Pernod Ricard Sa · EURONEXT:RI
Pernod Ricard Sa — Shareholder Meeting (November 2020)
116 slides from Pernod Ricard Sa's shareholder meeting presentation, Nov 27, 2020
Slide 1: Shareholders' Meeting 27 November 2020
SHAREHOLDERS’ MEETING r 2020 Pernod Ricard
Slide 2: Chairman & Chief Executive Officer
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Slide 3: Bureau
BUREAU CHAIRMAN ALEXANDRE RICARD TELLERS PAUL-CHARLES RICARD, PRISCILLA MATERS SECRETARY ANTOINE BROCAS ALSO ATTENDING: DIRECTOR FINANCE, IT & OPERATIONS HÉLÈNE DE TISSOT LEAD INDEPENDENT DIRECTOR PATRICIA BARBIZET
Slide 4: Pernod Ricard
Pernod Ricard
Slide 5: Secretary of the Board
Antoine BROCAS SECRETARY OF THE BOARD 48 me) ooht
Slide 6: Legal documents available to shareholders
LEGAL DOCUMENTS AVAILABLE TO SHAREHOLDERS T H E D O C U M E N T S R E Q U I R E D B Y T H E A P P L I C A B L E L AW S A N D R E G U L AT I O N S , W H I C H A R E O N T H E S H A R E H O L D E R S ’ B U R E A U H AV E B E E N S E N T A N D M A D E AVA I L A B L E T O T H E SHAREHOLDERS
Slide 7: Final quorum reached
FINAL QUORUM REACHED, SET THE DAY BEFORE THE SHAREHOLDERS’ MEETING AT 3:00 P.M.: 75.27% NB OF SHARES NB OF VOTES PRESENT AT THE MEETING 0 0 PROXY CREDENTIALS 0 0 PROXY TO THE CHAIRMAN 3 760 169 5 773 023 VOTE BY POST 192 745 744 242 027 791 TOTALS 196 505 913 247 800 814
Slide 8: Management Report
MANAGEMENT REPORT Pernod Ricard
Slide 9: Chairman & Chief Executive Officer
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Slide 10: Agility, Resilience, Determination
Agility, Resilience, Determination
Slide 11: Rising to a double challenge
Rising to a double challenge: Managing the short term and preparing the long term
Slide 12: Agility to respond to the urgency
Agility to respond to the urgency Protecting our employees Preserving our financial stability Keeping our distilleries running Supporting our communities
Slide 13: Resilience to move forward with confidence
Resilience to move forward with confidence Better-than-expected performance Robust fundamentals
Slide 14: Determination to accelerate
Determination to accelerate Major digital transformation Dynamic portfolio management
Slide 15: Dynamic portfolio management
Dynamic portfolio management
Slide 16: Determination to accelerate
Determination to accelerate Major digital transformation Dynamic portfolio management Pursuit of our innovation strategy
Slide 17: Pursuit of our innovation strategy
Pursuit of ‘s ) oth ) ) STRAWBERRY Hi & | lle, (aan »® >| Splaste | ame | LIME PASSION FRUIT
Slide 18: Determination to accelerate
Determination to accelerate Major digital transformation Dynamic portfolio management Pursuit of our innovation strategy Ambitious S&R roadmap
Slide 19: Valuing Circular, Nurturing Terroir, People Making, Responsible Hosting
Valuing Circular PEOPLE MAKING = | wo ¢ || ad CO} |e Nurturing Responsible TERROIR HOSTING va | (ee. eae | (Tae eo £ ale| @ create Amore . gi Se gos without ey. “Mey c , x we
Slide 20: Global Compact LEAD
@ Global Compact & LEAD
Slide 21: Financial Statements
FINANCIAL STATEMENTS
Slide 22: Director Finance, IT & Operations
D I R E C T O R F I N A N C E , I T & O P E R AT I O N S
Slide 23: FY20 sales and results reflecting strong resilience and agility
FY20 SALES AND RESULTS REFLECTING STRONG RESILIENCE AND AGILITY, DESPITE COVID-19 IMPACT • Solid H1 FY20, with diversified growth • H2 FY20: COVID-19 crisis management, whilst pursuing long-term transformation agenda • Strong off-trade resilience but difficulties in on-trade and Travel Retail • Acti
Slide 24: Gaining or maintaining share in top 10 markets in FY20
GAINING OR MAINTAINING SHARE IN TOP 10 MARKETS IN FY20 Source: latest 12-month Nielsen/IWSR/OTC to June 2020; internal estimates
Slide 25: FY20 key figures
FY FY H1 H2 € millions FY20 REPORTED ORGANIC ORGANIC ORGANIC SALES 8,448 -8.0% -9.5% +2.7% -25.3% Profit from Recurring Operations (PRO) 2,260 -12.4% -13.7% +4.3% -45.9% PRO/Sales 26.8% -135 bps -131 bps NET PROFIT FROM RECURRING 1,439 -13% OPERATIONS1 Net Profit1 329 -77% Free Cash Flow 830 -39% 1.
