Registration Document - Pernod Ricard

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3 Human 56 MANAGEMENT REPORT resources HISTORY OF ALLOCATIONS OF FREE SHARES – SITUATION AS AT 30 JUNE 2009 PERNOD RICARD Plan dated 21.06.2007 Plan dated 18.06.2008 Date of the Board of Directors meeting 21.06.2007 18.06.2008 Free shares allocated (1) 155,205 380,898 Effect of the share split of 15 January 2008 155,205 - Effect of the capital increase held on 14 May 2009 18,845 22,970 Free shares cancelled (4) 22,794 207,680 Free shares actually distributed 85,304 (2) N.A. (3) (1) Free shares are subject to both a performance condition and a condition of presence in the Company. The performance condition is determined by the profit from recurring operations for the subsequent financial year in relation to the target amount. This is validated by the Board of Directors at the close of the subsequent financial year. These shares only become available at the end of a four-year period. The free shares allocated in June 2007 were all confirmed in October 2008. In accordance with the performance condition (2008/2009 profit from recurring operations in relation to the budgeted amount), the June 2008 allocation was confirmed at 50% of the initial amount. (2) Definitive allocation to French tax residents at the end of the first two-year period (21 June 2009) after validation of the performance condition by the Board of Directors on 17 September 2008. (3) Definitive allocation to French tax residents, subject to the performance condition and made after the two-year vesting period. (4) After taking into account the capital increase held on 14 May 2009 and, for the 21 June 2007 plan, the splitting of the nominal amount of the share in two on 15 January 2008. There was no free share plan in the year ended 30 June 2009. TABLE SHOWING STOCK OPTIONS GRANTED TO THE TOP TEN EMPLOYEES IN THE GROUP OTHER THAN EXECUTIVE DIRECTORS AND OPTIONS EXERCISED DURING THE FINANCIAL YEAR Options granted during the financial year by the Company to the top ten employees of the Company and all companies within its Group granting options, receiving the highest number of options Options held with regard to the Company’s shares exercised during the financial year by the first ten employees of the Company and all companies within its Group granting options, purchasing or subscribing for the highest number of shares Number of options granted/shares subscribed or purchased Price in euro Plans No options were allocated 156,485 26.69 28.01.1999/27.01.2000 19.12.2000/18.12.2001 17.12.2002/18.12.2003 02.11.2004 Pernod Ricard has not issued any other option instruments granting access to shares reserved for its Executive Directors or to its top ten employees. PERFORMANCE SHARES ALLOCATED TO EACH EXECUTIVE DIRECTOR Performance shares allocated by the Shareholders’ Meeting to each Executive Director during the financial year N° and date of plan Number of shares allocated during the year Valuation of the shares on the basis of the method used for the consolidated financial statements Date of acquisition Date of availability Mr. Patrick Ricard N.A.: No performance shares were allocated in 2008/2009 Mr. Pierre Pringuet PERFORMANCE SHARES THAT BECAME AVAILABLE FOR EACH EXECUTIVE DIRECTOR DURING THE FINANCIAL YEAR Performance shares that became available for each Executive Director N° and date of plan Number of shares becoming available during the financial year Conditions of acquisition Mr. Patrick Ricard N.A.: the E xecutive D irectors have never been allocated performance shares Mr. Pierre Pringuet I REFERENCE DOCUMENT 2008/2009 I
Employee profit-sharing plans All employees of the Group’s French companies benefit from profitsharing and incentive agreements based on the results of each specific entity. In line with the Group’s decentralised structure, the terms and conditions of each of these agreements are negotiated at the level of each entity concerned. Similarly, outside France, the Group encourages all subsidiaries to implement local agreements enabling employees to share in the profits of the entity to which they belong. Provisions for pension benefits MANAGEMENT REPORT 3 Human resources Details of the total amount of provisions booked or otherwise recognised by the Company for the payment of pensions are provided in Note 16 – Provisions in the notes to the consolidated financial statements. Transactions involving Pernod Ricard shares made by Directors in 2008/2009 (Article 223-26 of the General Regulations of the AMF) First name, Surname, Company name Function Mr. Patrick Ricard Chairman of the Board of Directors Financial instrument Type of transaction Date Price in euro Amount of transaction in euro Other Administered exercise of options 31.10.2008 25.67 240,733 Other Administered exercise of options 31.10.2008 19.97 342,845 Other Exercise of options 13.01.2009 25.67 959,904 Shares Transfer 13.01.2009 49.90 1,865,961 Preferential subscription rights (PSR) 04.2009 Transfer 20.04.2009 2.44 3,471,292 PSR 04.2009 Transfer 21.04.2009 2.78 339 PSR 04.2009 Transfer 28.04.2009 2.77 44,156 Shares Subscription 14.05.2009 26.70 369,101 Mr. Pierre Pringuet Chief Shares Transfer 28.07.2008 59.42 297,120 Executive Officer Other Administered exercise of options 16.12.2008 25.67 128,350 PSR 04.2009 Transfer 16.04.2009 2.59 174,870 Shares Subscription 14.05.2009 26.70 318,157 Ms. Danièle Ricard Director Shares Purchase 6.10.2008 54.24 922,129 PSR 04.2009 Transfer 20.04.2009 2.45 224,059 Shares Subscription 14.05.2009 26.70 499,984 Mr. Rafaël Gonzalez-Gallarza Director PSR 04.2009 Transfer 21.04.2009 2.80 183,400 PSR 04.2009 Transfer 22.04.2009 2.71 2,180,024 Shares Subscription 14.05.2009 26.70 2,322,900 Mr. François Gérard Director PSR 04.2009 Transfer 20.04.2009 2.44 281,348 Shares Purchase 23.04.2009 42.07 276,374 Mr. César Giron Director PSR 04.2009 Purchase 28.04.2009 2.86 17 Shares Subscription 14.05.2009 26.70 13,457 Mr. Wolfgang- Colberg Director Shares Purchase 13.11.2008 46.12 3,459 PSR 04.2009 Transfer 23.04.2009 2.70 202 Mr. William H. Webb Director PSR 04.2009 Transfer 29.04.2009 3.14 19 Shares Subscription 14.05.2009 26.70 3,364 Mr. Jean-Dominique Comolli Director PSR 04.2009 Purchase 23.04.2009 2.69 8 Shares Subscription 14.05.2009 26.70 721 Mr. Didier Pineau-Valencienne Director PSR 04.2009 Purchase 20.04.2009 2.43 44 Shares Subscription 14.05.2009 26.70 13,297 Mr. Gérard Théry Director Shares Subscription 14.05.2009 26.70 2,483 I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 57
