Registration Document - Pernod Ricard

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7 Information 180 ABOUT THE COMPANY AND ITS SHARE CAPITAL about Pernod Ricard Information about Pernod Ricard Company name and trading name Pernod Ricard. Head office 12, place des États-Unis – 75116 Paris, France Tel: + 33 (1) 41 00 41 00 Legal form Pernod Ricard is a French public limited company (Société Anonyme – SA) governed by a Board of Directors. Applicable law Pernod Ricard is a French company, governed by the French Commercial Code. Date of constitution and duration The Company was formed on 13 July 1939 for a period of 99 years, expiring on the same day in 2038. Corporate purpose The corporate purpose, as provided for in Article 2 of the Company’s bylaws, is set forth below in its entirety: “The Company’s purpose is directly or indirectly: ◆ the manufacture, purchase and sale of all wines, spirits and liqueurs, of alcohol and food products, the use, conversion and trading in all forms of finished or semi-finished products, by-products and substitutes generated by the main operations carried out in the distilleries or other industrial establishments of the same type. The above operations may be carried out on a wholesale, semiwholesale or retail basis and in all locations, in France or outside France. Storage, purchases and sales falling within the above list; PERNOD RICARD ◆ ◆ ◆ ◆ ◆ ◆ ◆ the representation of any French or foreign entities, producing, manufacturing or selling products of the same type; investments in any businesses or operations whatsoever, which may be related to the production and the trading of similar products in any form whatsoever, and the creation of new companies, contributions, subscriptions, purchases of securities or ownership rights under any form, etc.; any transactions connected with the hotel industry and the leisure industry in general, notably the investment by the Company in any companies, existing or to be created, businesses or operations whatsoever, that may be related to the hotel or leisure industries in general, it being specified that the Company may conduct all these transactions on its own account or on behalf of third parties, either acting alone or through equity investment, partnerships or through companies with any third parties or other companies, and carry them out in any form whatsoever: contributions, mergers, subscriptions or the purchase of securities or ownership rights, etc.; investments in any industrial, commercial, agricultural, real estate, financial or other companies, whether existing or to be formed, and whether French or foreign; the acquisition, disposal, exchange and any transactions involving shares, equity interests or partnership holdings, investment certificates, convertible or exchangeable bonds, equity warrants, bonds with equity warrants and generally, any securities and property rights whatsoever; any agricultural, farming, arboriculture, breeding, wine-growing operations, etc., as well as any connected or derivative agricultural or industrial operations relating thereto; and generally, all industrial, commercial, financial, movable or real property or securities operations related directly or indirectly to the above purposes or being capable of favouring their development”. RCS registration number and APE business activity code The Company is registered in the Paris Trade and Companies Register (RCS) under number 582 041 943. Pernod Ricard’s business activity (APE) code is 741J. This corresponds to business administration activities. Financial year From 1 July to 30 June of each year. I REFERENCE DOCUMENT 2008/2009 I
Entitlement to dividends – Entitlement to share in the issuer’s earnings Net earnings are comprised of the Company’s income as derived from the income statement after deduction of overheads and any other social contributions, depreciation of assets, and all provisions for commercial or industrial contingencies, if any. From the net earnings, reduced when necessary by prior losses, at least 5% is withheld for transfer to the legal reserve. The deduction is no longer mandatory when the legal reserve reaches an amount equal to one tenth of the share capital. It once again becomes mandatory in the event where, for any reason whatsoever, this reserve falls below one tenth. From the distributable earnings, as determined by law, the amount required to pay an initial dividend of 6% of the fully paid-up, unredeemed value of the shares is deducted, subject to the possibility that the Board of Directors authorise shareholders who request to do so to pay up their shares in advance, where the payments made cannot give rise to entitlement to the aforementioned initial dividend. This initial dividend is not cumulative, i.e. if earnings for the financial year are not sufficient to make this payment or are only sufficient to make the payment in part, the shareholders cannot claim this on earnings for the following financial year. From the available surplus, the Ordinary Shareholders’ Meeting may decide to deduct all amounts it considers appropriate, either to be carried forward to the following financial year or to be transferred to extraordinary or special reserves, with or without special allocations. The balance is distributed among shareholders as an additional dividend. The Ordinary Shareholders’ Meeting is authorised to deduct from non-statutory reserves set up in prior years any amounts that it considers should be: ◆ either