Pernod Ricard SA (EPA:RI)
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AGM 2023

Nov 10, 2023

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Hello, everyone. Ladies, gentlemen, dear shareholders, I am very happy to be with you today for our traditional general assembly. Each meeting between us is obviously very unique and privileged, but in the difficult times that the world is going through, being together here as a family is even more important than usual. So thank you all for being here, and thank you for being so numerous. The present general assembly was convened according to the legal formalities, and no request for a resolution or an item on the agenda was formulated following the publication of the notice of the general assembly in the Legal Journal today. We have the present shareholders that are present and those not present. I declare this mixed general assembly open.

As president of the general assembly, I would like to create the bureau of the assembly. I'm asking Mrs. Patricia Ricard Giron, representative of the company, Paul Ricard, and Mr. Laurent Retsch, representing Groupe Bruxelles Lambert, to be the Auditors. I'm designating Mrs. Anne-Marie Poliquin, as secretary of the general assembly, will be present in the central bureau. Mrs. Patricia Barbizet, senior director, and Mrs. Hélène de Tissot, executive vice president, Finance and IT. The auditors will be represented by Mr. Marc de Villartay from Deloitte & Associés, and Mrs. Caroline Bruno-Diaz from KPMG. I also say that the provisional quorum is 83.75%, representing 211,390,847 shares, representing 9,058 shareholders. In the spirit of the law, the legal document in digital are made available digitally and are available. They are sent and made available for the shareholders.

The general assembly is declared regularly constituted, and you can deliberate on all of the resolutions that are featured on the agenda. I'd like to remind you that the general assembly is deliberating on the resolutions that are all featured in the notice of meeting that was delivered to you. In a few moments, I'm going to present our management report for the fiscal year 2022-2023. I will start by presenting the points on our financial aspect that Hélène de Tissot will explain in detail after that. Then I will talk about the strength and the singularity of the Pernod Ricard model. Then I will share with you how we intend to make our business sustainable by really focusing on what was always a commitment for our group, your group, of our corporate and social responsibility.

Lastly, I will share with you our forecast for the future and our ambitions. Before all of this, I would like to come back to this year, 2022, 2023, with a video. We saw a tremendous growth of all of our brands. Please launch the video. The relevance of our strategy can be, and of our choice, can be seen in the performance of our figures. I would qualify the financial performance for 2022, 2023 by calling it very solid in an international context, that is really highlighted with what I would call permacrisis. Internal growth of 10% of our sales and 11% of the PRO are translating by an internal growth of our profitability, which is our operational margin, by 32 basis points.

Because of this, I wanna thank the employees of Pernod Ricard, some are in the room, for these performances that are the result of their talent and of their commitment. These results are theirs. I also want to thank you, the shareholders, as well as the members of the board, for your support throughout the year. This result is also yours. Our sales are growing across all categories, and on this slide, you have six categories that are generating 85% of our growth. You have the details of the growth of the sales with the volume and the price effect mix by brand for the international strategic brand. These results are perfectly aligned with our strategy of diversification of our sources of growth. Here, we don't want to depend on one or two brands or a single segment.

This strategy is also the one we have from a geographic basis. As a reminder, our geographic profile is also very balanced. If I was to summarize it, it's one-third in the Americas, one-third in Europe, one-third in Asia, half in mature countries and the other half in emerging countries. Over the fiscal year that went by, all of the regions are growing, as you can see on the slide, and almost all of our countries are also growing. Lastly, we have won market shares in most of the countries. We never obtain a sustainable growth without a long-term strategy. If year after year, we are delivering our performance, if year after year, Pernod Ricard is further reinforcing its position in a highly competitive market, it is because we are relying on a model that is unique, powerful, and relevant.

This Pernod Ricard model relies on 3 levers, on which I want to spend a few moments. First of all, our brand portfolio. Next, our distribution network, and lastly, our company culture. These 3 levers, if we work hard on them, do more than just adding up. They are multiplying one another to contribute to the success of your group. First of all, our brands. They are the most comprehensive and the broadest portfolio in the market, in categories as in prices. In India, our bottles start at EUR 5, and we go close to EUR 1 million in some cases for some bottles. I've mentioned the 6 categories that today are supporting the growth of your group, but Pernod Ricard is 240 brands amongst the most desirable in our industry, from spirits to the alternatives to alcohol, going through ready-to-drink formats.

Lastly, our portfolio, and this is something that we wanted, is more and more premium. It is a portfolio that really leans into the less but better, less volume, more value. In 2022-2023, our premium brands are already contributing 80% of our growth, and at the top of our segment, our prestige brands are seeing their growth increase by 15%. To bring a little bit of humor in this general assembly, allow me to bring you into the universe of the Jameson whiskey with our very latest campaign that has been shared since last Wednesday, so since as of two days in the US. Video, please.

Speaker 18

Jameson, the smooth whiskey, from a famously big family, so big that Jose here could be one of us. You see, he's nearly as smooth as our whiskey. For him, wrong turns usually turn out all right. Even when he shows up uninvited, he's never empty-handed, and he only ever drinks smooth Jameson whiskey. Surely, he must be part of the family. Must be a Jameson.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Alors, notre portefeuille de marque est, our brand portfolio is alive, and it is part of a strategy that we call the dynamic management of our portfolio. Every year, we improve it. We have actually made 30 acquisitions and about 15 divestments since 2016. 2022, 2023 was the most active in 10 years in order to meet a dual strategic stake. Number one, to reinforce our exposure to the U.S. market, which is the first global market in value, and number two, reinforce our presence on the most dynamic categories. You can see on the screen, we have, in the U.S., consolidated our partnership with the Sovereign Brands company, and you can see the brands on your screen.

There is the Bumbu Rum , its sparkling wine, Luc Belaire, that is actually being very successful, and the latest baby of Sovereign, the whiskey, the peated whiskey, The Deacon, that was able to rely on our unequaled expertise in terms of whiskey. On the tequila segment, we have acquired the Codigo brand, and on the whiskey side, we are further reinforcing ourselves on, flavored whiskey, which, which are a segment that has experienced the greatest growth, especially in the U.S. You will see the specificity of the Skrewball brand, which offers a whiskey that is flavored with peanut butter. Again, this is for the U.S. market. Let us be very clear here. But it's not that bad. I like it. In Canada, with the same logic, we have purchased the ready-to-drink cocktail, Ace.

