Registration Document - Pernod Ricard

6 Statutory
178
COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS’ MEETING
Auditors’ Report on the issue of shares or securities granting access to the share capital
with cancellation of preferential subscription rights reserved for members of employee savings plans
Statutory Auditors’ Report on
the issue of shares or securities
granting access to the share capital
with cancellation of preferential
subscription rights reserved for
members of employee savings plans
Combined Annual
Shareholders’ Meeting
on 2 November 2009
25th resolution
Dear Shareholders,
As Statutory Auditors to Pernod Ricard and in accordance with the
mission provided for by articles L. 225-135 et seq. and L. 228-92 of
the French Commercial Code, we hereby present our report on the
proposed delegation of authority to the Board of Directors in order
to carry out one or several share capital increases by issuing shares
or securities granting a right to share capital in the Company, with
cancellation of preferential subscription rights, reserved for members
of the employee savings plans, a transaction which you are called on
to approve.
This transaction could result in a capital increase of a maximum
nominal amount of 2% of the C ompany’s capital after this
Shareholders’ Meeting, it being specified that the nominal amount
of the capital increase carried out in accordance with this delegation
will be deducted from the maximum limit set in the 16th and 17th
resolutions.
This share capital increase is submitted for your approval in
accordance with articles L. 225-129-6 of the French Commercial Code
and L. 3332-18 to L. 3332-24 of the French Labour Code.
On the basis of its report, your Board of Directors proposes that, for
a period of twenty-six months and with a possibility for it to further
PERNOD RICARD
Neuilly-sur-Seine and Courbevoie, 3 September 2009
The Statutory Auditors
sub-delegate, you delegate it the authority to carry out one or several
issues of shares or of securities granting access to the share capital
and that you waive your preferential subscription rights. If necessary,
it will be for the Board of Directors to set the definitive issue conditions
for this transaction.
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, on the
proposal to cancel the preferential subscription rights 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 report prepared by the Board of
Directors in respect of this transaction and the manner in which the
issue price for the shares to be issued is determined.
Subject to reviewing at a future date the conditions of any issue of
shares or securities that may be decided upon, we have no matters to
report on the manner of determining the issue price of the capital to
be issued set out in the Board of Directors’ report.
As the issue price has not been set, we have no opinion to give on the
final conditions of the capital increase and, as a result, on the proposal
made to you to cancel your preferential subscription rights.
Pursuant to article R. 225-116 of the French Commercial Code, we will
prepare an additional report, if required, at such time as your Board of
Directors makes use of this authorisation.
Deloitte & Associés Mazars
Alain Penanguer Loïc Wallaert
I REFERENCE DOCUMENT 2008/2009 I