Purpose and procedures
What is the role of the Annual General Meeting?
The Annual General Meeting of shareholders is the “sovereign body” of Pernod Ricard, as it is for any limited company.It appoints, dismisses or replaces members of the Board of Directors, who in turn name the individuals responsible for carrying out the Group’s management (Chairman of the Board of Directors and Managing Director, Deputy Managing Director, assisted as appropriate by Deputy Managing Directors).
The Annual General Meeting:
- names auditors,
- approves or rejects the financial statements,
- decides on the distribution of profits,
- amends the by-laws and rules and may announces dissolution of the company.
There are two kinds of General Meeting:
- The Ordinary General Meeting convenes shareholders once a year in order to approve the financial statements of the past financial year and to decide on the dividend payable, among other issues. The meeting must be held within 6 months of the close of the financial year. Decisions at the Ordinary General Meeting are taken by majority vote of all shareholders present or represented by proxy.
- An Extraordinary General Meeting takes place when shareholders must take important decisions such as amendment of the by-laws or authorisation of financial activity that would modify share capital, mergers and demergers. Decisions are generally taken by a two-thirds majority vote of all shareholders present or represented by proxy.
Note: a Combined General Meeting takes place in the event that a company convenes an Ordinary General Meeting and an Extraordinary General Meeting at the same time. The required majority depends on the type of decision taken, which would fall under the mandate of one Meeting or the other.
How will I be informed?
All shareholders, regardless of the number of shares they own, may take part in the Annual General Meeting, subject to compliance with the bylaws and French law.
Before the Annual General Meeting
- 35 days before: notice of meeting
The Board of Directors sets the date when the General Meeting will be held. The Board must notify shareholders at least 35 days before the set date.
The notice of meeting is published in the Bulletin des Annonces Légales Obligatoires (BALO). This notice states the Meeting agenda, includes text of the draft resolutions and outlines the terms of participation in the Meeting.
At the same time that the notice of meeting appears in the BALO, Pernod Ricard publishes a press release in national financial newspapers, specifying the date, time and location of the Meeting.
- 15 days before: notice of meeting
The notice of meeting is published in the BALO at least 15 days before the meeting is held, as well as in newspapers authorised to receive legal announcements by the Group Head Office. This notice specifies the date, time and location, as well as the agenda and terms of participation in the Meeting.
Information about the General Meeting is available on the websites of the Autorité des Marchés Financiers, the BALO and on the Pernod Ricard website.
How do I participate in the combined ordinary and extraordinary shareholders meeting of Pernod Ricard of 5 november 2010?
CONDITIONS FOR PARTICIPATING IN THE SHAREHOLDERS MEETING
All shareholders have the right to participate in Shareholders Meetings, irrespective of the number of shares they hold.
The shareholder has four alternatives:
• attend the Shareholders Meeting personally;
• give a proxy to the Chairman of the Shareholders Meeting;
• give a proxy to a third party (his or her spouse or another Pernod Ricard shareholder attending the Shareholders Meeting);
• cast a postal vote.
Any shareholder who has already cast a postal vote, sent in a proxy form or applied for an admission card may no longer choose any other method of participation but may however sell all or some of his or her shares at any time.
Prior formalities to be accomplished to participate in the Shareholders Meeting
In order to be able to attend this Shareholders Meeting in person, be represented at such meeting or cast a postal vote, your Pernod Ricard shares simply need to be recorded in your name as either registered or bearer shares, on the third business day prior to the Shareholders Meeting at zero hours, Paris time, i.e. in this case on Friday, 05 November 2010 at zero hours, Paris time.
Shareholders listed in the registered share accounts, by D-3 may participate in the Shareholders’ Meeting.
For shareholders listed in the bearer accounts, the authorised intermediaries who hold the bearer accounts confirm the status of their clients as shareholders to the centralising bank appointed by the Shareholders’ Meeting by providing a certificate of participation appended to the unique postal voting form or via a proxy form or application for an admission card. However, if a holder of bearer shares wishes to participate in the Shareholders’ Meeting in person and has not received his/her admission card by 5 November 2010, he/she may ask his/her financial intermediary to provide a certificate of participation confirming his/her status as a shareholder as of D-3 that may be presented in order to gain admission to the meeting.