The ready-to-drink segment is currently the category with the strongest growth in the North American market. It has a benefit of the cocktail culture and premiumization, the ultra-practical aspect, and the increase of at-home leisure. Again, it is the most dynamic segment in the US. The second segment is tequila. The third segment that is the most dynamic is the US whiskey, specifically bourbon. I'd like to remind you that we had acquired the Jefferson's brand, and the fourth most dynamic segment is flavored whiskeys. So when I say that our brand portfolio is alive, it's because we are never stopping to explore new frontiers and new ways of being convivial together. I'm thinking about ready-to-drink in a recent partnership with Coca-Cola to launch Absolut Sprite.

On stage as well, you have the infamous Twist & Mix by Glenlivet that we have just launched. You no longer need to be an experienced barman to have a perfect cocktail at home. All you need to do is turn the cork of the bottle to free the right aroma in the right quantity. We're also meeting a growing demand for alternatives to alcohol. Not wanting alcohol should no longer be lived as an exclusion. This is why we have launched in Spain, the Seagram's Zero Gin, before launching in a few weeks, the Beefeater Gin Zero. But it's never easy. We have needed several years of research and development and investments to get to a quality result while retaining the style and the spirit of Beefeater.

Finally, for Absolut, which is always very avant-garde, we are using a brand-new sponsor in China, so it is Raya, which is a virtual sponsor. It's in the virtual world. It's cheaper than in real life, and it is very successful on social brands, and because of this, the Absolut Nights world of cocktail in China was seen more than 425 million times. I also want to salute four new ambassadors that have met the company, Pernod Ricard, by accepting to represent some of our brands. In their latest campaign on biodiversity, Perrier-Jouët Champagne is having as an ambassador, Mélanie Laurent. For the Martell Cognac, it is Eddie Peng, the actor who was chosen to represent the house in China. He is the latest generation of Asian action movies that are international.

You also have Lisa for the Scotch Chivas 18 Years, with a lot of followers on Instagram, and for our coffee liqueur, Kahlúa, we have collaborated with the Mexican actress, Salma Hayek. I want to recognize here the incredible capacity of our teams to bring to the forefront the cultural identity of our brands through local activations that are extremely powerful. Thank you also to all of our ambassadors that allow us to feed into the desirability of our brands, behind which we invest quite a lot. We invest a lot because our long-term success really relies on sustained investments over time to develop the capital from our brands. Because of this, the ratio between the expense and advertising over sales remains constant at 16%, which is about EUR 2 billion invested in our brands over the past fiscal year.

We're also investing in CapEx in order to meet the growth of our products. We are in an industry that requires significant investments to modernize, but also, very importantly, to decarbonize our production tools. Other specificity of our industry, we are aging our brown alcohol, starting with whiskey. I would like to take this opportunity to bring you to Scotland, Ireland, in the US, and even in China through this video. That always gives me shivers when I see this video and when I go there. Distillation is an art and an expertise that is being shared from generation to generation, and it's just magnificent. It is what we call our production tool. So I've mentioned our brand portfolio across all of its dimensions. The second strength of Pernod Ricard is its distribution network.

With a presence in more than 160 countries, and a direct presence of our sales team in about 75 countries, we have no peers across our industry. This network, we have built it patiently over time, with balanced exposure to mature and emerging markets, as I've said earlier. This is a very, very precious legacy that gives us a position of leaders of the industry in India and China, and in travel retail, for instance, without forgetting, of course, the United States, where we continue to grow, as I've explained a few minutes ago. We are further enriching this legacy with new channels of distribution through B2C platforms, like The Whisky Exchange, which is specialized in the distribution of rare and premium spirits. Distributing, listening as well.

More than a simple selling tool, this network allows us to listen to our consumers, to understand our customers, and to really manage to catch the pulse of the world and hear what the expectation is. It's this mixture of power on the markets and capacity to understand the era that allows us to develop spirits brand throughout the world. I would like you to discover the example of Lillet, which is a Bordeaux brand that joined us in 2008, and which has had a sales volume that has been multiplied by 20 since then. Please launch the video. I hope that this video will have made you want to sample some Lillet. We will have a specific surprise for you upon exiting this general assembly.

Portfolio of brands and distribution network, these two assets would be nothing without the people who make them come to life on a daily basis. The employees of Pernod Ricard are the soul of our group. Our culture of conviviality is both what holds us together and what sets us apart, what makes us, and what makes us unique. We are a company that has used a long duration of time as a barometer, and that aims, as Patrick was saying, the creation of value over time with employees that are fully committed. If there's something that I'm proud of, it's that our employees are feeling home with us. We are regularly checking in on their level of engagement. That is really, well beyond the standards of the sector.

For the third year, we are now featured among the world's best employers by Forbes, and it's an opportunity for me to thank everybody for their commitment and to say just how grateful I am. I would like to illustrate this and see a few of them in a video. Can you please launch the video?

Speaker 18

Who are we? You and I, they, she, and he. One team, united beyond what we do. One team, bonded together by a common purpose. You and I in this world, sharing one passion, one ambition. You and I in this world. The definition, conviviality. The irresistible energy of emotional synergy. Can't you see? That is the definition of conviviality. Living together with our passion and vision in our mission. The very definition of conviviality. You and I, in this world.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

I mentioned our model, and now I would like to share with you how we are seeing the future of your group. First of all, by mentioning what was always, for the group, a commitment, our corporate social responsibility. As you know, sustainable development and corporate social responsibility for the group are anchored in the history of Pernod Ricard. All of our products draw their nature from the terroir in which they were born. We have formalized our CSR roadmap, which is preserving in order to share in 2019, itself aligned with the sustainable development goals adopted by the United Nations with the same horizon, which is 2030. First of all, we are acting with strength to protect and preserve our territories. More than 120 ingredients are composing our products from 350 terroirs throughout the world.

