Pernod Ricard Sa · EURONEXT:RI
Pernod Ricard Sa — Shareholder Meeting (November 2024)
126 slides from Pernod Ricard Sa's shareholder meeting presentation, Nov 8, 2024
Slide 1: Shareholders' Meeting November 8th 2024
Shareholders’ Meeting November 8th 2024
Slide 2: Responsible drinking notice on video images
“The images featured in some of the videos presented here refer to the promotion of alcohol and should not be viewed or shared with minors, nor are they authorized for commercial distribution in France. Always drink responsibly.”
Slide 3: Opening
Opening Alexandre RICARD Chairman & Chief Executive Officer
Slide 4: Shareholders' Meeting Bureau
Shareholders’ Meeting BUREAU CHAIRMAN Alexandre RICARD TELLERS Patricia RICARD GIRON, Laurent RAETS SECRETARY Anne-Marie POLIQUIN ALSO ATTENDING LEAD INDEPENDANT DIRECTOR Patricia BARBIZET EVP FINANCE & IT Hélène de TISSOT STATUTORY AUDITOR KPMG S.A. Caroline BRUNO-DIAZ
Slide 5: Provisional Quorum
Provisional Quorum
Slide 6: Provisional Quorum
Provisional Quorum In shares: (80.88)% NB OF SHARES NB OF VOTES REPRESENTED AT THE AGM 30,797,225 55,852,660 POWERS REPRESENTED 10,065 11,142 POWERS TO THE PRESIDENT 29,83,680 53,269,227 POSTAL VOTE 142,617,344 142,711,304 TOTAL 203,256,314 251,844,333
Slide 7: Legal documents available to shareholders
Legal documents available to shareholders The documents required by the applicable laws and regulations, which are on the Shareholders’ Bureau, have been sent and made available to the Shareholders within the legal delays.
Slide 8: Management Report
) 1 Managemen Repert, | 1
Slide 9: Management Report
INNOVATION RESPONSIBILITY INVESTMENT 1｜ MANAGEMENT REPORT
Slide 10: Financial performance overview
Financial performance overview NET SALES Organic -1% GROUP SHARE €11,598m Reported -4% OF NET PROFIT -35% €1,476m Organic Operating +1.5% Margin PRO Organic EPS -13% expansion €3,116m Reported -7% €7.90 of +80bps FREE NET DEBT / CASH-FLOW -33% EBITDA +0.3x €963m MANAGEMENT REPORT 3.1X ! 1
Slide 11: Broad-based geographic breadth mitigates softer US and China
Broad-based and balanced geographic breadth mitigates the impact of softer results in the US & China ASIA GROUP AMERICAS EUROPE ORGANIC NET SALES GROWTH REST OF WORLD ORGANIC NET SALES GROWTH -5 -5 ORGANIC NET SALES GROWTH % ORGANIC NET SALES GROWTH % -1 % WEIGHT IN SALES 29% WEIGHT IN SALES 28% Exc
Slide 12: US, China and rest of world performance
Broad-based and balanced geographic breadth mitigates the impact of softer results in the US & China REST OF US CHINA WORLD ORGANIC NET SALES GROWTH ORGANIC NET SALES GROWTH ORGANIC NET SALES GROWTH -9 % -10 % +2 /+5 % Excl. Russia % Sell-out of c.-4% Depressed macro-economic India +6%: environment
Slide 13: Normalization concluded in most markets
Normalization is concluded in most markets following two years of outsized growth Sequential volume recovery in most markets1 in H2 AMERICAS EUROPE ASIA ROW (CAGR) (CAGR) (CAGR) GROUP NET SALES +3 % +4 % +6 % +26 VS FY19 % +17 % +20% +37 % 126 137 132 122 120 120 117 116 MANAGEMENT REPORT Compound 1
Slide 14: Premium portfolio in the most dynamic segment
With its premium portfolio, Pernod Ricard operates in the most dynamic segment of the attractive beverage alcohol market Compound Annual Growth Rate 2013 to 20231 +4 % +6 % +7 % INTERNATIONAL PREMIUM PLUS SPIRITS MARKET TOTAL BEVERAGE ALCOHOL MARKET TOTAL SPIRITS MARKET €121 bn2 €1.1 trn MANAGEMENT
Slide 15: Favourable trends sustain long-term premium spirits growth
Favourable trends sustain long-term growth of premium spirits Powerful mega trends Global growth in Legal Drinking Age Global growth in middle class Women increasing share of consumption Evolving consumer needs Search for experiences Self-expression MANAGEMENT REPORT Convenience ! 1
Slide 16: Our competitive advantages
THE MOST COMPLETE PREMIUM PORTFOLIO Our competitive advantages WINNING THE MOST COMPREHENSIVE MANAGEMENT REPORT CULTURE DISTRIBUTION NETWORK ! 1
Slide 17: The most complete premium portfolio