Slide 26: Solid and diversified H1 but H2 impacted by COVID-19
SOLID AND DIVERSIFIED H1 BUT H2 IMPACTED BY COVID-19 AMERICAS ASIA-ROW EUROPE WORLD 12% FY19 2% 2% 3% 3% 6% 3% 1% H1 FY20 H2 FY20 -6% -6% -10% -16% -14% -18% FY20 -25% -36% • GOOD RESILIENCE IN USA1 AND • DECLINE DRIVEN MAINLY BY CHINA, • OVERALL GOOD RESILIENCE • SOLID H1 BUT H2 CANADA INDIA AND TR
Slide 27: Decline across key categories in H2 driven by COVID-19
AFTER SOLID H1, DECLINE ACROSS KEY CATEGORIES IN H2 DRIVEN BY COVID-19, BUT GOOD PERFORMANCE OF SPECIALTY BRANDS STRATEGIC STRATEGIC SPECIALTY STRATEGIC INTERNATIONAL LOCAL BRANDS WINES BRANDS BRANDS 12% 12% 17% FY19 7% 4% 3% 7% 0% H1 FY20 H2 FY20 -5% -5% -4% -10% -9% -9% FY20 -24% -30% • BROAD-BASE
Slide 28: Profit from Recurring Operations
FY FY H1 H2 € millions FY19 FY20 REPORTED ORGANIC ORGANIC ORGANIC SALES1 9,182 8,448 -8.0% -9.5% +2.7% -25.3% Gross margin after logistics costs (GM) 5,648 5,086 -10% -12% +2% -30% GM/Sales 61.5% 60.2% -140 bps Advertising & promotional expenditure (A&P) (1,512) (1,327) -12% -14% +3% -33% A&P/Sales
Slide 29: Pricing, A&P and structure costs
• Resilient pricing: +1% • A&P: +88bps, thanks to very strong mitigation plan in H2 • Structure costs: very strong cost discipline • PRO margin reduction contained to -131bps
Slide 30: From PRO to Group share of net profit
€ millions FY19 FY20 REPORTED PROFIT FROM RECURRING OPERATIONS (PRO) 2,581 2,260 -12.4% Non-recurring operating income and expenses (206) (1,283) OPERATING PROFIT 2,375 978 -59% Financial income (expense) (310) (366) Corporate income tax (582) (258) Non-controlling interests and other (27) (25) GROU
Slide 31: Net debt evolution
€ millions +1,804 69 8,424 603 849 6,620 830 1,113 30-Jun-19 FCF SHARE DIVIDENDS LEASE TRANSLATION 30-Jun-20 BUYBACK, M&A LIABILITIES ADJUSTMENT AND OTHER (IFRS16) & OTHER
Slide 32: Debt management and liquidity
• Dynamic debt management • Reinforced liquidity: €5.3bn at 30 June 2020 • Low rates on new bonds • Increase in M&A cash-out • €523m share buyback (suspension in April)
Slide 33: Pernod Ricard S.A. Financial Statements
PERNOD RICARD S.A. FINANCIAL STATEMENTS Pernod Ricard
Slide 34: Financial Statements Pernod Ricard S.A.