To preserve these aspects, we are banking on the transformation of our practices to regenerative agriculture. Those of you who took part in our previous general shareholders meeting will remember the detailed presentation that we made of this. We want to reintegrate nature into the agricultural landscape, lowering climate change, resolving the loss of biodiversity, and improving the living conditions of agricultural communities. We've already deployed regenerative agriculture in seven of our eight wine territories throughout the world, and we are already sharing our new expertise with our partner, farmers throughout the world. The effects of our choice are already positive for the soil, which is more fertile, richer, more resistant to climate events, and biodiversity is reinforced as carbon emissions are lowered. We also want to create values, value for humans.

This year, we have a parity in terms of wages between men and women with the same profile at the level of the world. Our board and our directive, our executive committee, are balanced in terms of gender, and we continue to accelerate the hiring of women across our management teams. To be responsible, our status as leaders of the industry is giving us a specific responsibility, that of fighting abuse, that of fighting the toxic consumption of alcohol. You can see here an illustration of our campaign, Drink More Water, which has impacted more than 400 million people online and more than 9 million people in festivals and in bars. Another stakeholder that has a growing significance and influence is bartenders.

This year, we have exceeded our objective to train more than 10,000 bartenders to sustainable and responsible practices behind the bar through our program, The Bar World of Tomorrow. Lastly, I want to finish with a pillar on circular economy. It is the same objective as for regenerative agriculture: to protect and preserve resources while reducing carbon emission, water consumption, and the generation of waste. The first results are there. At the level of the Pernod Ricard group, we have reduced our carbon emissions by 12%, the ones that depend directly on our activities, which are scopes 1 and 2, since 2017, 2018, which is our reference year.

We have also invited 130 professionals, including competitors, to visit, a few days ago, our low-carbon facilities on our site in Glentauchers in Scotland, and it is the photo that you can see on the slide. The fight against climate change is first and foremost a fight for across our industry, and Pernod Ricard is doing its share as a leader. I would like now to focus on the efforts of our group in terms of packaging. Today, we are pioneer in packaging with a cross-functional task force between Sweden, Scotland, Ireland, Paris, and our other main sites around the future of packaging, who with the licenses, prototypes, and that are deployed on the global scale. You have seen on this stage behind us, there are a few of these packaging innovations that are presented.

In this matter, we are following five very simple principles. One, rethinking. It is about thinking without any taboos. The bottle of tomorrow or the Absolut Vodka made of paper, this is a it required several years of R&D, or the glass bottle for the Royal Salute Whisky will, which will substitute ceramic with 70% of the decrease of our carbon emissions à la clé . Reducing, it is the end of secondary packaging for a number of our bottles. In India, for example, on all the whisky, for Indian whiskies in our portfolio or, other categories of Chivas Brothers, we faced, criticism. People said, "Okay, they're reducing secondary, packaging, but they're, increasing the price and reducing, the margin."

So it is not made to be more expensive, but I'd like to say we need to make what is sustainable more economic, and we can accelerate the transition. Reuse, then, in partnership with the start-up ecoSPIRITS, we are developing ecoTOTES . I think you have, two here, that help deliver bulk spirits onto bars and restaurants. At the key, savings in, raw materials, weight, and reducing our carbon emissions and waste. Fourth, respecting or respect. We are fighting against the plastic packages, for example, as this Beefeater bottle, retrieving plastics for the top and the label at a nd the objective will be less than 410 tonnes of plastic per year saved. Recycling, then.

O ur carbon footprint does not stop at the purchasing of a bottle, but we support financially the development of recycling infrastructures for glass on our main markets, as namely in the United States. You can see, by the way, this Absolut bottle, which was produced with 56% of recycled glass. The circularity is a reality of every day at Pernod Ricard. It is also a formidable opportunity to open up to a whole ecosystem of start-ups that embody the avant-garde in these areas. I suggest to listen to the founder of one of them, called Circul'R, Jules Coignard. The floor is yours.

Jules Coignard
Co-founder, Circul’R

Hello, everyone. I would like to thank Alexandre Ricard and his teams for the invitation. I'm delighted to be with you to talk about circular economy. My name is Jules Coignard, and I'm a French entrepreneur, passionate with circular economy. I discovered the concept 10 years ago, when I worked with Airbus in Mexico. I decided, with Raphaël Masvigner , to leave the group and to dedicate to circular economy, to really look at what's done around the world and create a company, which I did seven years ago, to support great companies, public collectivities. We work with the Pernod Ricard as half of the CAC 40 companies today. I would like first to start my speech by showing you an image. What you see on your screen is Lake Retba, that we visited in Senegal.

As you can see, it's no longer a lake, but it's one of the open wastelands in open air, and I think this is very representative of our world today. We say it's a linear economy, while we extract resources, and then we throw them away. So this, there are many issues. It means there are risks in the no longer having any supply. There are impacts, social, economic, environmental, and we create value in the upstream phase, but then we lose it very suddenly after usage. So circular economy will suggest to rethink this model by creating added value upstream, by trying to make last the usage phase as long as possible, and to reuse so that there's no end of life. So this will have advantages for the environment.

This was mentioned by Alexandre Ricard for CO2, biodiversity, water, but also an economic advantage, because we will use what already exists and what is on the market. Ten years ago, it was a concept that was confidential. Today, we hear about it more often, and for four main reasons. The first, the risks in supply. When we implement circularity, the resource is in the circle, and thus, it's more dependent less dependent on raw materials, and the chain, that supply, is more resilient. This is what we have seen for two years now. Then, legislation on the European level and the French level. There were many countries in the world who are working on the topic. We have the consumers as well, that are turning more and more towards sustainable brands and talents.

We have realized that these topics of the environment can attract the good talents and retain them within the groups. Now, I'm going to talk very briefly of what we do at with Pernod Ricard. We act upon several levels. There are different initiatives that I wanted to zoom on, the reuse. This is really topical today for packaging in France and Europe. There's the AGEC law that asks groups to increase their part of reuse up to 10% in 2027. We also have a fund for the, for eco, EUR 54 million that was created this year, and it is really time to position ourselves on these fields. What do we do? We take a bottle. A bottle can be brought back to the store, and then it's cleaned and it's reused.

So this has a great number of benefits for the environment, as you know, and it is good for the value chain. It has economic advantages as well. It's not as complicated as it seems. You just need to create a network. So it is a big question on the European and level. We have been working for a year with Pernod Ricard to test, but also to see how the consumers will receive this, and to see how we can develop these reuse systems on the French market. When we talk about transition, circularity, we need new skills and competencies. We need to raise awareness also extensively to the themes. And to have circular economy, we need skills to evolve.

