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Registration Document - Pernod Ricard

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6 Statutory<br />

174<br />

COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING<br />

Auditors’ Report on the issue of shares and various securities granting access to the share capital<br />

with maintenance or cancellation of preferential subscription rights<br />

will be deducted from the amount of the issue realised under the<br />

sixteenth resolution.<br />

These limits take account of the additional number of securities to<br />

be created under the implementation of the delegations of authority<br />

stipulated in the sixteenth and seventeenth resolutions, under<br />

the conditions provided for in article L. 225-135-1 of the French<br />

Commercial Code, if you adopt the eighteenth resolution.<br />

It is the Board of Director’s duty to prepare a report in accordance<br />

with articles R. 225-113, R. 225-114 and R. 225-117 of the French<br />

Commercial Code. Our role is to report to you on the fairness of the<br />

financial information extracted from the financial statements, on<br />

the proposal to cancel your preferential subscription rights and on<br />

certain other information concerning these transactions stated in<br />

this report.<br />

We conducted the procedures that we considered necessary in<br />

accordance with the professional standards of the French Institute of<br />

Statutory Auditors (CNCC) relating to this mission. These procedures<br />

involved verifying the content of the report prepared by the Board of<br />

Directors in respect of these transactions and the manner in which<br />

the issue price for the shares to be issued is determined.<br />

PERNOD RICARD<br />

Neuilly-sur-Seine and Courbevoie, 3 September 2009<br />

The Statutory Auditors<br />

Subject to reviewing at a future date the conditions of any issues<br />

that may be decided upon, we have no matters to report regarding<br />

the manner of determining the issue price of the shares to be issued<br />

set out in the Board of Directors’ report under the seventeenth<br />

resolution.<br />

Furthermore, as this report does not specify the method of determining<br />

the issue price of the shares to be issued under the implementation of<br />

the sixteenth, nineteenth and twentieth resolutions, we cannot give<br />

our opinion on the choice of elements for calculating the issue price<br />

of the shares to be issued.<br />

As the amount of the issue price of the shares to be issued has not been<br />

set, we have no opinion to give on the final conditions under which the<br />

issues will be carried out and, as a result, on the proposal made to you<br />

to cancel your preferential subscription rights in the seventeenth and<br />

eighteenth resolutions.<br />

Pursuant to article R. 225-116 of the French Commercial Code, we will<br />

prepare an additional report, if required, at such time as your Board<br />

of Directors makes use of these authorisations in the event of issues<br />

with the cancellation of the preferential subscription right or issue of<br />

securities granting access to the capital.<br />

Deloitte & Associés Mazars<br />

Alain Penanguer Loïc Wallaert<br />

I REFERENCE DOCUMENT 2008/2009 I

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