Registration Document - Pernod Ricard

ABOUT THE COMPANY AND ITS SHARE CAPITAL 7
Information about share capital
Changes in the share capital over the last five years
CHANGES IN THE SHARE CAPITAL OVER THE LAST FIVE YEARS
Amount of share
capital prior to
transaction
Number
of shares
prior to
transaction Year
Type of
transaction Ratio
€218,500,651.10 70,484,081 2005 Capital
increase
€272,700,465.20 87,967,892 2005 Conversion
of OCEANE
bonds
€283,227,302.60 91,363,646 2005 Conversion
of OCEANE
bonds
€290,383,913.00 93,672,230 2006 Exercise of
options (4)
€291,590,460.90 94,061,439 2006 Exercise of
options (4)
€291,797,134.80 94,128,108 2006 Reduction in
capital (2)
€281,849,135.60 90,919,076 2007 Exercise of
options (4)
Effective
date
Shares
issued/
cancelled
Issue/
conversion
premium
Number
of shares
after the
transaction
Amount of share
capital after
transaction
N.A. (1) 26.07.2005 17,483,811 €112.90 87,967,892 €272,700,465.20
1.25 for 1 31.08.2005 3,395,754 €88.46 91,363,646 €283,227,302.60
1.25 for 1 09.09.2005 2,308,584 €88.46 93,672,230 €290,383,913.00
N.A. (1) 26.07.2006 389,209 €58.50/
€62.10
94,061,439 €291,590,460.90
N.A. (1) 07.11.2006 66,669 €58.50/
€62.10
94,128,108 €291,797,134.80
N.A. (1) 07.11.2006 3,209,032 €143.98 90,919,076 €281,849,135.60
N.A. (1) 08.01.2007 161,037 €58.50/
€62.10
91,080,113 €282,348,350.30
€282,348,350.30 91,080,113 2007 Bonus shares (3) 1 for 5 16.01.2007 18,216,022 €3.10 109,296,135 €338,818,018.50
€338,818,018.50 109,296,135 2007 Exercise of
options (4)
€339,796,824.90 109,611,879 2008 Exercise of
options (4)
€340,195,122.20 109,740,362 2008 Splitting the
nominal
amount (5)
€340,195,122.20 219,480,724 2008 Exercise of
options (4)
€340,508,609.70 219,682,974 2009 Exercise of
options (4)
340,672,303.65 219,788,583 2009 Capital
increase
400,790,944.65 258,574,803 2009 Exercise of
options (4)
N.A. (1) 25.07.2007 315,744 €48.23/
€51.23/
€58.33
109,611,879 €339,796,824.90
N.A. (1) 10.01.2008 (6) 128,483 €48.23/
€58.33
109,740,362 €340,195,122.20
2 for 1 15.01.2008 109,740,362 N.A. 219,480,724 €340,195,122.20
N.A. (1) 23.07.2008 202,250 €25.67/
€27.17/
€30.72
N.A. (1) 07.04.2009 105,609 €24.12/
€25.62/
€29.17
219,682,974 €340,508,609.70
219,788,583 €340,672,303.65
3 for 17 14.05.2009 38,786,220 €25.15 258,574,803 €400,790,944.65
N.A. (1) 22.07.2009 65,733 €22.68/
€27.44
258,640,536 €400,892,830.80
(1) N.A. = not applicable.
(2) On 20 September 2006, the Board of Directors decided on the dissolution without liquidation of Santa Lina (which held 3,209,032 Pernod Ricard shares), leading to the
transfer of all the assets and liabilities of Santa Lina to the Company, with effect from 7 November 2006. The Shareholders’ Meeting of 7 November 2006 decided to cancel
all the treasury shares held by the Company following the transfer of all the assets and liabilities of Santa Lina and the corresponding reduction in the share capital for an
amount of €9,947,999.20.
(3) Pursuant to the authorisation granted by the Combined (Ordinary and Extraordinary) Shareholders’ Meeting on 10 November 2005, the Board of Directors decided on
7 November 2006 to increase the Company’s share capital via the capitalization of reserves and a distribution of bonus shares on the basis of one new share for five old
shares held. The newly issued bonus shares were allocated to shareholders as from 16 January 2007 and granted entitlement to dividends in respect of the financial year
beginning on 1 July 2006. The allocation rights were not negotiable and the price to compensate for fractional shares amounted to €319,704,157, and these amounts
were credited to the shareholders as from 5 February 2007. Pursuant to this transaction, the Company’s share capital was increased to €338,818,018.50, divided into
109,296,135 shares.
(4) The shares resulting from the exercise of stock options were created as and when the stock options were exercised. The dates mentioned are the dates on which the
Board of Directors placed on record the corresponding increases in the share capital.
(5) The Board of Directors of 23 January 2008 decided to implement as of 15 January 2008, the one for two split and exchange of a €3.10 share for two new €1.55 shares.
(6) Recognition date for the exercise of options by the Chairman and CEO authorised by the Board of Directors, itself authorised by the Combined (Ordinary and
Extraordinary) Shareholders’ Meeting of 7 November 2007.
I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 189