The development of the Covid-19 pandemic has resulted in the introduction of new measures by the French Government in order to limit its spread and protect our citizens. In order to comply with the ban on gatherings now in force, and in application of Order n°2020-321 of 25 March 2020, Pernod Ricard (Paris:RI) regretfully announces that its 2020 Shareholders’ Meeting will exceptionally be held behind closed doors, without the shareholders being physically present. Accordingly, no admission cards will be issued.
This Shareholders’ Meeting will be held on 27 November 2020 at 2:00 p.m. at the new Pernod Ricard registered office located at 5 cours Paul Ricard, 75008 Paris. The agenda set out in the Appendix and in the Notice of Meeting published in the 23 October 2020 BALO remains unchanged.
The Shareholders' Meeting will be webcast live and in full on the Pernod Ricard website at www.pernod-ricard.com. A replay will also be available for viewing on the same website.
Shareholders are encouraged to vote online and as early as possible.
Furthermore, with a view to maintaining an ongoing and open dialogue with all its shareholders in all circumstances, Pernod Ricard is currently exploring all options available to allow its shareholders to participate in the Meeting, in particular by putting questions verbally to the bureau. Arrangements will be detailed on our website www.pernod-ricard.com ahead of the Shareholders’ Meeting.
To maintain the relationship between Pernod Ricard and its shareholders, the Company strongly encourages its shareholders to send all requests and documents electronically to the email address specifically set up for this Shareholders’ Meeting: email@example.com, or by calling Shareholder Relations on 0800 880 953.
The Group's shareholders are invited to refer to the section dedicated to the Shareholders’ Meeting on the Company’s website at www.pernod-ricard.com/en/investors/our-financial-information, which will be regularly updated.
In accordance with Article R.225-85 of the French Commercial Code, shareholders may vote by post, online, or by giving a proxy to the Chairman of the Meeting or to a person designated in accordance with the procedures described below.
Online voting (recommended)
Shareholders who wish to vote online will have access to the secure voting platform VOTACCESS, available to registered shareholders via www.sharinbox.societegenerale.com using their individual Sharinbox access codes provided on the voting form, or, for bearer shareholders, via the portal of their account holder institution.
The dedicated and secure websites will be accessible from Tuesday, 10 November 2020 at 9:00 a.m. (Paris time) and until Thursday, 26 November 2020 at 3:00 p.m. (Paris time), i.e. the last working day before the date of the Shareholders' Meeting.
Voting by post or giving proxy to the Chairman
Shareholders wishing to vote by post or give their proxy to the Chairman in accordance with legal and regulatory requirements may do so using the form attached to the Notice of Meeting, which can also be downloaded from www.pernod-ricard.com/en/investors/our-financial-information.
The postal voting form, duly completed and signed, with the admission card for bearer shareholders, must be sent by post to the following address:
Société Générale Securities Services, Service Assemblées Générales,
32 rue du Champ de Tir, 44312 Nantes Cedex 3
The deadline for receipt of these forms is Monday 23 November 2020.
Power of attorney to a designated person
Shareholders may appoint one of the persons mentioned in Article L. 225-106 I. of the French Commercial Code using the form attached to the Notice of Meeting, which can also be downloaded from www.pernod-ricard.com/en/investors/our-financial-information.
This form, duly completed and signed, must be sent, together with the attendance card in the case of bearer shareholders, no later than midnight on 23 November 2020, either by post (addressed to Société Générale - Service des Assemblées - CS 30812- 44308 Nantes Cedex 3), or as a scanned copy attached to an e-mail sent to firstname.lastname@example.org. The scanned copy will not be taken into account if left unsigned.
In accordance with Article 6 of Decree no. 2020-418 of 10 April 2020, proxies may send their instructions for the exercise of their powers of attorney by email to email@example.com, using the proxy voting form that can be downloaded from www.pernod-ricard.com, Section - Investors/Shareholders - Our Financial Information - Shareholders' Meeting. It must be signed, scanned and attached to the e-mail, and sent no later than the fourth day prior to the date of the Shareholders’ Meeting, i.e. midnight on 23 November 2020.
Written questions must be sent to Pernod Ricard by registered letter with acknowledgement of receipt no later than the fourth business day prior to the date of the Shareholders’ Meeting, i.e. Monday 23 November 2020, : Chairman and Chief Executive Officer, Secretariat of the Board of Directors, 5, Cours Paul Ricard, 75008 Paris –. In order to be taken into account, these questions must be sent together with a certificate of account registration.
Shareholders' right of communication
All the documents and information referred to in Article R.225-73-1 of the French Commercial Code intended to be submitted to the Shareholders' Meeting are available to shareholders on the Company's website at www.pernod-ricard.com/en/investors/our-financial-information.
Shareholders may request documents that are not available on the Pernod Ricard website by email to the following address, specifically created for this Shareholders’ Meeting: firstname.lastname@example.org.