distributed to the shareholders or allocated to total or partial depreciation of the shares; ◆ capitalised or used for the repurchase and cancellation of shares. Wholly depreciated shares are replaced by dividend right certificates granting the same rights as the existing shares, with the exception of entitlement to the initial statutory dividend and capital repayment. Dividend payment terms and conditions are fixed by the Ordinary Shareholder’s Meeting or by default by the Board of Directors within the maximum period set by law. In deliberating on the financial statements for the financial year, the Ordinary Shareholders’ Meeting has the option to grant each shareholder the choice between a cash or stock dividend, for all or part of a dividend or interim dividend payment. Dividends must be paid within a maximum of nine months following year end. This period may be extended by court ruling. Dividends will be transferred to the French State within the legal period, i.e. five years. ABOUT THE COMPANY AND ITS SHARE CAPITAL 7 Information about Pernod Ricard Changes in the share capital and the rights attached to shares Any changes in the share capital or the voting rights attached to the shares making up the share capital shall be governed by the standard legal provisions as the bylaws do not contain any specific provisions in this respect. Shareholders’ Meetings The shareholders meet every year at an Ordinary Shareholders’ Meeting. Notice to attend Meetings Both Ordinary and Extraordinary Shareholders’ Meetings are called, held and vote in accordance with the conditions provided for by law. They are held at the Company’s head office or in any other place stated in the notice of the Meeting. Decisions by the shareholders are taken at Ordinary, Extraordinary or Combined (Ordinary and Extraordinary) Shareholders’ Meetings depending on the nature of the resolutions they are being asked to adopt. Participation in Shareholders’ Meetings All shareholders have the right to attend the Company’s Shareholders’ Meetings and to participate in the deliberations, either personally or through a proxy, regardless of the number of shares they hold. In order for a shareholder to have the right to participate in Ordinary or Extraordinary Shareholders’ Meetings, the shares must be entered in the name of the shareholder or in the name of the financial intermediary acting on the shareholder’s behalf at zero hours (Paris time) three business days prior to the Shareholders’ Meeting either in the registered share accounts kept by the Company, or in the bearer share accounts kept by the authorised financial intermediary. The entry or recording of the shares in bearer share accounts kept by the authorised financial intermediary shall be acknowledged via a certificate of participation issued by the financial intermediary attached as an appendix to a postal voting form or proxy form or to the application for an admission card made out in the name of the shareholder or on behalf of the shareholder represented by the registered financial intermediary. A shareholder wishing to attend the Shareholders’ Meeting in person who has not received his admission card by zero hours (Paris time) three business days before the Shareholders’ Meeting may also ask for such a certificate to be drawn up. If a shareholder does not attend the Shareholders’ Meeting in person, he may choose one of three possible options: ◆ grant a proxy in writing to another shareholder or to his/her spouse; ◆ cast a postal vote; ◆ send a proxy form to the Company without giving details of the proxy, under the conditions provided for by the laws and regulations in force. Where a shareholder has already cast a postal vote, sent in a proxy form or applied for an admission card or a certificate of participation, he/she may not thereafter choose another method of participating in the Shareholders’ Meeting. I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 181
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Reference Document 2008/2009
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Reference Document 2008/2009 This r
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1 PRESENTATION OF THE PERNOD RICARD
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2003 saw the Group re-enter the CAC
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The Company’s General Management
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Four sites were sold in 2008/2009:
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Environmental management The Group
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Ricard cemented this commitment by
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2 CORPORATE GOVERNANCE AND INTERNAL
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CORPORATE GOVERNANCE AND INTERNAL C
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Member’s first name and surname o
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Mr. Pierre Pringuet 59 years old, F
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Philip Morris Companies Inc. until
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◆ ◆ ◆ CORPORATE GOVERNANCE AN
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◆ ◆ ◆ CORPORATE GOVERNANCE AN
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◆ ◆ ◆ ◆ ◆ CORPORATE GOVER
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Statutory Auditors’ Report Report
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Risk factors 60 Risks in connection
