____ 8. COMBINED SHAREHOLDERS’ MEETING
DRAFT RESOLUTIONS OF THE COMBINED SHAREHOLDERS’ MEETING ON 10 NOVEMBER 2021
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set and carry out all adjustments required to take into
Overall Limit of €134 million set in the aforementioned
15th resolution, it being specified (i) that to this limit of
€41 million will be added, where applicable, the nominal
amount of any shares that may be issued, in the event of
adjustments made to preserve, in accordance with law and
regulations and, where applicable, contractual stipulations
providing for other adjustments, the rights of holders of
securities granting access to the capital as well as of
recipients of stock options (both purchase and subscription
plans) or bonus shares, and (ii) that this limit of €41 million is
common to the 17th, 18th, 19th, 20th, 24th and 25th resolutions
hereafter and that the total nominal amount of the capital
increases carried out under these resolutions will be
deducted from this limit,
account the impact of the transactions on the Company’s
share capital, particularly in the event of the amendment of
the nominal value of the share, capital increase through the
capitalisation of reserves, free allocation of shares, stock
split or reverse stock split, distribution of reserves or of any
other assets, depreciation of the share capital, or any other
transaction concerning shareholders’ equity, and set the
terms under which, where applicable, the preservation of
the rights of holders of securities or rights granting access to
the capital will be assured, and
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generally, enter into any agreement, in particular, to
successfully complete the proposed issues of shares or
securities, take all measures and decisions and carry out all
formalities appropriate for the issue, listing and financial
servicing of the shares issued pursuant to this delegation of
authority and the exercise of the rights attached thereto, or
all formalities resulting from the capital increases carried out;
●
the maximum nominal amount of securities representing
debts granting access to the Company’s share capital may
not exceed the limit of €4 billion or the exchange value of
this amount, it being specified that this amount will be
deducted from the maximum overall nominal amount
of €12 billion set for securities representing debt securities,
by virtue of the aforementioned 15th resolution. This limit
of €4 billion is unrelated to and separate from the amount
of the securities representing debts granting the right to the
allocation of debt securities, and from the amount of the
debt securities, whose issue would be independently
decided or authorised by the Board of Directors
in accordance with article L. 228-40 of the French
Commercial Code;
●
decides that the Board of Directors may not take the decision
to use this delegation of authority as from the date at which a
third party files a takeover bid for the shares of the Company
unless it obtains prior authorisation from the Shareholders’
Meeting; this restriction shall remain in effect until the end of
the offer period;
●
sets the period of validity of this delegation of authority at
26 months as from the date of this Shareholders’ Meeting and
notes that as from such date, this delegation cancels the
delegation of authority granted by the Shareholders’ Meeting
of 8 November 2019 in its 13th resolution.
●
decides to cancel the shareholders’ Preferential Subscription
Right to the securities that are the subject of this resolution,
however, by granting the Board of Directors, in accordance
with article L. 22-10-51 of the French Commercial Code, the
option to confer on shareholders, for a period and according to
the terms that it will set in compliance with the applicable legal
and regulatory provisions and for all or part of the issue made,
a priority subscription period that does not create marketable
rights and which must be exercised in proportion to the
number of shares held by each shareholder and which may
potentially be supplemented by a subscription with a reducible
right;
SIXTEENTH RESOLUTION
____
Delegation of authority to be granted to the Board of Directors
to decide on a share capital increase for a maximum nominal
amount of €41 million (approximately 10% of the share capital),
through the issue of ordinary shares and/or securities granting
access to the Company’s share capital, with cancellation
of the Preferential Subscription Right, as part of an offer
to the public other than those referred to in 1° of Article L. 411-2
of the French Monetary and Financial Code
Having reviewed the report of the Board of Directors and the
special report of the Statutory Auditors, the Shareholders’
Meeting, deliberating in accordance with the quorum and
majority requirements for Extraordinary Shareholders’
Meetings, and in accordance with the provisions of
articles L. 225-127, L. 225-128, L. 225-129, L. 225-129-2, L. 22-10-51,
L. 225-135, L. 225-136, L. 22-10-52, L. 228-92 and L. 228-93 of the
French Commercial Code:
●
●
acknowledges, by virtue of this delegation of authority, that the
shareholders automatically waive their Preferential
Subscription Right to the shares to which the securities will
grant entitlement, in favour of the holders of securities issued
granting access to the Company’s share capital;
decides that, pursuant to article L. 22-10-52 of the French
Commercial Code:
●
the issue price of the shares issued directly will be at least
●
delegates authority to the Board of Directors, with the option
equal to the minimum amount provided for by the laws and
regulations in force at the time at which this delegation of
authority is used,
for it to delegate these powers in turn under the conditions
provided for by law, to decide on a capital increase, on one or
more occasions, on the French and/or foreign and/or
international market, in the proportion and at the times it
considers appropriate, by way of an offer to the public, either
in euros, or in any other currency or monetary unit drawn up
in reference to several currencies, by the issue, with
cancellation of the shareholders’ Preferential Subscription
Right, (i) of ordinary shares and/or (ii) securities against
payment or free of charge, governed by articles L. 225-149 et
seq. and L. 228-91 et seq. of the French Commercial Code,
granting access to the Company’s capital (whether new or
existing Company shares), it being specified that the
subscription of shares and other securities may be carried out
either in cash, or by offsetting receivables;
●
the issue price of the securities granting access to the capital
will be such that the sum immediately received by the
Company, increased, where applicable, by that likely to be
received subsequently by the Company, is, for each share
issued as a consequence of the issue of these securities, at
least equal to the minimum subscription price set out in the
previous paragraph,
●
decides that if the subscriptions have not absorbed the
entire issue of shares or securities, the Board of Directors
may use the different options provided for by law (or some
of them only), in the order that it will determine, including
offering the public all or part of the shares or the securities
not subscribed, on the French and/or foreign and/or
international market;
●
decides to set as follows the limits of the amounts of issues
authorised in the event of use of this delegation of authority by
the Board of Directors:
●
decides that the Board of Directors shall have full powers, with
the option for it to delegate these powers in turn within the
limits set by law, to implement this delegation of authority,
including to set the issue, subscription and payment
●
the maximum nominal amount of the capital increases likely
to be realised by virtue of this delegation of authority is set at
€41 million, with this amount being deducted from the
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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021
