2009 / 2008 Reference Document Reference Document Reference 2008/2009 A French Public Limited Company with share capital of €400,892,830.80 Head office: 12, Place des États-Unis – 75116 Paris, France Tel.: 33 (0)1 41 00 41 00 – Fax: 33 (0)1 41 00 41 41 582 041 943 RCS Paris PRESENTATION OF THE Inventory of marketable securities at 30 June 2009 146 PERNOD RICARD GROUP 3 1 Statutory Auditors’ R eport History and organisation 4 on the annual financial statements 147 Operation and strategy 7 Special Statutory Auditor’s Report on regulated agreements and commitments 148 CORPORATE GOVERNANCE AND INTERNAL CONTROL 15 2 COMBINED (ORDINARY Board of Directors of the Company 17 AND EXTRAORDINARY) Report of the Chairman of the Board 6 of Directors on the conditions governing SHAREHOLDERS’ MEETING 154 the preparation and organisation of the work performed by the Board 25 Agenda of the Combined (Ordinary and Extraordinary) Shareholders’ Meeting Report of the Chairman of the Board of 2 November 2009 156 of Directors on internal control and risk management 32 Presentation of the resolutions 157 Financial and accounting reporting 34 Draft resolutions 161 Statutory Auditors’ Report 35 Statutory Auditors’ Report on the reduction in share capital by cancellation of treasury shares 172 Statutory Auditors’ Report on the issue 3 MANAGEMENT REPORT 36 of shares and various securities Key figures from the consolidated financial granting access to the share capital statements for the year ended 30 June 2009 38 with maintenance or cancellation Analysis of business activity and results 39 of preferential subscription rights 173 Cash and capital 43 Statutory Auditors’ Report on the issue Outlook 44 of securities granting a right Human resources 45 to the allocation of debt securities 175 Risk factors 60 Statutory Auditors’ R eport on the issue Significant contracts 68 of stock options for the Company’s employees and M anagers and companies or economic interest groups affiliated to it as defined in article L. 225-180 ANNUAL CONSOLIDATED of the French Commercial Code 176 Statutory Auditors’ Report on the issue 4 FINANCIAL STATEMENTS 73 of share warrants in the event of a public Consolidated financial statements 74 offer on the Company’s shares 177 Annual c onsolidated income statement 74 Statutory Auditors’ Report on the issue Annual c onsolidated balance sheet 75 of shares or securities granting access Shareholders’ equity 77 to the share capital with cancellation Annual c onsolidated cash flow statement 79 of preferential subscription rights reserved Notes to the annual consolidated for members of employee savings plans 178 financial statements 80 Statutory Auditors’ R eport on the consolidated financial statements 120 ABOUT THE COMPANY 7 AND ITS SHARE CAPITAL 179 Information about Pernod Ricard 180 PERNOD RICARD SA Information about share capital 185 5 FINANCIAL STATEMENTS 122 Income statement 124 Balance sheet 125 ADDITIONAL INFORMATION Cash flow statement 127 8 ON THE REFERENCE Analysis of results 128 DOCUMENT 201 Notes to Parent Company financial statements 130 Earnings over the last five financial years 144 Persons responsible 202 This document was printed in France by an Imprim’Vert Dividends distributed during Documents available to the public 202 certifi ed printer on recyclable, chlorine-free and PEFC certifi ed paper the last five years 145 Reconciliation table 203 produced from sustainably managed forests. Reference Document 2008/2009 This reference document was fi led with the French Financial Markets Authority on 24 September 2009, in accordance with Article 212-13 of its General Regulation. It may be used in support of a fi nancial transaction if it is supplemented by a prospectus approved by the French Financial Markets Authority. 2 PERNOD RICARD I REFERENCE DOCUMENT 2008/2009 I PRESENTATION OF THE 1 PERNOD RICARD GROUP History and organisation 4 More than 30 years of continued growth 4 Highlights of the financial year 2008/2009 5 A decentralised business model 6 Operation and strategy 7 Main businesses (15 strategic brands) 7 Key markets (4 large geographical areas) 8 Competition 8 The issuer’s dependence on patents, licences and industrial agreements 8 Property, plants and equipment 8 Environmental management 11 Research and Development 14 I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 3 1 PRESENTATION OF THE PERNOD RICARD GROUP History and organisation History and organisation More than 30 years Consolidation and organisation In 1997, the Group added to its white spirits portfolio through the of continued growth acquisition of Larios gin, the No. 1 gin in Continental Europe. The company producing Larios at the time merged with Pernod Ricard’s local distributor, PRACSA, which had been well-established in the Creation of Pernod Ricard (hereinafter country since 1978. Pernod Ricard thereby acquired a prominent position in Spain, one of the world’s biggest markets, allowing it to referred to as “Pernod Ricard” or “the distribute both its international products and local brands such as Group”) and first international acquisitions Palacio de la Vega wines and Zoco Pacharan. Pernod Ricard was born in 1975 out of the link-up of two aniseed Following all these acquisitions, the Group embarked on a drinks specialists, Pernod SA and Ricard SA, long-time competitors reorganisation, aimed primarily at decentralising its activities. First on the French market. The Group, they formed was able to take of all, Pernod Ricard implemented regionalisation by giving each of advantage of new resources to develop its Distribution Networks and its 4 direct subsidiaries responsibility for one continent. The Group’s its brand portfolio ( Ricard, Pernod, Pastis 51, Suze, Dubonnet, etc.) in structure was then reorganised around Distribution Subsidiaries France and other countries. (with their own sales teams in local markets) and “Brand Owners” For its initial acquisitions, Pernod Ricard gave priority to one product, subsidiaries, (charged with overseeing production and global brand whisky, the most consumed spirit in the world, and one country, the strategy). These Brand Owners only distribute via the Group’s United States, the world’s biggest market for the whisky sector. This subsidiaries and do not generally have their own sales force. In this led to the acquisition by the new Group of Campbell Distillers, a Scotch way, Pernod Ricard was able to ensure global coherence of its brands, whisky producer in 1975, followed by Austin Nichols, the producer of while adapting its strategy to local market specificities. Wild Turkey American bourbon whiskey in 1981. The Group acquired Viuda de Romero tequila in Mexico at the end of 1999. Laying the foundations Over the period from 1999 to 2001, the Group consolidated its positions in Eastern Europe through the acquisition of Yerevan Brandy of the worldwide network Company (the Ararat brand of Armenian brandies), Wyborowa (Polish The Group continued its growth outside France with the start-up of vodka) and Jan Becher (Czech bitter). With Ararat to boost the Tamada operations in Asia, and more importantly, the creation of an extensive and Old Tbilisi Georgian wines, the Group was able to build a position dense Distribution Network in Europe. Over a period of ten years, the in Russia where most of this brand’s sales are made, while providing Group extended its coverage to all the countries of the 15-member Wyborowa with a platform for international development. European Union, establishing a strong brand presence: Pernod in the United Kingdom and Germany and Ricard in Spain and Belgium. A number of local acquisitions also helped to enhance the network’s Refocusing the business strategy portfolio (Ouzo Mini in Greece, Zoco liqueur in Spain, etc.). At the dawn of the new century, the Group doubled its size in the In 1985, Pernod Ricard acquired Ramazzotti, which had been producing Wines & Spirits segment via the joint purchase with Diageo of Amaro Ramazzotti, a well-known bitter, since 1815. This acquisition Seagram’s Wines and Spirits business. Pernod Ricard acquired 39.1% of brought with it an extensive sales and distribution structure in Italy. these business activities for an investment of $3.15 billion. This made the Group one of the top three global Wines & Spirits operators and The Group took over Irish Distillers, the main Irish whiskey producer consolidated its position in the Americas and Asia, while remaining and owner of the prestigious Jameson, Bushmills, Paddy and Powers the leader in Europe. 2002 also saw the successful integration of brands, in 1988. Jameson provided the Group with a high-potential 3,500 Seagram employees. brand to develop. Between the acquisition in 1988 and 2009, the brand has delivered average annual growth in sales volumes of nearly This helped the Group to hold key positions with regard to high- 10%, rising from 0.4 million cases to 2.7 million cases. quality whisky brands, such as Chivas Regal and The Glenlivet, a high quality cognac brand with Martell and, in the white spirits segment, In 1989, the Group extended its network to Australia by purchasing Seagram’s Gin. It also had leading local brands such as Montilla in Orlando Wines, Australia’s No. 2 wine producer. The company went on Brazil or Royal Stag in India. to form the Orlando Wyndham group with Wyndham Estate, in 1990. Jacob’s Creek has now become the most exported Australian wine As a result of this major acquisition, the Group decided to refocus brand, and a market leader in the United Kingdom, New Zealand, on its core business, and started to withdraw from the non-alcoholic Ireland, Scandinavia and Asia. beverage segment: between 2001 and 2002, the Group sold Orangina, which it had purchased in 1984, SIAS-MPA, the world leader in fruit Pernod Ricard and the Cuban company Cuba Ron created Havana Club preparations for yoghurts and dairy-based desserts, as well as BWG, a International in 1993.