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Analysis of business activity and r
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TOTAL MANAGEMENT REPORT 3 Analysis
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Cash and capital Reconciliation of
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Human resources Number of employees
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Directors’ compensation Compensat
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Mr. Patrick Ricard, Chairman of the
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In June 2007, the Committee decided
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Accordingly, Pernod Ricard’s E xe
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HISTORY OF ALLOCATIONS OF STOCK OPT
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Employee profit-sharing plans All e
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MANAGEMENT REPORT 3 Human resources
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Moreover, the Group may find itself
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Cubaexport’s application for rene
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Risks for consumers The Group has n
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Coverage Type of insurance Cover an
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Factoring agreement On 15 December
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Stolichnaya On 15 November 2000, Al
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4 ANNUAL CONSOLIDATED FINANCIAL STA
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ANNUAL CONSOLIDATED FINANCIAL STATE
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Shareholders’ equity ANNUAL CONSO
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Annual c onsolidated cash flow stat
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◆ f amendment to IAS 39 (Eligible
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Brands recognised in the context of
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16.2 Investment-related l oans and
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23. Earnings per share Basic and di
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30.06.2008 In euro million Income s
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NOTE 8 Corporate income tax Analysi
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NOTE 10 Expenses by nature ANNUAL C
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Within the V&S acquisition, some ne
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At 30 June 2009, there was no reaso
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Changes in provisions for pensions
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The fair value of the debt is deter
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Classification of hedges and use of
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NOTE 23 Share-based payments Stock
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3. In August 2006, the same competi
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Incorporated bodies Countries ANNUA
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Incorporated bodies Countries ANNUA
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I REFERENCE DOCUMENT 2008/2009 I PE
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Statutory Auditors’ R eport on th
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Balance sheet For the financial yea
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Cash flow statement For the financi
Page 131 and 132: Finally, income tax generated a gai
Page 133 and 134: the vesting period of the beneficia
Page 135 and 136: NOTE 4 Maturity of receivables and
Page 137 and 138: NOTE 9 Provisions PERNOD RICARD SA
Page 139 and 140: NOTE 11 Deferred income and adjustm
Page 141 and 142: PERNOD RICARD SA FINANCIAL STATEMEN
Page 143 and 144: EUR interest rate hedge Maturity PE
Page 145 and 146: In euro thousand Share capital Shar
Page 147 and 148: Dividends distributed during the la
Page 149 and 150: PERNOD RICARD SA FINANCIAL STATEMEN
Page 151 and 152: Directors concerned: ◆ Mr. Patric
Page 153 and 154: Directors concerned: ◆ Mr. Patric
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Page 157 and 158: Statutory Auditors’ Report on the
Page 159 and 160: COMBINED (ORDINARY AND EXTRAORDINAR
Page 165 and 166: Thirteenth resolution COMBINED (ORD
Page 169 and 170: Nineteenth resolution COMBINED (ORD
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Page 185 and 186: Powers of the Board of Directors Un
Page 187 and 188: ABOUT THE COMPANY AND ITS SHARE CAP
Page 189 and 190: GENERAL AUTHORISATIONS Type of secu
Page 191 and 192: ABOUT THE COMPANY AND ITS SHARE CAP
Page 193 and 194: Breakdown of share capital and voti
Page 195 and 196: Stock options exercised by Director
Page 197 and 198: Treasury share repurchase programme
Page 199 and 200: List of information published durin
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Page 203 and 204: 8 ADDITIONAL INFORMATION ON THE REF
Page 205 and 206: Reconciliation table Reference Docu
Page 207 and 208: ADDITIONAL INFORMATION ON THE REFER
Page 209 and 210: Annual financial report ADDITIONAL
Page 211 and 212: This document was printed in France
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Registration Document - Pernod Ricard

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