Registration Document - Pernod Ricard

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