APPENDIX – Agenda of the Shareholders’ Meeting to be held on 27 November 2020
I. Item on the agenda presented at the Extraordinary Shareholders’ Meeting
1. Amendment to articles 35 “Ordinary General Shareholders’ Meetings” and 36 “Extraordinary General Shareholders’ Meetings” of the bylaws: to bring the bylaws into compliance with the SOILIHI law on how abstention and blank and void votes are taken into account for calculating the majority at Shareholders’ Meetings.
II. Items on the agenda presented at the Ordinary Shareholders’ Meeting
2. Approval of the Parent Company financial statements for the financial year ended 30 June 2020.
3. Approval of the consolidated financial statements for the financial year ended 30 June 2020.
4. Allocation of net profit for the financial year ended 30 June 2020 and setting of the dividend.
5. Renewal of Mr Alexandre Ricard as Director.
6. Renewal of Mr César Giron as Director.
7. Renewal of Mr Wolfgang Colberg as Director1.
8. Appointment of Ms Virginie Fauvel as Director.
9. Setting of the annual amount of compensation allocated to the members of the Board of Directors.
10. Approval of the components of the compensation paid or granted for FY20 to Mr Alexandre Ricard, Chairman & CEO.
11. Approval of the components of the compensation paid or granted for FY20 to the corporate officers.
12. Approval of the compensation policy items applicable to Mr Alexandre Ricard, Chairman & CEO.
13. Approval of the compensation policy items applicable to the corporate officers.
14. Approval of the agreements referred to in articles L. 225-38 et seq. of the French Commercial Code.
15. Authorisation to be granted to the Board of Directors to repurchase the shares of the Company.
16. Ratification of the Board of Directors’ decision to transfer the Company’s registered office and corresponding amendment to article 4 “Registered Office” of the bylaws.
III. Items on the agenda presented at the Extraordinary Shareholders’ Meeting
17. Delegation of authority to be granted to the Board of Directors to decide to increase the share capital subject to the limit of 2% of the share capital through the issue of shares or securities granting access to the share capital, reserved for members of company savings plans with cancellation of the preferential subscription right in favour of the members of such savings plans.
18. Delegation of authority to be granted to the Board of Directors to decide to increase the share capital subject to the limit of 2% of the share capital through the issue of shares or securities granting access to the share capital, reserved for certain categories of beneficiaries with cancellation of the preferential subscription right in favour of such beneficiaries.
19. Amendment to article 21 “Meetings” of the bylaws to introduce the option for the Board of Directors to take decisions by written consultation under the conditions set by the SOILIHI law.
20. Amendment to articles 25 “Compensation of members of the Board”, 28 “Censors” and 35 “Ordinary General Shareholders' Meetings” of the bylaws to replace the term “directors’ fees” by that of “compensation” in compliance with the PACTE law.
21. Powers to carry out the necessary legal formalities.
About Pernod Ricard
Pernod Ricard is the world’s No 2 in wines and spirits with consolidated sales of €8,448 million in FY20. Created in 1975 by the merger of Ricard and Pernod, the Group has undergone sustained development, based on both organic growth and acquisitions: Seagram (2001), Allied Domecq (2005) and Vin&Sprit (2008). Pernod Ricard, which owns 16 of the Top 100 Spirits Brands, holds one of the most prestigious and comprehensive brand portfolios in the industry, including: Absolut Vodka, Ricard pastis, Ballantine’s, Chivas Regal, Royal Salute, and The Glenlivet Scotch whiskies, Jameson Irish whiskey, Martell cognac, Havana Club rum, Beefeater gin, Malibu liqueur, Mumm and Perrier-Jouët champagnes, as well Jacob’s Creek, Brancott Estate, Campo Viejo, and Kenwood wines. Pernod Ricard’s brands are distributed across 160+ markets and by its own salesforce in 73 markets. The Group’s decentralised organisation empowers its 19,000 employees to be true on-the-ground ambassadors of its vision of “Créateurs de Convivialité.” As reaffirmed by the Group’s strategic plan, “Transform and Accelerate,” deployed in 2018, Pernod Ricard’s strategy focuses on investing in long-term, profitable growth for all stakeholders. The Group remains true to its three founding values: entrepreneurial spirit, mutual trust, and a strong sense of ethics, as illustrated by the 2030 Sustainability and Responsibility roadmap supporting the United Nations Sustainable Development Goals (SDGs), “Good times from a good place.” In recognition of Pernod Ricard’s strong commitment to sustainable development and responsible consumption, it has received a Gold rating from Ecovadis. Pernod Ricard is also a United Nations’ Global Compact LEAD company.
Pernod Ricard is listed on Euronext (Ticker: RI; ISIN Code: FR0000120693) and is part of the CAC 40 and Eurostoxx 50 indices.
1 Since 5 November 2020, i.e. 12 years after the beginning of his first term of office as Director, Mr Wolfgang Colberg no longer meets the independence criteria as listed in the Afep-Medef Code. It is therefore specified that a new independent Chairman of the Audit Committee will be appointed by the Board of Directors immediately after the Shareholders’ Meeting.
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