We cannot design in the same way, marketing cannot be done in the same way, and HR is different as well. So we need to raise awareness and make these skills and competencies evolve. This is what we have done with some people at Pernod Ricard, and this will be highlighted in all of the groups in the economic world. Finally, I'd like to close with this: I think that if there's one thing I have learned in the 10 years I spent in circular economy, is to have it, we need ecosystems, we need collaboration. To have a circular economy, I need my suppliers, some my clients, competitors at times, and it is through this that we can make it profitable from an environmental and economic standpoint.

Pernod Ricard has chosen to join two of our coalitions, the Club Circul'R so that we launched the, w e have a measure of circularity to align the key KPIs, to measure circularity, and help answer to what exists, and to prove the interest of the business of this circularity. Then I'd like to close on this, I believe that the whole objective to move towards circular economy is at the height of the challenges for our society. I think it's also a huge place for opportunities. A lot of things need to be recreated and to invent. This calls to a lot of great creativity to all economic groups on different level. To conclude, the pioneers in circular economy today will be the leaders tomorrow. Thank you very much for listening.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you very much, Jules, for shedding light on circular economy. A model, a solid model, a roadmap. That is CSR roadmap that is clear, concrete. We are trustful that we have the ability to generate, in the next 10 years, a growth that is profitable and sustainable for the profit of all our stakeholders. If Pernod Ricard was able to take advantage in the last years of a favorable economic context, I'd like today to assure you that we still have the same weapons to pursue our path in this growth, even though the times have accumulated crisis. In this context, we can qualify it as a permacrisis. In a general manner, the outlooks for our market remain very favorable for the midterm, medium term. I'd like to come back on three elements that have come from these outlooks.

First element, the momentum on spirits. In 2022, compared to 2015, the spirits have become the Category I in value among all of the alcoholic beverages, before beer, moving from 35% total to 41% in 2022. Second element, if the volumes for spirits are declining on the global level in a structural manner, the premium brands and international spirits, precisely the segment in which we operate, are making progress, and thus, in a very structural manner as well. It is this premiumization phenomenon, we drink less but better. And finally, a third element, we observe the resilience and value of the spirits category. As you can see, between 2019 and 2022, the value, the market value of spirits has gone up by 15%. Our sector is also taking advantage of the favorable demography.

Populations are growing, and, to the number, and thus, the number of people in age to consume alcoholic beverages, it's +1.3% per year. In China, where we are leaders, if the global Chinese population is declining, the highest class with most money is growing by 7 million people every year, as the, middle class, by twenty, +20 million people per year, and this is the segment on which we are operating. These populations, consume more and more Western spirits, cognac and whiskey, ahead. Finally, in India, the age, the population in age of consuming alcohol is increasing by 20 million per year, and this is also a very positive factor for our group, which is also a leader on this market.

The ambition of the group for the next 10 years is very clear: generating a profitable and sustainable growth for all stakeholders. First of all, our organization is agile and enables us to fully take advantage of the global market evolution in wines and spirits. Our portfolio, as you have seen, our distribution strategy, our network, our company culture, and our teams that are so committed, are as many advantages to succeed and create value in all of our activities. We have, to do so, implemented a growth model that is very singular, that is unique, in order to overperform the market.

At the level of our or concerning the core of our activity, we want to highlight three axes: accelerating or ramping up our prestige brands; improving the marketing efficiency and commercial efficiency of our portfolio, number two; and finally, strengthening our efficiency in terms of prices and promotional offers. Beyond the core activity, in order to look at the long term, to widen our horizon for our growth, we are exploring new e-experiences and services, new roads to touch consumers, and new product categories, as alcohol alternatives or the ready drinks that I mentioned before. By betting on the use of the data and new technologies, it represents a major competitive advantage for your group.

The objective is to reach the precision at a very high scale, to be even more able to understand our consumers' preferences and our clients' preferences, and to answer to their needs very acutely, precisely. It is about offering the good brand or the good experience to the good consumer, at the right time, at the right moment, and in the right place, and at the right price. Let me quickly show you how, through four programs fed by millions of data and the power of AI, we are able to optimize the efficiency of our brand portfolio, our marketing shares, and commercial shares. The first idea is to know, to know who wants or desires our brands, who are our consumers, and what are their needs?

Thanks to our Maestria program, we are collecting and analyzing market data, and we are mapping them when they are consumed with very high precision. We can determine the value of these moments when they're for the consumption. Then, we determine for each brand, the most relevant consumer segment, the channel of distribution that is more relevant as well, bar, restaurant, supermarkets, the best strategy for the activation, and even the best consumption strategy, which we call the perfect serve. Then, the different algorithms that we have developed ourselves and that we want to continue to enrich as time goes by that help us optimize our marketing investments, to optimize our promotions and our commercial activations at a very high scale with a maximum of impact.

All of this transformation that has started now a few years ago has logically led us to have the organization change in order to adapt, as it was always the case at Pernod Ricard. We removed the regions. We moved from 22 geographical areas to 10 geographical areas that are more, have more responsibility, and now we have six brand companies. Despite the growing complexity of our environment, we are benefiting from a unique positioning and precious competitive advantages that give us all the trust in our capability to free our potential and overperform the market. In this transformation, we highlight first highlighted the dynamics of the turnover, then the progressive increase of profitability. We always talked about what we would do, and we always did what we said we would do.

I remain confident in the possibility for the group to reach the objectives for the medium term, and internal growth of the revenue at the highest part of the 4%-7% for the medium term, an expansion of operational margins, 50-60 base points. All of this to create value for all of our stakeholders, shareholders. The value creation for shareholders, it's still present here again this year. We will offer, in a few minutes, to vote for a level of dividends that has never been seen, EUR 4 per share, a historical high. In ten years, the share has almost doubled. It's overperformed the CAC 40 and the industry-sectorial indexes of reference between 1 July 2014, and 25 October 2023.