THE MOST COMPLETE PREMIUM PORTFOLIO Our competitive advantages MANAGEMENT REPORT ! 1
Slide 18: Industry's most complete and diversified portfolio
STRATEGIC INTERNATIONAL BRANDS Over time, we have built the industry’s most complete and diversified portfolio STRATEGIC LOCAL BRANDS PRESTIGE BRANDS of premium international spirits brands. 1｜ MANAGEMENT REPORT SPECIALTY BRANDS
Slide 19: Consumer centricity fuels innovation and marketing
Consumer centricity fuels innovation and marketing investments Absolut Skrewball Ricard Absolut Warhol Lillet Malfy x Missoni x Ocean Spray Whiskey Limited edition Limited edition x Emily in Paris Limited edition MANAGEMENT REPORT ! 1
Slide 20: Management Report
1｜ MANAGEMENT REPORT Tom DALEY Mélanie LAURENT
Slide 21: Active portfolio management
Active portfolio management In line with our international development and premiumization strategy Local Strategic Wines Disposals Disposal of Minttu and MANAGEMENT REPORT Brands Disposals Transaction expected to close other local Nordic brands Clan Campbell in H2 of FY251 Closing expected to occur
Slide 22: Management Report
1｜ MANAGEMENT REPORT
Slide 23: The most comprehensive distribution network
Our competitive advantages THE MOST COMPREHENSIVE MANAGEMENT REPORT DISTRIBUTION NETWORK ! 1
Slide 24: The most comprehensive distribution network
The most comprehensive distibution network Brands In-house distributed in sales teams +160 60 COUNTRIES COUNTRIES MANAGEMENT REPORT ! 1
Slide 25: Winning culture
Our competitive advantages WINNING MANAGEMENT REPORT CULTURE ! 1
Slide 26: Management Report
1｜ MANAGEMENT REPORT
Slide 27: Our Values
Grounded Fiercely in the real authentic Our Values Passion Connected MANAGEMENT REPORT for challenge beyond borders ! 1
Slide 28: World's Best Companies recognition
WORLD'S Forbes BEST (Menard COMPANIES POWERED BY STATISTA statista%
Slide 29: Management Report
1｜ MANAGEMENT REPORT
Slide 30: Direct beneficiaries of Pernod Ricard's activities
Direct beneficiaries of Pernod Ricard’s activities In billion Euros – FY24 3.5 3,5 SUPPLIES 23% 23% 5.9 TAX E.g. Corporation tax, excise duty*, custom duties, VAT SERVICES SUPPLIES E.g. Purchasing of advertising and marketing services 38% €15 bn AGRICULTURAL, FOOD & DRINKS SUPPLIES E.g. Cereals and
Slide 31: Pernod Ricard's global economic footprint in FY24
Pernod Ricard’s global economic footprint in FY24 Jeremy LEONARD Managing Director, Oxford Economics Global Industry Service
Slide 32: Pernod Ricard's channels of impact
Pernod Ricard’s channels of impact CORE IMPACT DOWNSTREAM IMPACT INDIRECT IMPACT DIRECT IMPACT Pernod Ricard’s PERNOD downstream value chain RICARD’S TOTAL IMPACT Pernod Ricard’s Pernod Ricard’s supply chain on-site activities INDUCED IMPACT Employees spending MANAGEMENT REPORT ! 1 Source: Oxford Ec
Slide 33: Pernod Ricard's global economic impact
Pernod Ricard’s global economic impact Direct, Indirect, Induced and Downstream Impact € = €€€€€€ €33 billion contribution to global GDP 6.2 GDP multiplier which is equivalent to around one tenth of GDP in Paris For every €1 in GDP directly contributed by Pernod Ricard, a further €5.2 is supported 1
Slide 34: Pernod Ricard's impact in France
Pernod Ricard’s impact in France Pernod Ricard’s economic footprint, by measure of employment in particular, extends well beyond its direct impact... Pernod Ricard’s direct and total GDP Pernod Ricard’s direct and total employment impact in France, FY24 impact in France, FY24 1.9 19k €2.7 bn 22,000
Slide 35: From Grain to Glass
1｜ MANAGEMENT REPORT TO GLASS FROM GRAIN
Slide 36: For a sustainable and responsible growth
For a sustainable and responsible growth Noémie BAUER Chief Sustainability Officer 1｜ MANAGEMENT REPORT
Slide 37: 2030 Sustainability & Responsibility strategy progress
Our 2030 Sustainability & Responsibility strategy has enabled strong progress A robust governance A team of experts and a strongly committed network in our affiliates Important progress, with some commitments already reached DE GESTIONREPORT ! High recognition 1｜ MANAGEMENT RAPPORT ! 1