FINANCIAL STATEMENTS PERNOD RICARD S.A. € millions FY19 FY20 Operating Profit (87) (61) Financial income (expense) 305 1,140 Non-recurring items (44) (65) Income tax 152 163 NET PROFIT 326 1,178 • NET PROFIT INCREASE of +€852m, mainly due to increase in dividend received
Slide 35: Proposed dividend: €2.66 per share
PROPOSED DIVIDEND: €2.66 PER SHARE € FY16 FY17 FY18 FY19 FY201 Dividend 1.88 2.02 2.36 3.12 2.66 > Proposed dividend per share: -15% vs. FY19, reflecting decline in profit (and in line with dividend policy of c. 50% pay-out ratio) > Implementation of share buyback in FY20: €523m was completed by Apr
Slide 36: First Quarter
FIRST QUARTER Pernod Ricard
Slide 37: Encouraging Q1 FY21 at -6%
ENCOURAGING Q1 FY21 AT -6%, IN MARKED IMPROVEMENT VS. Q4 FY20, THANKS TO PARTIAL ON-TRADE REOPENING AND CONTINUED OFF-TRADE RESILIENCE Q1 FY20 Sales of €2,236m Organic Sales -6%, Reported Sales -10% > Off-trade remaining very resilient in USA and Europe > Markets benefitting from partial on-trade re
Slide 38: Outlook
OUTLOOK M ~ Pernod Ricard Créatenups de comivialité
Slide 39: Chairman & Chief Executive Officer
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Slide 40: FY21 expectations
FOR FY21, PERNOD RICARD EXPECTS: • Continued uncertainty and volatility, in particular relating to sanitary conditions and their impact on social gatherings and travel • Challenging economic conditions • Resilience of off-trade in USA and Europe but prolonged downturn in Travel Retail and on-trade d
Slide 41: Board of Directors & Committees
BOARD OF DIRECTORS & COMMITTEES 7 Pernod Ricard
Slide 42: The Board of Directors
THE BOARD OF DIRECTORS Mr ALEXANDRE RICARD Ms PATRICIA BARBIZET CHAIRMAN AND CHIEF LEAD INDEPENDENT EXECUTIVE OFFICER DIRECTOR Ms ESTHER BERROZPE GALINDO Ms ANNE LANGE Mr PHILIPPE PETITCOLIN Mr WOLFGANG COLBERG Mr IAN GALLIENNE Ms KORY SORENSON INDEPENDENT INDEPENDENT INDEPENDENT DIRECTOR INDEPENDEN
Slide 43: Governance
GOVERNANCE Pernod Ricard
Slide 44: Lead Independent Director
Patricia BARBIZET LEAD INDEPENDENT DIRECTOR 48 me) ooht
Slide 45: Lead Independent Director activity report
LEAD INDEPENDENT DIRECTOR ACTIVITY REPORT During the financial year, the Lead Independent Director has notably: • Participated in several meetings dedicated to the Governance of the Company (roadshows); • Met a large part of the teams of Pernod Ricard and some of its affiliates; • Chaired the execut
Slide 46: Creation of a dedicated CSR Committee
LEAD INDEPENDENT DIRECTOR C R E AT I O N O F A D E D I C AT E D C S R C O M M I T T E E • CSR is an integral part of the Group's development strategy. • With the launch of the 2030 Good Times from a Good Place roadmap in April 2019, Pernod Ricard continues to intensify its CSR commitments, in line w
Slide 47: Composition of the Board
THE BOARD OF DIRECTORS COMPOSITION OF THE BOARD AT THE END OF THE FINANCIAL YEAR: 14 MEMBERS (including 2 Directors representing the employees) INDEPENDENCE INTERNATIONALISATION FEMALE RATE(1) (2) RATE RATIO(1) 66.7% 42.8% 41.6% (1) Excluding Directors representing the employees (2) As of November 5
Slide 48: Board main activities in FY20
THE BOARD OF DIRECTORS MAIN ACTIVITIES IN FY20 • Monitoring the impact of the COVID-19 crisis ATTENDANCE • Drawing up of the annual and half-year financial statements RATE • Review of the budget • Preparation of the Annual Shareholders’ Meeting (notably draft resolutions) • Review and validation of
