Registration Document - Pernod Ricard

COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING 6
Statutory Auditors’ Report on the issue of share warrants in the event of a public offer on the Company’s shares
Statutory Auditors’ Report
on the issue of share warrants
in the event of a public offer
on the Company’s shares
Combined Annual
Shareholders’ Meeting
on 2 November 2009
24th resolution
Dear Shareholders,
As Statutory Auditors to Pernod Ricard and in accordance with the
mission provided for by article L. 228-92 of the French Commercial
Code, we have prepared this report on the proposed issue of share
warrants free of charge in the event of a public offer concerning the
company, a transaction which you are called on to approve.
On the basis of its report, your Board of Directors proposes that, for a
period of eighteen months and in accordance with articles L. 233-32 II
and L. 233-33 of the French Commercial Code, you delegate it the
authority and with a possibility for it to further sub-delegate, to:
◆ decide to issue share warrants subject to the provisions of article
L. 233-32-II of the French Commercial Code making it possible to
subscribe, under preferential conditions, for one or more of the
Company’s shares and the free allocation of such warrants to all the
Company’s shareholders who have the status of shareholder prior
to the expiry of the public offer period;
◆ set the conditions for exercising these warrants and their
characteristics.
Neuilly-sur-Seine and Courbevoie, 3 September 2009
The Statutory Auditors
The maximum nominal amount of ordinary shares that could be
issued cannot exceed a ceiling of €145 million and the maximum
number of share warrants which could be issued cannot exceed the
number of shares in the Company’s share capital at the date of issue
of the share warrants.
It is the Board of Director’s duty to prepare a report in accordance
with articles R. 225-113, R. 225-114 and R. 225-117 of the French
Commercial Code. Our role is to report to you on the fairness of the
financial information extracted from the financial statements, and on
certain other information concerning the issue stated in this report.
We conducted the procedures that we considered necessary in
accordance with the professional standards of the French Institute of
Statutory Auditors (CNCC) relating to this mission. These procedures
involved verifying the content of the Board of Directors’ report in
respect of this transaction.
We have no matters to report concerning the information provided
in the Board of Directors’ report in respect of the envisaged share
warrant issue in the event of a public offer concerning the Company.
We will prepare an additional report as required in view of
confirmation by the Shareholders’ M eeting provided for by article
L. 233-32 III of the French Commercial Code, and in accordance with
article R. 225-116 of the French Commercial Code, at such time as this
delegation is used by your Board of Directors.
Deloitte & Associés Mazars
Alain Penanguer Loïc Wallaert
I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 177