Slide 38: Nurturing our terroirs
Nurturing our terroirs Securing the supply of our natural ingredients and regenerating our terroirs of our wine regions are farmers supported, trained piloting regenerative and empowered to drive viticulture regenerative agriculture practices 1｜ MANAGEMENT REPORT of our main natural ingredients are
Slide 39: Valuing People
Valuing People Our campaign ‘Be The One’ raises awareness Fostering an environment where among employees on the importance of everyone throughout our value chain taking care of their and others health & safety. feels heard, valued and safe of women among reduction in lost time Top Management acciden
Slide 40: Circular Making
Circular Making Reducing our environmental impact by acting with our suppliers throughout our value chain of our packaging is reusable, reduction water consumption recyclable or compostable intensity since FY18 reduction in scopes reduction in scopes Reduction in scope 3 1 and 2 absolute 1,2 and 3 F
Slide 41: Responsible Hosting
Responsible Activation of the 'Drink More Water’ campaign during a festival in Hosting Portugal Promoting responsible consumption of alcohol by acting closer to our consumers people reached by the bottles with digital labels digital campaign 'Drink helping consumers make More Water' responsible choi
Slide 42: A long-term, sustainable and profitable growth
A LONG-TERM, SUSTAINABLE & PROFITABLE GROWTH 1｜ MANAGEMENT REPORT
Slide 43: Data and AI at the heart of our business
Data and AI at the heart of our business Granular 1 1 DEMAND segmentation 1 need moment consumer ANALYSIS to position each brand type CAREER MANAGEMENT & DEVELOPMENT MARKETING INVESTMENTS PROMOTION March- April % discount & PRICING SALES 1｜ MANAGEMENT REPORT FORCES 28 markets covering c.75% of Group
Slide 44: Global leader in drinks for in-house data and AI skills
Pernod Ricard global leader in the drinks industry in terms of bringing skills dedicated to data and AI in-house 0 10 20 30 40 50 60 70 80 90 100 Nike 100 Data Analytics General Mills Data Engineering 71 Data Science Procter & Gamble 66 Top French Pernod Ricard 54 Artificial Inteligence and European
Slide 45: Agile organization and management
Agile organization and management with long-established expertise in spirits An experienced Executive Committee leading our ambition Headquarters Agile 10 Management Operating entities Model 1｜ MANAGEMENT REPORT 7 Brand Companies
Slide 46: Enduring framework for sustainable value creation
Enduring framework for sustainable value creation +4% → +7% Mid-term AMBITION1 +4 to +7% Organic Net Sales Growth +10% (1)% +32bps +80bps +17% +52bps +50 to +60bps Organic Operating Margin expansion +6% 1｜ MANAGEMENT REPORT +10% +6% +213bps +72bps (10)% +4% +2% +2% +0% -131bps FY14 FY15 FY16 FY17 FY
Slide 47: Long-term value creation at the core of our strategy
Long-term value creation at the core of our strategy Recent performance in line with our spirits peers in a difficult context for the industry TSR Global Performance1 -25% TSR 1 year -31% 0% TSR 4 years -21% PERNOD RICARD 1｜ RAPPORT DE GESTION PANEL: BROWN FORMAN, CAMPARI, 77% DIAGEO, REMY COINTREAU
Slide 48: Committed to long-term shareholder value creation
Committed to long-term shareholder value creation CAGR increase of +8.5% since FY19 €/share 4.70 4.70 Proposed 4.12 dividend per share 3.12 3.12 4.70 1 2.66 € 1｜ MANAGEMENT REPORT FY19 FY20 FY21 FY22 FY23 FY24 1- Subject to shareholder approval
Slide 49: Club Premium
1｜ MANAGEMENT REPORT CLUB PREMIUM
Slide 50: Consolidated Financial Statements
2 Consolidated Financial Statements Hélène de TISSOT EVP Finance & IT
Slide 51: Executive Summary FY24
Executive Summary FY24 Robust performance in a normalizing spirits market FY 24 Organic Net Sales broadly stable (+1% excluding Russia) as strong performance in many mature and emerging markets offsets a still-normalizing US and challenging China. Sequential volume recovery throughout H2 in most mar