Slide 49: Dedicated Committees
THE BOARD OF DIRECTORS 4 D E D I C AT E D C O M M I T T E E S • AUDIT COMMITTEE • NOMINATIONS, GOVERNANCE AND CSR COMMITTEE 42,8% 41,6% • COMPENSATION COMMITTEE • STRATEGIC COMMITTEE
Slide 50: The Audit Committee
THE AUDIT COMMITTEE Mr WOLFGANG COLBERG* CHAIRMAN 42,8% 41,6% Ms KORY SORENSON Mr PHILIPPE PETITCOLIN Mr GILLES SAMYN * As of November 5, 2020 Mr. Wolfgang Colberg is no longer considered independent as per criteria listed in the Afep-Medef Code. Consequently, it is specified that a new independent
Slide 51: Audit Committee main activities
THE AUDIT COMMITTEE MAIN ACTIVITIES INDEPENDENCE ATTENDANCE • Review of the Group’s draft annual and half-year statements (Parent Company and consolidated) RATE(1) RATE • Review of all financial issues, in particular complex accounting treatments 100% 100% • Review of all significant risks and asses
Slide 52: The Nominations, Governance and CSR Committee
THE NOMINATIONS, GOVERNANCE AND CSR COMMITTEE Ms PATRICIA BARBIZET CHAIRWOMAN Mr WOLFGANG COLBERG Mr CÉSAR GIRON
Slide 53: Nominations, Governance and CSR Committee activities
THE NOMINATIONS, GOVERNANCE AND CSR COMMITTEE MAIN ACTIVITIES INDEPENDENCE ATTENDANCE • Discussion on the Group’s governance RATE(1) RATE • Review of the composition of the Board and the independence of the Directors • Review of the annual self-assessment of the operations of the Board of Directors
Slide 54: The Compensation Committee
THE COMPENSATION COMMITTEE Ms KORY SORENSON CHAIRWOMAN Ms PATRICIA BARBIZET Mr IAN GALLIENNE Mr PHILIPPE PETITCOLIN Mr STÉPHANE EMERY DIRECTOR REPRESENTING THE EMPLOYEES
Slide 55: Compensation Committee main activities
THE COMPENSATION COMMITTEE MAIN ACTIVITIES INDEPENDENCE ATTENDANCE RATE RATE • Review of the rules of governance and market practices concerning the compensation of Executive Directors in connection with the application of the French PACTE law and Order 2019-1234 of 27 November 2019 100% 100% • Anal
Slide 56: The Strategic Committee
THE STRATEGIC COMMITTEE M. ALEXANDRE RICARD CHAIRMAN Ms ANNE LANGE Mr WOLFGANG COLBERG Mr IAN GALLIENNE Mr CÉSAR GIRON
Slide 57: Strategic Committee main activities
THE STRATEGIC COMMITTEE MAIN ACTIVITIES INDEPENDENCE ATTENDANCE RATE(1) RATE • Review of the key strategic issues of the Group • Drawing up and giving its prior opinion on significant partnership transactions, sales or acquisitions 60% 100% • Review of the evolution of the Group’s financial policy (
Slide 58: Executive Director's Compensation
EXECUTIVE DIRECTOR'S COMPENSATION Pernod Ricard
Slide 59: Independent Director & Chairwoman of the Compensation Committee
INDEPENDENT DIRECTOR & C H A I R W O M A N O F T H E C O M P E N S AT I O N C O M M I T T E E
Slide 60: Two resolutions submitted to vote
TWO RESOLUTIONS SUBMITTED TO VOTE VOTE « EX-POST » V O T E « E X - AN T E » Approval of the components of the compensation Approval of the compensation policy items paid or granted for FY20 to Mr Alexandre Ricard applicable to Mr Alexandre Ricard (Resolution n°10) (Resolution n°12)
Slide 61: FY20 elements of compensation
FY20 ELEMENTS OF COMPENSATION Fixed Compensation €1,100,000 Variable Compensation €297,000 27% of fixed compensation (target 110% and max 180%) Stock-options 22,545 stock options with external performance condition (3 years) and Performance- 3,579 performance-based shares with internal performance c