Before closing this management report, I'd like to pay homage to our Premium Club for shareholders at Pernod Ricard. I had the pleasure to meet several of you during the year, and I would suggest to watch a short video now. Very young, I was surrounded by Pernod Ricard, and this is why I wanted to buy shares from Pernod Ricard. I am part of the Premium Club for many years now. I think that it is very pleasant to have these breakfasts and other meetings. I find these meetings are very positive. It's very human and very pleasant. I was part of other clubs, but given the strength of Pernod Ricard, I wanted to know more and take part, and to have great opportunities to visit sites, cultural visits. It's very interesting what we are offered.

Jules Coignard
Co-founder, Circul’R

Alexandre Ricard is extremely accessible. We can talk to him easily. He is really in the full line of his family. He is someone who is very generous. We can talk to him, he's modest, and I think this is quite rare. He is a person who has a vision, a strategy. He can see the future. He put all of his knowledge at our service, and this is a really advantage for Pernod Ricard. It's really great to start the day with important themes, AI, brand acquisition, talk about financial results, dividend. We can talk about a number of topics. It's a company in which I believe in, and that I was never disappointed in. I would say what represents Pernod Ricard, besides conviviality, I would say the vision, seeing far ahead in the future.

This is Pernod, an environment that is on the ground. We love people. We even like shareholders, who are treated as collaborators, and we are ambitious, and we look towards the future. Ladies and gentlemen, as you will have understood, I am optimistic in terms of our ability to deliver a sustained growth for the next years. Continue to remunerate our shareholders at the height of their commitment. I am, because we have solid basis, a portfolio of brands, a network of distribution, a corporate culture, a soul that is like no other, that strengthens our digital leadership. I am also, and foremost, because never our vision, created everywhere, creating conviviality or friendliness, has never been so relevant. We are evolving in times where there's a tendency to close in, and exclusion has never been so strong.

Closing in vis-à-vis other nations, vis-à-vis others, that produce polarization or divide. Solitude also, that touches more and more women and men everywhere around the world. For Abbé Pierre , known as a man that gathered people, that the biopic was just released last Wednesday, two days ago, the film, so this is what I'm mentioning it. Hell isn't others, hell is oneself divided or separated from others. I'm proud to be at the head of a company that, on the opposite, works on meeting, is in favor of dialogue, of mixing people, in storing a little friendliness and conviviality when often everything becomes a conflict, a confrontation, and source of tension. At Pernod Ricard, we do not try to be more than what we are, a company with its imperatives to perform for financial performance and extra financial performance.

We are designers or creators of conviviality, and we are very proud of it, because a little more every year, conviviality is a commitment. I would like to thank you, and before giving the floor to Hélène de Tissot, I suggest to see an advertisement. Thank you.

Speaker 18

It all starts with a flower. Fill your world with wonder .

Hélène de Tissot
EVP of Finance and IT, Pernod Ricard

As I said before, Pernod Ricard is after Pernod. It's very complicated to continue, but I would like now to present the consolidated accounts for year 2022-2023. We have achieved a very good performance in an environment that is normalizing. This performance is translated by a balanced growth that is of diversified sales in all regions and categories, thanks to our premium portfolio of brands. Despite a strong inflation, we have been able to maintain the margin and increase the operational margin by +32 points. We are pursuing our investments in the desirability of our brands and the future growth, with record levels of investments for A&P and CapEx and strategic stocks . The portfolio management was very active also, base primarily, with a priority on premium brands and Codigo and Skrewball.

Finally, we are creating value on the long term for our shareholders, with excellent return to shareholders, with the dividends reinvested, TSR +14% for 2022-2023 fiscal year. We also announced a buyback program for actions, EUR 500 million-EUR 800 million for 2023-2024, and this has already been done during the first quarter. Let's come back to our key figures. Our turnover, EUR 12.137 billion, +13% reported and +10% organic. With the appreciation of the American dollar compared to the euro, as so PRO +11% organic and +11% reported as well. After taxes, EUR 2.340 billion +10%. The net result, EUR 2.262 billion, +13%, a strong progress due to the increase of the results. The free cash flow, EUR 1,431 million, helps accelerate CapExes and strategic investments.

Let's now move to our turnover per region. The turnover is growing in all of the region, with a price effect that is important and a resilience of volumes. Americas, the Americas, +2% for the fiscal year, with a moderate growth in North America, with a stable turnover in the, in the United States and +2% growth. The activity is very dynamic in LatAm, pulled by Mexico. Asia and the rest of the world are growing strongly, +17%, pulled by India, mainly the rebound of travel retail, Turkey and China. The performances in Japan, South Korea and Southeast Asia are also very robust. The growth in Europe is also very robust, +8%, with a strong price effect, pulled by Spain, Germany and rebound of travel retail.

As for the turnover per categories, our spirits categories have experienced strong growth. We see the international strategic growth, excellent growth, +11%, pulled by Scotch and Martell, Jameson and Absolut. Our strategic local brands are growing strongly, +10%, pulled by Seagram's in India and Tequila Olmeca. Our specialty brands are still very dynamic, +8%, pulled by Lillet, Aberlour, Spot Whiskeys . The performance in wine is more mitigated, with only 2%, in the United States and North America. I would now suggest to review our results. Our +10% internal growth. We talked about the growth, growth margin, +10% turnover. Thanks to our portfolio of premium brands, our initiatives for revenue growth management and initiatives of operational efficiency. The spend for promotion is growing by 11%, with a dynamic allocation between brands, markets and distribution channels.

The ratio of expenses over the sales is 16%. The structural costs are showing a strong discipline and targeted investments. Consequently, the PRO is showing growth of 11%, so 27.6%, which is growing. It is a decrease of 68 basis points for the reported, because of a change of EUR 70 million. Let us now move to the net income group share. I've mentioned the PRO. It is growing by 10%. The financial fees are reflecting a context of interest rates that are much higher. Our average cost of debt is 2.6%, as opposed to 2.3% last year, which was our historical low. The net income share group is growing by 13%.

Let us now look at the evolution of our net debt, and the net debt to EBITDA ratio is now 2.7 times, because of the increase of the net debt, which is now EUR 10.273 billion, with a free cash flow of EUR 1.43 million. That has helped us to increase our investments in CapEx and our strategic, and to finance our M&A over the year, with the payment of dividend for EUR 20 billion and a share buyback for EUR 950 million. T he net debt increase have more technical effects, like a favorable foreign exchange that has done with the improvement of the US dollar. Let us now look at the accounts of Pernod Ricard SA. The net income is beneficial, with EUR 184 million more than the previous year, with an increase of the dividends intragroup.