Slide 52: Financial performance overview
Financial performance overview NET SALES Organic -1% FREE €11,598m Reported -4% CASH-FLOW -33% €963m PRO Organic +1.5% GROUP SHARE €3,116m -7% OF NET PROFIT -35% 2｜ CONSOLIDATED FINANCIAL STATEMENTS Reported €1,476m Organic Operating Margin expansion of +80bps
Slide 53: Sales by Categories
Sales by Categories +11% +10% • Jameson continues its +8% international expansion +5% • Absolut in dynamic growth in Asia-RoW and Europe Wines • Strong momentum for Seagram's whiskies CONSOLIDATED FINANCIAL STATEMENTS in India (2)% (2)% (3)% • Scotch brands negatively impacted by US and China Strate
Slide 54: Summary Income Statement
Summary Income Δ 23 - 24 Statement € in millions FY24 Reported Organic SALES 11,598 (4)% (1)% Strong Gross Margin expansion led by pricing, Gross margin after logistic cost (GM) 6,975 (4)% +0,5% operational efficiencies GM / Sales (var. in bps) 60.1% +44 bps +108 bps and strict cost control Advertis
Slide 55: Group Share of Net Profit
Group Share of Net Profit € in millions FY24 Δ Reported PROFIT FROM RECURRING OPERATIONS (PRO) 3,116 (7)% Declining by 35%, impacted by Non-Recurring Expenses Non-recurring operating income and expenses (392) and an increase in Financial expenses OPERATING PROFIT 2,724 (17)% Financial income (expens
Slide 56: Strong balance sheet supporting a dynamic financial policy
Strong balance sheet supporting a dynamic financial policy Ratio Net Debt / EBITDA 2.7x 3.1x Financial Policy While maintaining (1,208) (46) (10,951) investment grade rating (10,273) +963 Investment in future organic growth, in particular (453) through Strategic Inventories and Capital Expenditure +
Slide 57: First Quarter FY25
3 First Quarter FY25
Slide 58: First Quarter FY25
First Quarter FY25 Organic Net Sales decline –5.9% with stable volumes Reported Net Sales –8.5% Our broad geographic breadth led us to deliver strong performances in a number of markets across the world, partially offsetting the net sales decline in two of our main markets. US sales decline of -10%,
Slide 59: Outlook
4 Outlook Alexandre RICARD Chairman & Chief Executive Officer
Slide 60: Outlook
Outlook Leveraging our diversified For FY25, we expect: portfolio and balanced footprint, we reiterate our confidence Full-year organic Net Sales in our medium-term1 financial back to growth with continuing framework of aiming for: volume recovery To sustain organic operating margin The upper end of
Slide 61: 50th Anniversary
50 ANNIVERSARY th 4｜ OUTLOOK
Slide 62: We Are
4｜ OUTLOOK WE ARE
Slide 63: Governance
5 Governance Patricia BARBIZET Lead Independent Director & Chair of the Nominations and Governance Committee
Slide 64: Boards of Directors & Committees
Boards of Directors & Committees GOVERNANCE ! 5
Slide 65: Board of Directors & Committees
Board of Directors & Committees Alexandre RICARD Patricia BARBIZET Chairman & CEO Lead Independent Director Independent Directors Virginie FAUVEL Ian GALLIENNE Max KOEUNE Anne LANGE Philippe PETITCOLIN Namita SHAH Kory SORENSON Directors César GIRON Patricia RICARD GIRON Veronica VARGAS Wolfgang COL
Slide 66: Diverse and complementary skills of the Board
Pernod Ricard’s diverse and complementary skills to meet the Group's challenges 56.4 61.5 % 53.8 % General Finance, Audit Corporate years independent women1 management & M&A Governance average age Directors1 & Strategy 9 members & Compliance 8 members 7 members 46.7 % 10 meetings CSR Innovation, Dig
Slide 67: A committed Board ensuring effective decision-making
A committed Board of Directors ensuring effective decision-making to meet the Group’s challenges This year, the Board notably discussed the following points: Group activity 97.95 % Group strategy and growth Group financial results Attendance rate Compensation policy of the Chairman & CEO Corporate G
Slide 68: Lead Independent Director Report