Slide 62: Compensation principles
COMPENSATION PRINCIPLES Fixed Compensation €1,100,000 Variable Compensation Target : 110% – Max : 180% (Quantitative objectives: target 80% - Qualitative objectives: target 30%) Stock-options and Max 150% of the annual fixed compensation Performance-based shares Deferred commitments Non-compete clau
Slide 63: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS Deloitte and KPMG S.A. Pernod Ricard
Slide 64: KPMG S.A.
KPMG 3.A. Eric Ropert 48 me) ooht
Slide 65: Auditors' report on financial statements
Pages 218-222 and 246-248 of the universal registration document • Objective : obtain reasonable assurance that the financial statements do not contain any material misstatements, that they are in accordance with accounting principles, that they are accurate and fair, and give a true and fair view o
Slide 66: Regulated agreements
Page 249 of the universal registration document • No new regulated agreements to be submitted to the approval of the Shareholders’ Meeting • Regulated agreement previously approved by the Shareholders’ Meeting that remained in force during the financial year: > Credit agreement for €2,500,000,000 “M
Slide 67: Reports on share issuances
Pages 265 and 266 of the universal registration document • Reports on the issuance of ordinary shares or securities conferring entitlement to share capital, reserved for employees and corporate officers (17th and 18th resolutions) • No observation, it being specified that : > The proposed transactio
Slide 68: Chairman & Chief Executive Officer
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Slide 69: Presentation of the Resolutions
PRESENTATION OF THE RESOLUTIONS Pernod Ricard
Slide 70: Secretary of the Board
Antoine BROCAS SECRETARY OF THE BOARD 48 me) ooht
Slide 71: First Resolution: bylaws amendment (Soilihi law)
EXTRAORDINARY RESOLUTION FIRST RESOLUTION AMENDMENT TO ARTICLES 35 AND 36 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE SOILIHI LAW • The purpose of this resolution is to update the rules on calculating the majority at Shareholders’ Meetings to exclude abstentions and blank or spoiled ballots
Slide 72: Second Resolution: parent company financial statements
ORDINARY RESOLUTIONS SECOND RESOLUTION APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 • The purpose of this resolution is to approve the financial statements for the financial year ended 30 June 2020, which show a net profit of €1,177,954,097.56.
Slide 73: Third Resolution: consolidated financial statements
ORDINARY RESOLUTIONS THIRD RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 • The purpose of this resolution is to approve the consolidated financial statements for the financial year ended 30 June 2020.
Slide 74: Fourth Resolution: allocation of net profit and dividend
ORDINARY RESOLUTIONS FOURTH RESOLUTION ALLOCATION OF NET PROFIT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 AND SETTING OF THE DIVIDEND • The purpose of this resolution is to allocate the results for the financial year ended 30 June 2020. • It is proposed to set the dividend at €2.66 per share. An int
Slide 75: Fifth Resolution: renewal of Alexandre Ricard
ORDINARY RESOLUTIONS FIFTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR ALEXANDRE RICARD • It is proposed that, by voting on this resolution, you renew the directorship of Mr Alexandre Ricard for a term of 4 years.