Postal voting or proxy forms may be obtained by a letter sent to, or handed in at, the registered office of Pernod Ricard or sent to Société Générale, "Service des Assemblées", 32, rue du Champs de Tir, BP 81 236, 44312 NANTES CEDEX 03, or to the authorised bank or financial intermediary with whom the shares are registered; the application must be received by the Service des Assemblées at Société Générale or at Pernod Ricard’s registered office at least six days before the date of the Shareholders Meeting.
If you want to attend the Shareholders Meeting
• If you own registered shares:
You must apply for an admission card which will provide you with quicker access to the meeting room, by returning the voting form in the envelope sent to you, after ticking box A at the top of the form.
You can also go directly to the admission desk specially provided for this purpose, and present your identity papers. However, due to the time you will have to wait, it is recommended that you proceed as mentioned above.
• If you own bearer shares:
You have to apply for an admission card which is essential to enable you to be admitted to the Shareholders Meeting and allowed to vote.
- Please tick box A at the top of the voting form.
- You should return this form as soon as possible to the financial intermediary responsible for managing your securities account and this intermediary will pass on your request by preparing a certificate of participation (1).
If you do not want to attend the Shareholders Meeting
1) You should tick box B on the form,
2) Then you should choose from the three alternatives that are offered to you by ticking the corresponding box:
a) Either you cast a postal vote:
In which case, you should tick the box marked "I am casting a postal vote" and, where applicable, you should fill in the boxes corresponding to the resolutions which you do not wish to approve.
b) Or you give a proxy to the Chairman of the Shareholders Meeting:
You should date and sign at the bottom of the form. In this case, the Chairman will vote in favour of adoption of the proposed resolutions and amendments submitted or approved by the Board of Directors, and against the resolutions in all other cases.
c) If you wish to be represented by your spouse or another shareholder:
You should tick the box "I am giving a proxy to" and provide the name and contact details of the person to whom you are giving a proxy to attend the Shareholders Meeting and vote in your place.
Decree no. 2010-684 of 23 June 2010, art. 6, also provides for the notification of the appointment or withdrawal of a proxy via an electronic medium.
In this case:
If you hold registered shares (held by the company’s financial intermediary):
send an email to AGPernodRicard2010.mandataires@sgss.socgen.com, stating your surname, first name and address, and your Société Générale user name (information available on the top left-hand corner of your account statement), and the name and first name of the proxy appointed or withdrawn.
Next, you need to access the website www.nominet.socgen.com using your usual user name and password (your user name is shown at the bottom of your account statement, and your password was sent to you by post when you opened your account) to confirm your request. If you no longer have your password, follow the instructions on the website’s home page, click on the new message link, and with “Shareholders’ meeting” in the subject line, and “Other” in the second subject line, state the name and first name of the proxy you wish to appoint/withdraw.
If you hold bearer shares or shares registered with your financial intermediary:
send an email to AGPernodRicard2010.mandataires@sgss.socgen.com stating your surname, first name, address and bank details, together with the name and first name of the proxy you wish to appoint/ withdraw. Next, you need to ask the financial intermediary responsible for managing your securities account to send confirmation by fax to the Department for Shareholders’ Meetings (service Assemblées) at Société Générale.
For the appointment or withdrawal of proxies to be taken into account, confirmation must be received no later than Sunday 7 November.
Please note that the above email address should only be used for requests to appoint/withdraw a proxy; requests of any other nature cannot be processed.
3) Finally, in every case, you should date, sign and return the postal voting or proxy form and return it as follows:
- If you own registered shares, to the centralising bank appointed to act on behalf of the company at the following address:
Société Générale
Service des Assemblées
BP 81236
32, rue du Champ-de-Tir
44312 Nantes Cedex 03
- If you own bearer shares, to the financial intermediary responsible for managing your securities account (which will send on the document together with the certificate of participation(1) which it will have previously drawn up).
The postal voting forms will only be taken into account for forms that have been duly filled in and received by Société Générale, at least 3 days prior to the Shareholders Meeting.
Shareholders will be able to obtain the documents with regard to this Shareholders Meeting and in particular those referred to in Article R.225-83 of the French Commercial Code from Shareholder Services at 12, place des Etats-Unis, 75116 Paris.
(1) Within the 3-day time period preceding the General Meeting, should you have not already received your admission card, or should you have any question
about its processing, please feel free to contact Société Générale dedicated operators at 0.825.315.315 (from France: 0,125 €/mn excluding VAT ) from
Monday to Friday, between 8:30 a.m and 6:00 p.m Paris time.