Lead Independent Director Report FY24 Activity Report During the financial year, the Lead Independent Met with our main investors to discuss the Company's governance Director has notably: and the resolutions submitted for vote at this General Meeting Chaired the executive session Ensured the prevent
Slide 69: Five dedicated Committees
Five dedicated Committees supporting the Board in its responsibilities NOMINATIONS AUDIT AND COMPENSATION STRATEGIC CSR COMMITTEE GOVERNANCE COMMITTEE COMMITTEE COMMITTEE COMMITTEE GOVERNANCE ! 5
Slide 70: An Audit Committee composed of financial experts
An Audit Committee composed of financial experts Independence rate(1) AUDIT COMMITTEE 75% Philippe PETITCOLIN Chair NOMINATIONS Attendance rate AND GOVERNANCE COMMITTEE COMPENSATION COMMITTEE 100% STRATEGIC COMMITTEE Wolfgang Max Kory GOVERNANCE COLBERG KOEUNE SORENSON CSR COMMITTEE ! 5 1- Excluding
Slide 71: Main activities of the Audit Committee in FY24
Overview of the main activities of the Audit Committee in FY24 AUDIT COMMITTEE Review of the Review of internal interim and annual control financial statements NOMINATIONS AND Monitoring of cash flow Examination of the internal audit reports GOVERNANCE and debt COMMITTEE COMPENSATION Review of the u
Slide 72: A Committee dedicated to Nominations and Governance
A Committee dedicated to Nominations and Governance Independence rate (1) AUDIT COMMITTEE 67% NOMINATIONS AND Patricia GOVERNANCE BARBIZET COMMITTEE Chair Attendance rate COMPENSATION COMMITTEE 100% STRATEGIC COMMITTEE GOVERNANCE Anne César CSR LANGE GIRON COMMITTEE ! 5 1- Excluding Directors repres
Slide 73: Committee's focus of the year
Committee's focus of the year AUDIT Review and Proposals to improve the COMMITTEE recommandations Board and Committees on Board operations NOMINATIONS and Committees’ AND composition GOVERNANCE COMMITTEE Improvement of the corporate governance Review of the Group information published in policies on
Slide 74: A Committee in charge of Compensation
A Committee in charge of Compensation Independence rate (1) AUDIT COMMITTEE 100% Kory NOMINATIONS AND GOVERNANCE SORENSON COMMITTEE Chair Attendance rate COMPENSATION COMMITTEE 100% STRATEGIC Patricia Ian Brice BARBIZET COMMITTEE GALLIENNE THOMMEN GOVERNANCE Director CSR representing the employees C
Slide 75: Compensation Committee main activities and analysis
Compensation Committee main activities and analysis AUDIT COMMITTEE In the context of the Chief Executive Officer’s mandate renewal, review of the comparable CEOs compensation approaches NOMINATIONS AND GOVERNANCE COMMITTEE and of the long-term incentives practices Chief Executive Officer's variable
Slide 76: A Strategic Committee created in 2015
A Strategic Committee created in 2015 AUDIT Independence rate (1) COMMITTEE NOMINATIONS 100% 67% AND GOVERNANCE COMMITTEE Alexandre RICARD Chair COMPENSATION COMMITTEE Attendance rate STRATEGIC COMMITTEE Anne Ian Patricia Philippe Virginie LANGE GALLIENNE RICARD PETITCOLIN FAUVEL 100% 96.5% GIRON Pe
Slide 77: Presentations delivered to the Strategic Committee in FY24
Targeted and diverse presentations delivered to the Committee in FY24 AUDIT COMMITTEE Discussions re medium/long-term NOMINATIONS AND consumer habits and key markets strategy review GOVERNANCE COMMITTEE Dedicated strategic day focused COMPENSATION COMMITTEE on climate change risks and opportunities
Slide 78: Since 2020, a Committee specialized in CSR issues
Since 2020, a Committee specialized in CSR issues AUDIT Independence rate (1) COMMITTEE NOMINATIONS 67% AND GOVERNANCE COMMITTEE Patricia COMPENSATION COMMITTEE BARBIZET Chair Attendance rate STRATEGIC COMMITTEE 100% CSR GOVERNANCE COMMITTEE Veronica Namita VARGAS SHAH ! 5 1- Excluding Directors rep
Slide 79: Points addressed by the CSR Committee during FY24
Points addressed by the Committee during FY24 AUDIT Focus on one of the pillars of the Group's COMMITTEE CSR strategy “Nurturing Terroir” NOMINATIONS AND GOVERNANCE COMMITTEE Presentation of the CSRD and the Group's COMPENSATION methodology COMMITTEE As from FY25, the CSR Committee and the STRATEGIC