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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
Page 7 and 8: 2003 saw the Group re-enter the CAC
Page 9 and 10: The Company’s General Management
Page 11 and 12: Four sites were sold in 2008/2009:
Page 13 and 14: Environmental management The Group
Page 15 and 16: Ricard cemented this commitment by
Page 17 and 18: 2 CORPORATE GOVERNANCE AND INTERNAL
Page 19 and 20: CORPORATE GOVERNANCE AND INTERNAL C
Page 21 and 22: Member’s first name and surname o
Page 23 and 24: Mr. Pierre Pringuet 59 years old, F
Page 25 and 26: Philip Morris Companies Inc. until
Page 27 and 28: ◆ ◆ ◆ CORPORATE GOVERNANCE AN
Page 29 and 30: ◆ ◆ ◆ CORPORATE GOVERNANCE AN
Page 33 and 34: ◆ ◆ ◆ ◆ ◆ CORPORATE GOVER
Page 37 and 38: Statutory Auditors’ Report Report
Page 39 and 40: Risk factors 60 Risks in connection
Page 41 and 42: Analysis of business activity and r
Page 43 and 44: TOTAL MANAGEMENT REPORT 3 Analysis
Page 45 and 46: Cash and capital Reconciliation of
Page 47 and 48: Human resources Number of employees
Page 49 and 50: Directors’ compensation Compensat
Page 51 and 52: Mr. Patrick Ricard, Chairman of the
Page 53 and 54: In June 2007, the Committee decided
Page 55 and 56: Accordingly, Pernod Ricard’s E xe
Page 57: HISTORY OF ALLOCATIONS OF STOCK OPT
Page 61 and 62: MANAGEMENT REPORT 3 Human resources
Page 63 and 64: Moreover, the Group may find itself
Page 65 and 66: Cubaexport’s application for rene
Page 67 and 68: Risks for consumers The Group has n
Page 69 and 70: Coverage Type of insurance Cover an
Page 71 and 72: Factoring agreement On 15 December
Page 73 and 74: Stolichnaya On 15 November 2000, Al
Page 75 and 76: 4 ANNUAL CONSOLIDATED FINANCIAL STA
Page 77 and 78: ANNUAL CONSOLIDATED FINANCIAL STATE
Page 79 and 80: Shareholders’ equity ANNUAL CONSO
Page 81 and 82: Annual c onsolidated cash flow stat
Page 83 and 84: ◆ f amendment to IAS 39 (Eligible
Page 85 and 86: Brands recognised in the context of
Page 87 and 88: 16.2 Investment-related l oans and
Page 89 and 90: 23. Earnings per share Basic and di
Page 91 and 92: 30.06.2008 In euro million Income s
Page 93 and 94: NOTE 8 Corporate income tax Analysi
Page 95 and 96: NOTE 10 Expenses by nature ANNUAL C
Page 97 and 98: Within the V&S acquisition, some ne
Page 101 and 102: At 30 June 2009, there was no reaso
Page 103 and 104: 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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ANNUAL CONSOLIDATED FINANCIAL STATE
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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
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Finally, income tax generated a gai
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the vesting period of the beneficia
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NOTE 4 Maturity of receivables and
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NOTE 9 Provisions PERNOD RICARD SA
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NOTE 11 Deferred income and adjustm
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PERNOD RICARD SA FINANCIAL STATEMEN
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EUR interest rate hedge Maturity PE
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In euro thousand Share capital Shar
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Dividends distributed during the la
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PERNOD RICARD SA FINANCIAL STATEMEN
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Directors concerned: ◆ Mr. Patric
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Directors concerned: ◆ Mr. Patric
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I REFERENCE DOCUMENT 2008/2009 I PE
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Statutory Auditors’ Report on the
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COMBINED (ORDINARY AND EXTRAORDINAR
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Thirteenth resolution COMBINED (ORD
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Nineteenth resolution COMBINED (ORD
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f f f f f f f COMBINED (ORDINARY AN
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7 ABOUT THE COMPANY AND ITS SHARE C
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Entitlement to dividends - Entitlem
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Powers of the Board of Directors Un
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ABOUT THE COMPANY AND ITS SHARE CAP
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GENERAL AUTHORISATIONS Type of secu
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ABOUT THE COMPANY AND ITS SHARE CAP
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Breakdown of share capital and voti
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Stock options exercised by Director
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Treasury share repurchase programme
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List of information published durin
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List of information published durin
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8 ADDITIONAL INFORMATION ON THE REF
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Reconciliation table Reference Docu
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ADDITIONAL INFORMATION ON THE REFER
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Annual financial report ADDITIONAL
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Registration Document - Pernod Ricard

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