PERNOD-RICARD - URD 2021-22 EN
2. Corporate governance Items liable to have an impact in the event of a public offer
2.11
Items liable to have an impact in the event of a public offer
In accordance with article L. 22-10-11 of the French Commercial Code, the items liable to have an impact on the Company’s securities in the event of a public offer are set out below.
2.11.3
Agreements between shareholders of which the Company is aware
2.11.1
Capital structure
The Shareholders’ agreement between shareholders of the Company (agreement between Mr Rafaël Gonzalez-Gallarza and Société Paul Ricard, owned by the Ricard family) is described under “Shareholders’ agreements” in Subsection 2.5.8 “Declaration of Directors” of this universal registration document and also appears on the AMF website (www.amf-france.org).
of the Company The Company’s capital structure is shown in the table “Breakdown of share capital and voting rights on 30 June 2022” in Section 9 “About the Company and its share capital”, Subsection 9.2 “Information about the share capital”. Threshold crossings declared during FY22 are also indicated in the table entitled “Breakdown of share capital and voting rights on 30 June 2022” in Section 9.2 “About the Company and its share capital” of this universal registration document, Subsection 9.2 “Information about the share capital”.
2.11.4
Agreements entered into
by the Company which are modified or become void as a result of a change of control of the Company
2.11.2
Statutory restrictions
on the exercise of voting rights and double voting rights
Under certain conditions, the Company’s financing agreements provide for the early repayment of its debts. The description of the change of control clauses of these contracts is given under Subsection 5.6 “Material contracts” in Section 5 “Management report” of this universal registration document. 2.11.5 The Company’s articles of association (2) are amended in accordance with the applicable legal and regulatory provisions in France. There is no specific agreement providing for indemnities in the event of the termination of the position of Directors, with the exception of the commitments to the Executive Director described in Subsection 2.8.2 “Compensation policy for the Chairman and CEO”, in the “Policy on deferred commitments” paragraph. Other items
The Company’s articles of association (1) provide for a limit on voting rights. This mechanism is described in Subsection 2.12.3 “Voting conditions” below. In addition, certain shares of the Company have double voting rights as described in Subsection 2.12.3 “Voting conditions” below.
2.12
General Meetings and attendance procedures
It is reminded that article 32 of the articles of association (1) sets out the procedures that shareholders must follow in order to attend General Meetings. The shareholders meet every year at a General Meeting. 2.12.1 Both Ordinary and Extraordinary General Meetings are called, held and voted in accordance with the conditions provided for by law. They are held at the Company’s registered office or at any other place stated in the notice of meeting. Decisions by the shareholders are taken at Ordinary, Extraordinary or Combined General Meetings depending on the nature of the resolutions they are being asked to adopt. Notice to attend meetings
2.12.2
Participation in General
Meetings All shareholders have the right to attend the Company’s General Meetings and to participate in the deliberations, either in person or by proxy, regardless of the number of shares they hold. In order for a shareholder to have the right to participate in Ordinary or Extraordinary General Meetings, the shares must be registered in the name of the shareholder or in the name of the financial intermediary acting on the shareholder’s behalf at 00.00 (Paris time) two business days prior to the General Meeting, either in the registered share accounts kept by the Company or in the bearer share accounts kept by the authorised financial intermediary.
The articles of association may be consulted on the Company’s website (www.pernod-ricard.com) (1) The articles of association may be consulted on the Company’s website (www.pernod-ricard.com). (2)
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Pernod Ricard Universal Registration Document 2021-2022
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