Slide 80: Compensation of the Chairman & CEO
Compensation of The Chairman & CEO Kory SORENSON Independent Director & Chair of the Compensation Committee GOVERNANCE ! 5
Slide 81: Resolutions submitted for vote
2 Resolutions submitted for vote VOTE “EX POST” VOTE “EX ANTE” Approval of the fixed and variable Approval of the compensation policy components of the total compensation applicable to Alexandre Ricard, and benefits paid or awarded Chairman and CEO for FY24 to Alexandre Ricard, Chairman and CEO (10t
Slide 82: Compensation elements paid or awarded for FY24
Compensation elements paid or awarded for FY24 (“ex post” vote) FIXED COMPENSATION €1,250,000 €1,243,125 VARIABLE COMPENSATION i.e., 90.41% of the target (target 110% and max 180%) 8,620 Performance shares with internal performance conditions (3 years) PERFORMANCE SHARES 6,786 Performance shares wit
Slide 83: Compensation policy for the Chairman & CEO
Compensation policy for the Chairman & CEO (“ex ante” vote) FIXED COMPENSATION €1,325,000 Target: 110% – Max : 180% VARIABLE COMPENSATION (Financial criteria: target 80% / max 135% – Non-financial and qualitative criteria : target 30% / max 45%) LONG-TERM VARIABLE COMPENSATION Max: 100% of fixed and
Slide 84: Statutory Auditors' Report
6 Statutory Auditors’ Report Caroline Bruno-Diaz Partner KPMG S.A.
Slide 85: Statutory Auditors' reports on financial statements (1/2)
Statutory Auditors' reports on the consolidated and annual financial statements (1/2) Pages 285-288 and 312-314 of the Universal Registration Document Objective: Obtain reasonable assurance that the financial statements are free from material misstatements and that they give a true and fair view of
Slide 86: Statutory Auditors' reports on financial statements (2/2)
Statutory Auditors' reports on the consolidated and annual financial statements (2/2) Pages 285-288 and 312-314 of the Universal Registration Document No matters to report on the Group and parent company management reports and attestation of presence in the management report of the consolidated non-
Slide 87: Statutory Auditors' special report on regulated agreements
Statutory Auditors’ special report on regulated agreements Page 315 of the Universal Registration Document No new regulated agreement submitted to the approval of the Shareholders’ Meeting No regulated agreement previously approved by the Shareholders’ Meeting remained in force during the financial
Slide 88: Auditors' reports on the extraordinary Shareholders' Meeting
Statutory Auditors' reports regarding the extraordinary Shareholders’ Meeting Pages 328-329 of the Universal Registration Document We have issued the two following reports: - Statutory Auditors’ report on the authorization to grant free performance shares (existing or to be issued) to employees and
Slide 89: Presentation of the Resolutions
7 Presentation of the Resolutions Anne-Marie POLIQUIN EVP Legal and Compliance
Slide 90: 1st Resolution: parent company financial statements
Ordinary resolutions 1ST RESOLUTION Approval of the parent company financial statements for the financial year ended 30 June 2024 The purpose of this resolution is to approve the financial statements for the financial year ended 30 June 2024. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 91: 2nd Resolution: consolidated financial statements
Ordinary resolutions 2ND RESOLUTION Approval of the consolidated financial statements for the financial year ended 30 June 2024 The purpose of this resolution is to approve the consolidated financial statements for the financial year ended 30 June 2024. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 92: 3rd Resolution: allocation of net profit and dividend
Ordinary resolutions 3RD RESOLUTION Allocation of net profit for the financial year ended 30 June 2024 and setting of the dividend Resolution regarding the allocation of the result for the financial year ended 30 June 2024. 7｜ PRESENTATION OF THE RESOLUTIONS Proposed dividend: €4.70 per share.