We would like now you to approve the distribution of a dividend of EUR 4.70 per share, in line with the policy of distribution of about 50%. This corresponds to an increase of the dividend of 14% compared to the previous year, and an annual increase of 23% since 2021, 2022. We have also announced a new program of buyback between EUR 500 million and EUR 800 million. As mentioned previously, we've already done a first tranche over the first quarter. These are the two first quarters. Allow me to come back to the sales for the first quarter of 2023, 2024 that we've shared a few weeks ago. For this first quarter, our sales are slightly decreasing by -2% on a high comparison base.

We had grown by 11% at the same time last year. -2% of internal growth with a strong mix of price. It is -8% reported because of the exchange rate. The sales in the U.S. are decreasing by 8%, reflecting the adjustment of the inventory of the stocks with the retailers because of a normalization of the spirits market. The trends are better than the sales because of the technical effects that I've mentioned. The sales are also decreasing by 8% in China on an unfavorable base of comparison, but it is, however, showing improvement throughout September and the beginning of October.

Because of a diversified geographic presence, the results in China and in the United States were compensated by a very dynamic performance throughout Asia, a modest growth in India, Europe that is resilient, a stability of travel retail with a phasing of the shipments, and high basis for comparison in Europe. The price mix effect is significant by 6%, and this reflects the price increase of the last year across markets and brand. Thank you for your attention, and I am giving the floor back to Alexandre for the forecast of the year.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you, Hélène, for the forecast of the year. In a context that is going to remain quite complex, we're anticipating a growth of the diversified sales with a perspective for the US and China, and a strong growth that we can expect in travel retail and in India. A decrease of the inflationary pressure, a priority of our initiatives in terms of revenue growth management and operational efficiency. A expense ratio for advertising over sales that is stable around 16%, optimized dynamically with our new digital tools. Disciplined investments in terms of structural cost and internal growth of the current operational margin. Significant investments in terms of CapEx between about EUR 800 million and EUR 1 billion, and levels of investments in strategic stocks that are similar to the previous year.

And a share buyback program between EUR 500 million and EUR 800 million, with a first tranche of EUR 150 million that we've already carried out over the first quarter. I also want to remind you, an unfavorable exchange rate effect that will be compensated in part by the scope effect. I'm now yielding the floor to Mrs. Patricia Barbizet for the presentation of the governance of the group.

Patricia Barbizet
Lead Independent Director, Pernod Ricard

Thank you, Alexandre. Dear shareholders, it's always with joy that I see you to present our governance to you. I am speaking to you, first of all, as a senior director, whose role and, missions are defined in the roles of the board that are accessible online, but also as a president of the Committee of Nomination and Governance. I'm going to first start by introducing our board. It is made up of the 14 board members that you can see on the screen, including 14, two independent, directors and one. Our board is part of the strategy of the group with diverse and complementary skills. Your administrators have your directors have expertise in the next, in the following: finance, audit, and M&A. General management and strategy. Digital and technologies.

CSR and HR. Innovation, knowledge of the industry and the consumers. Governance and compliance. Currently, the percentage of independence and of gender parity of the board are 58.3%. I'd like to draw your attention to the fact that after this shareholder meeting, if you renew the mandates that are suggested and nominate Max Koeune as director, the board will be made of 15 members, with eight independents and seven women. So we will be 65.5% and 53.8% respectively for independence and gender parity. Over the past year, the board has met nine times with a rate of presence of 99.21%.

We have focused on the following issue: review of strategy and of monitoring of the growth of the group, health and safety at work reporting across all of the affiliates of the group, the review of all of the accounts on a both half year and full year basis, the review of the compensation of your CEO and chairman of the board, and the evaluation of his variable share for 2022. But I'd like to clarify that, of course, these debates took place outside of the presence of Alexandre Ricard. We have examined and reviewed the work of our five committees and organized an executive session. During our general shareholders meeting, I would also like to talk about the work that I've done as a senior director.

This year, like every year, I have taken part with some of the directors of the group to governance roadshows, which are meetings with our main shareholders in France and abroad. I have also annually evaluated the board based on individual interviews with each director, and a full report was made to the Committee of Nomination and Governance, as well as to the full board. I would like to now detail the five specialized committee to which the board delegates the preparation of specific topics. The Audit Committee, which is made up of three members that you can see on the screen, it is chaired by Philippe Petitcolin.

During this year, this Audit Committee has reviewed the projects of the half yearly and yearly accounts following the treasury and the debt of the group, management of the risk and the mapping of the risk, approval of the audit plan for the year, and a follow-up of the renewal policy for one of the two auditors. The Committee of Nomination and Governance, I am chairing it, and you can see three members on your screen. We have examined the independence of the board members. We've thought about the composition of the board and its committees in order to have the best balance and the most adequate composition. We've reviewed the diversity and inclusion policy of the group, as well as the actions carried out to retain our talent.

We have examined the succession plan for the top management and the self-evaluation that I've just spoken about. The third committee, which is the Compensation Committee, that you can see, it is chaired by Kory Sorenson. She will going to present the ex-post and ex-ante votes having to do with the compensation of your Chairman and CEO. During this year, we have they have reviewed and analyzed the practices and trends of the markets concerning the compensation of the Chairman and CEO, as well as the Directors. They've analyzed the criterias for the variable compensation of the Chairman and CEO and validated the policies for the compensation. Introducing the Strategic Committee, presided by Alexandre Ricard, and you can see the members on your screen.

This committee is dedicated to thinking about the strategic orientation and the long-term orientations of the group. Last committee created by the board, the CSR Committee, that I chair. You have the three administrators that you can see in this here, in this committee. Of course, again, we communicate all of our work to the board. We have focused on the various topics: climate scenarios, the decarbonization strategy of the group, and the monitoring of the strategy within the group to fight against the abuse of alcohol. This was the presentation of the governance element that I wanted to share with you today, and I invite Ms. Kory Sorenson, the Chair of the Compensation Committee, to meet us on stage to introduce the compensation of our chairman and CEO for the ex-post and ex-ante votes.

