Registration Document - Pernod Ricard

7 Information
182
ABOUT THE COMPANY AND ITS SHARE CAPITAL
about Pernod Ricard
A shareholder who has already cast a postal vote, sent in a proxy
form or applied for an admission card or a certificate of participation
may sell all or some of his shares at any time. However, if the sale
takes place before zero hours (Paris time) on the third business day
prior to the Shareholders’ Meeting, the Company shall invalidate or
modify accordingly, as appropriate, the postal vote cast, proxy form,
admission card or the certificate of participation. For this purpose,
the authorised financial intermediary in charge of the shareholder’s
account shall inform the Company or its duly authorised agent of the
sale and shall provide it with the necessary information.
No sale or other form of transaction carried out after zero hours
(Paris time) on the third business day prior to the Shareholders’
Meeting, regardless of the means used, shall be notified by the
authorised financial intermediary or taken into consideration by the
Company, notwithstanding any agreement to the contrary.
Voting conditions
The voting right attached to the shares is proportional to the share
capital they represent. Each share grants the right to one vote (article
L. 225-122 of the French Commercial Code).
Restrictions on voting rights
However, each member of the Shareholders’ Meeting shall have as
many votes as shares he/she possesses and represents, up to 30% of
the total voting rights.
Multiple voting rights
A voting right double that granted to other shares, in light of the
fraction of the authorised share capital they represent, is granted to
all fully paid-up shares that can be shown to have been registered for
at least 10 years in the name of the same shareholder and commencing
on 12 May 1986 inclusive (article L. 225-123 of the French Commercial
Code).
In the event of a share capital increase through the capitalisation of
reserves, earnings or share premiums, registered shares allocated as
bonus shares to a shareholder, on the basis of existing shares for which
he/she benefits from this right, shall also have double voting rights
as from their issuance (article L. 225-123 of the French Commercial
Code).
Any share loses the double voting right if converted into bearer form
or if its ownership is transferred. Nevertheless, transfer following
succession or the liquidation of assets between spouses and inter
vivo donation to a spouse or relation close enough to inherit will
not result in the loss of the acquired right and will not interrupt the
aforementioned 10-year period.
Declaration of statutory thresholds
Any individual or corporate body acquiring a shareholding greater
than 0.5% of the share capital must inform the Company of the
total number of shares held by registered letter, with return receipt
requested, within a period of 15 days from the date on which this
threshold is exceeded. This notification must be repeated, under the
same conditions, each time the threshold is exceeded by an additional
0.5%, up to 4.5% inclusive.
In the event of non-compliance with the obligation mentioned in the
previous paragraph, shares in excess of the non-declared amount
shall be deprived of voting rights, at the request, as set forth in the
minutes of the Shareholders’ Meeting, of one or more shareholders
holding at least 5% of the share capital, for any Shareholders’ Meeting
held until the expiry of the period stipulated in article L. 233-14 of the
French Commercial Code following the date when the notification is
made.
PERNOD RICARD
Modification of shareholders’
rights
The Extraordinary Meeting of Shareholders has the power to modify
shareholders’ rights, under the conditions defined by law.
Items likely to have
an impact in the event
of a public offer
Pursuant to article L. 225-100-3 of the French Commercial Code,
the items that may have an impact in the event of public offer are as
follows.
The Company’s share capital structure
The Company’s share capital structure is indicated in the “Breakdown
of share capital and voting rights as of 30 June 2009” paragraph in
the section entitled “Information on the capital” of this r eference
d ocument.
The crossings of thresholds declared during the 2008/2009 financial
year are indicated in the “Crossing of thresholds” paragraph in this
section.
Statutory restrictions on the exercise
of voting rights and double voting rights
The Company’s bylaws provide for a limit on voting rights. This
system is described under “Voting Conditions” in the section entitled
“Information about Pernod Ricard ” in this document.
Furthermore, certain Company shares have a double voting right
as described under “Voting Conditions” in the section entitled
“Information about Pernod Ricard ” in this document.
Agreements between shareholders
of which the Company has knowledge
The Company’s Shareholders’ Agreement between shareholders of
the Company (agreement between Mr. Rafaë l Gonzalez -Gallarza and
Société Paul Ricard SA (Ricard family holding company) is described
under “Shareholders agreements” in the section entitled “Information
about share capital” of this document and is also included on the AMF
website (www.amf-france.org).
Rules applicable to the appointment
and replacement of members
of the Company’s Board of Directors
The legal and statutory rules established in articles 16 et seq. of
the bylaws govern the appointment and dismissal of members of
the Board of Directors. These are described in the “General rules
concerning the composition of the Board and the appointment of
Directors” paragraph in the “Corporate G overnance and internal
control” section of this document.
I REFERENCE DOCUMENT 2008/2009 I