
f fix the period(s) for exercising the options within the
aforementioned limit, set the stock purchase price further to
the terms set out above, finalise the list of beneficiaries of the
options, fix the number of options offered to them and decide
on any ban on the immediate resale of the shares that will be
purchased and/or subscribed; the Board of Directors may subject
the allocation of all or part of the options to meeting one or
several performance conditions that the Board will determine;
f finalise the enjoyment date (even retroactive) of the new shares
from exercising the Company’s share subscription options to be
issued;
f provide for the option to temporarily suspend the exercise of
options, in the event of carrying out financial transactions or on
securities;
f where applicable, offset the costs of the share capital increases
against the amount of the related share premiums and deduct
from the amount the sums required to raise the legal reserve to
one-tenth of the new capital resulting from such increases in the
share capital;
f amend the bylaws as a consequence and, generally, do all that is
appropriate and necessary to implement this authorisation.
During the first meeting following the end of each financial year,
the Board of Directors will record, if applicable, the number and
amount of the shares issued during the financial year, will make the
necessary amendments to the bylaws, and perform all the advertising
formalities.
Under the provisions of Article L. 225-184 of the French Commercial
Code, the Board of Directors, in a special report, shall notify the
shareholders each year, during the Ordinary Shareholders’ Meeting,
of the transactions completed under this resolution.
This authorisation, granted for a period of 38 months from this
Meeting, cancels and replaces for its unused part the authorisation
I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 169