Slide 76: Sixth Resolution: renewal of César Giron
ORDINARY RESOLUTIONS SIXTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR CÉSAR GIRON • It is proposed that, by voting on this resolution, you renew the directorship of Mr César Giron for a term of 4 years.
Slide 77: Seventh Resolution: renewal of Wolfgang Colberg
ORDINARY RESOLUTIONS SEVENTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR WOLFGANG COLBERG • It is proposed that, by voting on this resolution, you renew the directorship of Mr Wolfgang Colberg for a term of 4 years.
Slide 78: Eighth Resolution: appointment of Virginie Fauvel
ORDINARY RESOLUTIONS EIGHTH RESOLUTION APPOINTMENT OF MS VIRGINIE FAUVEL AS A DIRECTOR • It is proposed that, by voting on this resolution, you appoint Ms Virginie Fauvel as a Director for a term of office of 4 years.
Slide 79: Ninth Resolution: directors' compensation amount
ORDINARY RESOLUTIONS NINTH RESOLUTION SETTING OF THE ANNUAL AMOUNT OF COMPENSATION ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS • The purpose of this resolution is to maintain the Board of Directors’ total compensation at €1,250,000 for FY21 and for the following financial years, until a new d
Slide 80: Tenth Resolution: FY20 compensation of Chairman & CEO
ORDINARY RESOLUTIONS TENTH RESOLUTION APPROVAL OF THE COMPONENTS OF THE COMPENSATION PAID OR GRANTED DURING FY20 TO MR ALEXANDRE RICARD, CHAIRMAN & CEO OF THE COMPANY • The purpose of this resolution is to submit for you approval the elements of compensation paid or granted during FY20 to Mr Alexand
Slide 81: Eleventh Resolution: FY20 compensation of corporate officers
ORDINARY RESOLUTIONS ELEVENTH RESOLUTION APPROVAL OF THE COMPONENTS OF THE COMPENSATION PAID OR GRANTED DURING FY20 TO THE CORPORATE OFFICERS OF THE COMPANY • The purpose of this resolution is to submit for you approval the elements of compensation paid or granted during FY20 to the Corporate Office
Slide 82: Twelfth Resolution: compensation policy for Chairman & CEO
ORDINARY RESOLUTIONS TWELFTH RESOLUTION APPROVAL OF THE COMPENSATION POLICY ITEMS APPLICABLE TO MR ALEXANDRE RICARD, CHAIRMAN & CEO • The purpose of this resolution is to submit for your approval the compensation policy items applicable to Mr Alexandre Ricard, Chairman & CEO, as described in pages 5
Slide 83: Thirteenth Resolution: compensation policy for corporate officers
ORDINARY RESOLUTIONS THIRTEENTH RESOLUTION APPROVAL OF THE COMPENSATION POLICY ITEMS APPLICABLE TO THE CORPORATE OFFICERS OF THE COMPANY • The purpose of this resolution is to submit for your approval the compensation policy items applicable to the Corporate Officers as described in pages 56 to 58 o
Slide 84: Fourteenth Resolution: regulated agreements
ORDINARY RESOLUTIONS FOURTEENTH RESOLUTION APPROVAL OF THE REGULATED AGREEMENTS REFERRED TO IN ARTICLES L.225-38 et seq. OF THE FRENCH COMMERCIAL CODE • The purpose of this resolution is for you to approve the regulated agreements described in the Statutory Auditors’ special report, it being specifi
Slide 85: Fifteenth Resolution: share buyback authorisation