Kory Sorenson
Chair of the Compensation Committee, Pernod Ricard

Hello. Thank you, Patricia. As chair of the Compensation Committee, I'm going to present the compensation policy of the CEO. I'm going to detail the ex-post vote mentioned in Resolution 9, as well as the ex-ante vote mentioned in Resolution 10. You will find all of these elements in your Universal Registration Document between pages 62 and 75. The elements for the compensation paid or granted to Mr. Alexandre Ricard for the fiscal year 2022-2023, mentioned in Resolution 9, include an annual fixed compensation of EUR 1.25 million as of the 1 July 2021, a variable compensation of EUR 1.890625 million, corresponding to 151.25% of his fixed compensation, with a target at 110% maximum, at 180%.

The detail of each criteria is mentioned, pages be 67 and 68 of your Universal Registration Document, an attribution of 13,062 performance shares, including 7,533 actions submitted to internal performance condition, and 5,529 shares submitted to external performance conditions. This also includes an attribution of 2,438 performance shares for an IFRS value of EUR 349,916, as well as a payment of EUR 350,000. Mr. Alexandre Ricard also has a company vehicle and a insurance coverage. He has no compensation as chairman of the board. Let us now move to the policy of compensation for the CEO for 2023/2024, which is the subject of Resolution 10.

The board, based on the recommendation of the Compensation Committee, is implementing a balanced compensation policy, encouraging performance, reflecting the strategy of the group, and respecting the social interest and the interest of the shareholders. Like every year, the compensation of Mr. Alexandre Ricard was reviewed and compared with that of its main competitors, which has made it possible to confirm that it was both balanced, including a significant variable share to encourage performance, adapted to his responsibilities, to his performance, and to the excellent results of the company. Thus, the board has, upon recommendation of the Compensation Committee, decided during its meeting on the 31 August 2023 , to carry the compensation policy for the CEO. All of the elements of the compensation policy, unchanged compared to last year, are shown on the screen.

Given these elements, we are proposing to you to approve Resolutions 9 and 10. Thank you.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Patricia and Kory, thank you for your presentations. I would like to now have Mr. Marc de Villartay from Deloitte & Associés to present in the name of the auditors, the reports that are submitted to the General Assembly.

Marc de Villartay
Partner and Statutory Auditor, Deloitte & Associés

Thank you, Mr. President. Ladies and gentlemen, shareholders, hello. In the name of the auditors, Deloitte and KPMG, it is my pleasure to report to you on our mission and the reports that we have published for the year wrapped up on the 30 June 2023. We have published several reports, and I would like to suggest, in line with this, the practices of this assembly, to not read them in full, but to summarize them for you. Our reports on the consolidated accounts and on the company accounts were made available to you within the framework of this current assembly, and are pages 254-257, and pages 283-285 of the Universal Document .

We remind you that our work aims to have a reasonable assurance on the sincerity, the regularity, and the faithfulness of the account, and to make sure that they do not include any significant anomalies. In order to do this, our two firms have intervened in France and internationally in all of the significant entities within your group. Following our assignment, we have presented our conclusion to the general management, to the audit committee, and to the board of your company. Our reports on the consolidated account and on the accounts of the company mention the key points of our audit and the work that we have carried out in order to meet them. For the consolidated account, the key points of the audit are the evaluation of the brands and the fiscal risks.

Our reports include, for each of those key points, the description of the risks identified and the answer that we have provided. In conclusion, the consolidated accounts are regular and sincere, and are giving a faithful image of the results of the year, as well as of the financial situation of the company. We have emitted a certification report on the consolidation account of the group without any reservations or observations. Concerning the annual accounts, the key point of the audit was the evaluation of the equity investments . The detail of our work is also described in our report. Following our work, we have also certified the annual accounts of your company without any reservations or observations.

Our reports on these accounts include, moreover, the conclusions of some specific verifications as outlined in the law on information that are in the management report. Because of this, we can testify about the exactness and the sincerity of the information provided in terms of compensation and advantages paid to the CEO, as well as of the sincerity and concordance with the annual account of the information pertaining to the payment deadline. Within the framework of the ESEF regulation, we have made sure that the presentation of the accounts respected the electronic format of information that is in that of Europe. We are now moving to the special report on related-party agreements that is on page 286 of your Universal Document .

In this report, we inform you that there is no new related-party agreements that is submitted to the approval of your general assembly, and that no related-party agreements prior approved, in a prior time has been carried out throughout the year. Lastly, talking about the resolution that have to do with the share capital of your company, that are suggested as the extraordinary part of your general assembly, we have emitted four special reports presented between pages 309 and 313 of your Universal Document . One was a report of the reduction of capital by canceling of, actions within the limit of 10% of the capital. A report on the emission of shares and various transferable securities , with maintaining and suppression of the preferential right of subscription.

A report on emitting ordinary shares, giving access to the capital reserved to the people that have subscribed to the company's savings plan. A report on the emission of ordinary shares, giving access to the capital with the removal of the preferential right for subscription. For all of these resolutions, our report do not include any mention or any specific observation. Lastly, I would like to inform you that we will establish a complementary report if the case arises, in case of the use by your board of these authorizations or delegations. Ladies and gentlemen, I would like to thank you for your attention, and I'm yielding the floor back to the Chairman and CEO.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you for this presentation. I would now like to invite Mrs. Anne-Marie Poliquin, the secretary of this general assembly, to present the resolution that we are submitting to your vote.

Anne‑Marie Poliquin
General Counsel and CCO, Pernod Ricard

Thank you, Alexandre. Thank you, everyone. I have a good news. I'm going to present to you, in a very summarized way, the resolutions that are suggested for you, because the integral text of them are in between pages 39 and follows of the brochure that you have had. This year, resolutions, ordinary and both ordinary and extraordinary, are submitted to your approval. Let us start with the presentation of the ordinary resolutions. The Resolution 1 is the approval of the statutory accounts of Pernod Ricard SA for the 2022/2023 year. The Resolution 2 , we're asking you to approve the consolidated account of the Pernod Ricard Group for the same year. The Resolution 3 is approving the affectation the way, the allocation of the result.