Slide 93: 4th Resolution: renewal of Virginie Fauvel
Ordinary resolutions 4TH RESOLUTION Renewal of the directorship of Virginie Fauvel Renewal for a term of 4 years. Expertise of Virginie Fauvel: solid experience in technology and digital transformation. 7｜ PRESENTATION OF THE RESOLUTIONS Well-known member of the fintech community.
Slide 94: 5th Resolution: renewal of Alexandre Ricard
Ordinary resolutions 5TH RESOLUTION Renewal of the directorship of Alexandre Ricard Renewal for a term of 4 years. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 95: 6th Resolution: renewal of César Giron
Ordinary resolutions 6TH RESOLUTION Renewal of the directorship of César Giron Renewal for a term of 4 years. Expertise of César Giron: significant experience in industry and in-depth 7｜ PRESENTATION OF THE RESOLUTIONS knowledge of Group's key markets.
Slide 96: 7th Resolution: Deloitte as sustainability auditor
Ordinary resolutions 7TH RESOLUTION Appointment of Deloitte & Associés as Statutory Auditor in charge of certifying sustainability information Sustainability auditor appointed under the CSRD framework. 7｜ PRESENTATION OF THE RESOLUTIONS Term: 3 years.
Slide 97: 8th Resolution: KPMG as sustainability auditor
Ordinary resolutions 8TH RESOLUTION Appointment of KPMG S.A. as Statutory Auditor in charge of certifying sustainability information Sustainability auditor appointed in accordance with CSRD. 7｜ PRESENTATION OF THE RESOLUTIONS Term: 3 years.
Slide 98: 9th Resolution: CEO compensation for FY24
Ordinary resolutions 9TH RESOLUTION Approval of Alexandre Ricard's compensation for FY24 (“Ex Post” vote) Details of these components can be found in the Notice of Meeting, pages 24 to 27. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 99: 10th Resolution: CEO compensation policy
Ordinary resolutions 10TH RESOLUTION Approval of Alexandre Ricard's compensation policy (“Ex Ante” vote) Details on compensation policy can be found in the Notice of Meeting, pages 27 to 29. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 100: 11th Resolution: Corporate Officers' compensation
Ordinary resolutions 11TH RESOLUTION Approval of the information relating to each Corporate Officers' compensation (“Ex Post” vote) Details presented in the 2023-2024 URD, pages 83 to 85. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 101: 12th Resolution: Directors' compensation policy
Ordinary resolutions 12TH RESOLUTION Approval of the compensation policy applicable to Directors (“Ex Ante” vote) Compensation policy applicable to Directors for FY25. 7｜ PRESENTATION OF THE RESOLUTIONS Details presented in the 2023-2024 URD, page 85.