ORDINARY RESOLUTIONS FIFTEENTH RESOLUTION AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO REPURCHASE THE SHARES OF THE COMPANY • The purpose of this resolution is to allow the Company to trade in its own shares: > Period of validity: 18 months > Maximum purchase price per share: €270 > Maxi
Slide 86: Sixteenth Resolution: transfer of registered office
ORDINARY RESOLUTIONS SIXTEENTH RESOLUTION RATIFICATION OF THE DECISION OF THE BOARD OF DIRECTORS TO TRANSFER THE COMPANY’S REGISTERED OFFICE AND OF THE SUBSEQUENT AMENDMENT TO ARTICLE 4 OF THE COMPANY’S BYLAWS • The purpose of this resolution is to ratify the transfer of the Company’s registered off
Slide 87: Seventeenth Resolution: capital increase for savings plans
EXTRAORDINARY RESOLUTIONS SEVENTEENTH RESOLUTION SHARE CAPITAL INCREASE RESERVED FOR MEMBERS OF COMPANY SAVINGS PLANS • The purpose of this resolution is to authorise such share issues: > Period of validity: 26 months > Maximum amount: 2% of the share capital (common cap for the 17th and 18th resolu
Slide 88: Eighteenth Resolution: capital increase for beneficiary categories
EXTRAORDINARY RESOLUTIONS EIGHTEENTH RESOLUTION SHARE CAPITAL INCREASE RESERVED FOR CERTAIN CATEGORIES OF BENEFICIARIES • The purpose of this resolution is to authorise such share issues: > Period of validity: 18 months > Maximum amount: 2% of the share capital (common cap for the 17th and 18th reso
Slide 89: Nineteenth Resolution: amendment to Article 21
EXTRAORDINARY RESOLUTIONS NINETEENTH RESOLUTION AMENDMENT TO ARTICLE 21 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE SOILIHI LAW • The purpose of this resolution is to introduce the possibility for the Board of Directors to take decisions by written consultation under the conditions set by th
Slide 90: Twentieth Resolution: amendment to Articles 25, 28 and 35
EXTRAORDINARY RESOLUTIONS TWENTIETH RESOLUTION AMENDMENT TO ARTICLES 25, 28 ET 35 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE PACTE LAW • The purpose of this resolution is to replace the term “Directors’ fees” by “compensation.”
Slide 91: Twenty-first Resolution: legal formalities powers
EXTRAORDINARY RESOLUTIONS T W E N T Y- F I R S T R E S O L U T I O N POWERS TO CARRY OUT THE REQUIRED LEGAL FORMALITIES • The purpose of this resolution is to authorise the Board of Directors to carry out the required legal formalities to follow the decisions of the Shareholders’ Meeting.
Slide 92: From Shareholders
FROM SHAREHOLDERS
Slide 93: Voting Results on the Resolutions
VOTING RESULTS ON THE RESOLUTIONS Pernod Ricard
Slide 94: First Resolution voting result
EXTRAORDINARY RESOLUTION FIRST RESOLUTION AMENDMENT TO ARTICLES 35 AND 36 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE SOILIHI LAW
Slide 95: Second Resolution voting result
ORDINARY RESOLUTIONS SECOND RESOLUTION APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
Slide 96: Third Resolution voting result
ORDINARY RESOLUTIONS THIRD RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
Slide 97: Fourth Resolution voting result
ORDINARY RESOLUTIONS FOURTH RESOLUTION ALLOCATION OF NET PROFIT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 AND SETTING OF THE DIVIDEND
Slide 98: Fifth Resolution voting result
ORDINARY RESOLUTIONS FIFTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR ALEXANDRE RICARD
Slide 99: Sixth Resolution voting result
ORDINARY RESOLUTIONS SIXTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR CÉSAR GIRON
Slide 100: Seventh Resolution voting result
ORDINARY RESOLUTIONS SEVENTH RESOLUTION RENEWAL OF THE DIRECTORSHIP OF MR WOLFGANG COLBERG
Slide 101: Eighth Resolution voting result
ORDINARY RESOLUTIONS EIGHTH RESOLUTION APPOINTMENT OF MS VIRGINIE FAUVEL AS A DIRECTOR
Slide 102: Ninth Resolution voting result
ORDINARY RESOLUTIONS NINTH RESOLUTION SETTING OF THE ANNUAL AMOUNT OF COMPENSATION ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS
Slide 103: Tenth Resolution voting result
ORDINARY RESOLUTIONS TENTH RESOLUTION APPROVAL OF THE COMPONENTS OF THE COMPENSATION PAID OR GRANTED DURING FY20 TO MR ALEXANDRE RICARD, CHAIRMAN & CEO OF THE COMPANY
Slide 104: Eleventh Resolution voting result
ORDINARY RESOLUTIONS ELEVENTH RESOLUTION APPROVAL OF THE COMPONENTS OF THE COMPENSATION PAID OR GRANTED DURING FY20 TO THE CORPORATE OFFICERS OF THE COMPANY
Slide 105: Twelfth Resolution voting result
ORDINARY RESOLUTIONS TWELFTH RESOLUTION APPROVAL OF THE COMPENSATION POLICY ITEMS APPLICABLE TO MR ALEXANDRE RICARD, CHAIRMAN & CEO
Slide 106: Thirteenth Resolution voting result
ORDINARY RESOLUTIONS THIRTEENTH RESOLUTION APPROVAL OF THE COMPENSATION POLICY ITEMS APPLICABLE TO THE CORPORATE OFFICERS OF THE COMPANY
Slide 107: Fourteenth Resolution voting result
ORDINARY RESOLUTIONS FOURTEENTH RESOLUTION APPROVAL OF THE REGULATED AGREEMENTS REFERRED TO IN ARTICLES L.225-38 et seq. OF THE FRENCH COMMERCIAL CODE
Slide 108: Fifteenth Resolution voting result
ORDINARY RESOLUTIONS FIFTEENTH RESOLUTION AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO REPURCHASE THE SHARES OF THE COMPANY
Slide 109: Sixteenth Resolution voting result
ORDINARY RESOLUTIONS SIXTEENTH RESOLUTION RATIFICATION OF THE DECISION OF THE BOARD OF DIRECTORS TO TRANSFER THE COMPANY’S REGISTERED OFFICE AND OF THE SUBSEQUENT AMENDMENT TO ARTICLE 4 OF THE COMPANY’S BYLAWS
Slide 110: Seventeenth Resolution voting result
EXTRAORDINARY RESOLUTIONS SEVENTEENTH RESOLUTION SHARE CAPITAL INCREASE RESERVED FOR MEMBERS OF COMPANY SAVINGS PLANS
Slide 111: Eighteenth Resolution voting result
EXTRAORDINARY RESOLUTIONS EIGHTEENTH RESOLUTION SHARE CAPITAL INCREASE RESERVED FOR CERTAIN CATEGORIES OF BENEFICIARIES
Slide 112: Nineteenth Resolution voting result
EXTRAORDINARY RESOLUTIONS NINETEENTH RESOLUTION AMENDMENT TO ARTICLE 21 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE SOILIHI LAW
Slide 113: Twentieth Resolution voting result
EXTRAORDINARY RESOLUTIONS TWENTIETH RESOLUTION AMENDMENT TO ARTICLES 25, 28 ET 35 OF THE COMPANY’S BYLAWS IN ORDER TO COMPLY WITH THE PACTE LAW
Slide 114: Twenty-first Resolution voting result
EXTRAORDINARY RESOLUTIONS T W E N T Y- F I R S T R E S O L U T I O N POWERS TO CARRY OUT THE REQUIRED LEGAL FORMALITIES
Slide 115: Closing
CLOSING se “ Pernod Ricard Créaleurs de Comivialité
Slide 116: Shareholders' Meeting 27 November 2020
SHAREHOLDERS’ MEETING r 2020 Pernod Ricard