Slide 102: 13th Resolution: regulated agreements
Ordinary resolutions 13TH RESOLUTION Approval of the regulated agreements referred to in articles L.225-38 et seq. of the French Commercial code No regulated agreements were either concluded nor continued during FY24. 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 103: 14th Resolution: trading in the Company's shares
Ordinary resolutions 14TH RESOLUTION Authorisation to be granted to the Board of Directors to trade in the Company’s shares Period of validity: 18 months Maximum purchase price per share: €250 7｜ PRESENTATION OF THE RESOLUTIONS Maximum holding: 10% of the share capital
Slide 104: 15th Resolution: free shares with performance conditions
Extraordinary resolutions 15TH RESOLUTION Resolution relating to the grant of free shares with performance conditions Overall limit: 1.5% Sub-cap for Executive Corporate Officer: 0.08% 7｜ PRESENTATION OF THE RESOLUTIONS Performance conditions assessed over a 3-year period Period of validity: 38 mont
Slide 105: 16th Resolution: free shares for Group employees
Extraordinary resolutions 16TH RESOLUTION Resolution relating to the grant of free shares with no performance conditions to Group employees Overall limit: 0.5% of the share capital Period of validity: 38 months 7｜ PRESENTATION OF THE RESOLUTIONS
Slide 106: 17th Resolution: powers for legal formalities
Extraordinary resolutions 17TH RESOLUTION 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 that follow the decisions of the Shareholders’ 7｜ PRESENTATION OF THE RESOLUTIONS Meeting.
Slide 107: Questions from Shareholders
8 Questions from Shareholders
Slide 108: Vote on Resolutions
9 Vote on Resolutions
Slide 109: Vote: 1st Resolution
Ordinary resolutions 1ST RESOLUTION Approval of the parent company financial statements for the financial year ended 30 June 2024 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 110: Vote: 2nd Resolution
Ordinary resolutions 2ND RESOLUTION Approval of the consolidated financial statements for the financial year ended 30 June 2024 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 111: Vote: 3rd Resolution
Ordinary resolutions 3RD RESOLUTION Allocation of net profit for the financial year ended 30 June 2024 and setting of the dividend 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 112: Vote: 4th Resolution
Ordinary resolutions 4TH RESOLUTION Renewal of the directorship of Virginie Fauvel 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 113: Vote: 5th Resolution
Ordinary resolutions 5TH RESOLUTION Renewal of the directorship of Alexandre Ricard 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 114: Vote: 6th Resolution
Ordinary resolutions 6TH RESOLUTION Renewal of the directorship of César Giron 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 115: Vote: 7th Resolution
Ordinary resolutions 7TH RESOLUTION Appointment of Deloitte & Associés as Statutory Auditor in charge of certifying sustainability information 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 116: Vote: 8th Resolution
Ordinary resolutions 8TH RESOLUTION Appointment of KPMG S.A. as Statutory Auditor in charge of certifying sustainability information 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 117: Vote: 9th Resolution
Ordinary resolutions 9TH RESOLUTION Approval of the fixed and variable components of the total compensation and benefits paid during or awarded for FY24 to Alexandre Ricard, Chairman & CEO (“Ex Post”) 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 118: Vote: 10th Resolution
Ordinary resolutions 10TH RESOLUTION Approval of the compensation policy applicable to Alexandre Ricard, Chairman & CEO (“Ex Ante”) 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 119: Vote: 11th Resolution
Ordinary resolutions 11TH RESOLUTION Approval of the information referred to in Article L. 22-10-9 I of the French commercial code relating to the compensation of Corporate Officers (“Ex Post”) 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 120: Vote: 12th Resolution
Ordinary resolutions 12TH RESOLUTION Approval of the compensation policy applicable to Directors (“Ex Ante”) 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 121: Vote: 13th Resolution
Ordinary resolutions 13TH RESOLUTION Approval of the related-party agreements referred to in Articles L.225-38 et seq. of the French Commercial code 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 122: Vote: 14th Resolution
Ordinary resolutions 14TH RESOLUTION Authorisation for the Board of Directors to trade in the Company’s shares 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 123: Vote: 15th Resolution
Extraordinary resolutions 15TH RESOLUTION Authorisation to be granted to the Board of Directors to allocate performance shares, either existing or to be issued, free of charge, to employees and Executive Corporate Officers of the Company and Group companies, or certain categories thereof, which will
Slide 124: Vote: 16th Resolution
Extraordinary resolutions 16TH RESOLUTION Authorisation to be granted to the Board of Directors to allocate shares, either existing or to be issued, free of charge, to employees of the Group, or certain categories thereof, which will automatically result in the waiver by the shareholders of their pr
Slide 125: Vote: 17th Resolution
Extraordinary resolutions 17TH RESOLUTION Powers to carry out the required legal formalities 9｜ VOTE ON RESOLUTIONS CADRE RÉSERVÉ À LA SOCIÉTÉ GÉNÉRALE
Slide 126: Closing
Closing