As Hélène has mentioned earlier, you can set the dividend for 2022/2023 at EUR 4.7 per share, and payment of dividend of EUR 2.06 was paid on the 7 July 2023. The remainder, which is EUR 2.64 per share, will be paid on the 24 November 2023, with a record date on the 28 November 2023. For the Resolution 4 , we are suggesting to renew the directorship of Mrs. Kory Sorenson for a duration of four years. Through the vote of the R esolution 5, we would like to suggest renewing the directorship of Mr., Mr. Philippe Petitcolin for a duration of four years as well. Through our R esolution 6, we are suggesting to appoint Mr. Max Koeune as a director for a duration of four years.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Dear Max Koeune, I would like to yield the floor to you now, so you can introduce yourself in front of the assembly.

Max Koeune
President & CEO, McCain Foods Limited

Hello, everyone. My name is Max Koeune. I'm 51 years old. I'm the director general of the McCain Group, which is a Canadian family company in the agri-food sector. We are the global leader of frozen fries and potato products. I've been at this position for 6 years, and before I was a financial director of this group. Before that, I spent 14 great years within Danone at HQ and in operational positions in the HQ of M&A, and then as financial director in Switzerland and in the U.S. I'm delighted to have the opportunity to join the board of your company, because it's a wonderful company that really impresses me in many ways.

First of all, through the talent and the commitment and the ambition of the teams, through the depth and the strength of the brand portfolio, but also with the brands, the very strong value of responsible consumption and sustainable development. I'm also delighted to have the opportunity to contribute to Pernod Ricard through the experience that I have in the role that I have today, because McCain and Pernod have many similarities. Similarities in terms of size, because McCain is a company with more than EUR 10 billion of sales, with 20,000 employees. Like Pernod Ricard, we're present in 160 countries, with production sites all over the world. Similarities in terms of the markets, because our important markets are North America, Europe, and to a lesser extent, Asia.

Similarity in terms of stakes, developing our talents, innovating in our products, but in our way of working in a world with a lot of technological upheavals, and also a stake of a sustainable and profitable growth. So I thank you in advance for your support. Thank you.

Anne‑Marie Poliquin
General Counsel and CCO, Pernod Ricard

Thank you, Max. Through our R esolution 7, we're suggesting to renew the mandate of Deloitte & Associés as statutory auditors for a duration of four years. Resolution 8, we are submitting to your approval the setting of the global maximum annual amount allocated to the directors to pay their mandate, to bring it to EUR 1.35 million, as opposed to EUR 1.25 million previously. Through the vote of the R esolution 9, we would like you to approve the fixed and variable elements for that are compensating the compensation and advantages paid for 2023 to Mr. Alexandre Ricard, our Chairman and CEO. All of the elements are presented, pages 65 to 69 of your Universal Document .

Through the vote of the Resolution 10, we are submitting to your approval elements of the compensation policy applicable for 2023/2024 to Mr. Alexandre Ricard, Chairman and CEO. All of this information is presented in your Universal Document , pages 70 to 75. Through the vote of the R esolution 11, we are submitting to your approval, element of compensation paid or granted for 2022/2023 to the CEO. These elements are presented in pages 75 to 77 of the Universal Document . Voting for the R esolution 12, we are suggesting to approve the policy of compensation of the compensation for 2023/2024. These elements are presented in page 77 of your Universal Document . For Resolution 13, it is clarified that no related party agreements were concluded or carried out during the fiscal year.

Resolution 14, we are suggesting to authorize the company to trade in company shares in the limit of 10% of the capital. This authorization will be granted for 18 months, with a maximum purchase of EUR 330 per share. Let us now move to the presentation of the extraordinary resolutions. Following Resolution 15, we would like you to authorize the board to reduce the share capital by the canceling of treasury shares, subject to a limit of 10% of the share capital for a duration of 26 months. R esolution 16 is a delegation of authority for the board of directors to increase the share capital with, for a maximum nominal amount of EUR 130 million, through the issue of ordinary shares and/or securities, granting access to the share capital.

This is the, global common, aspect that can be done for financial delegation submitted to your vote today. This authorization would be granted for a duration of 26 months. Resolution 17 would allow the board to increase the share capital without any preferential subscription right, for a maximum amount of EUR 39 million, which is about 10% of the share capital. This delegation would be granted for 26 months. Resolution 18 would be, allowing the board to increase the number of securities to be issued in the event of a share capital increase, with or without preferential subscription rights in the limit of 15% of the original emission. This would be granted for a duration of 26 months.

Resolution 19 would allow the board of directors to increase the share capital for qualified investors or a restricted circle investors with the, without preferential subscription right for a, maximum amount of EUR 39 million, which is approximately 10% of the share capital. This delegation would be granted for 26 months. The R esolution 20, delegation of authority for the board of directors to issue ordinary shares and/or securities, granting access to the share plan of the company and other company as consideration. The R esolution 21 would give the possibility to the board of directors to increase the share capital by a, through bonuses, benefits, and others, by a maximum nominal amount of EUR 130 million. That is approximately 33% of the share capital. This authorization would be given for 26 months.

It is said that this resolution, an extraordinary one, would be thus adopted with a simple majority. The R esolution 22 is a delegation of authority for the board of directors to increase the share capital, subject to a limit of 2% for all the members of the company with savings plan without preferential subscription rights. This limit is of 2% thereof, and this authorization would be given for 26 months. The R esolution 23 has for object a delegation of authority for the board of directors to increase the share capital, subject to a limit of 2%. Once again, this threshold is in line with the R esolution 22. It would be given for 18 months. Finally, the R esolution 24, its purpose is for all the powers to carry out the necessary legal formalities.

This presentation of the resolutions being closed, I will give the floor to Mr. Alexandre Ricard.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you very much, Anne-Marie. So what I suggest now, to open our Q&A session. Before our discussions, I would like to inform you that a series of 10 written questions was sent by the Responsible Investment Forum, the FIR, on 8 October , and received by the company. As last year, the board was held this morning and decided to answer to it by a written publication and to answer on the website of our company. It was published, and I checked just before the beginning of this general assembly. In order for these elements, therefore, I declare this session of the Q&A open, dear shareholders.

Speaker 10

Mr. President, hello. Mr. Soulage , for the Association for Individual Shareholding. Let me approve of the successes and give an explanation to the members of your family who are here present, and who represent faithful shareholders, who sometimes wonder about the sudden decreases in the shares. Since you do not spend time explaining why the market fluctuates, and I understand one of the explanations could be, well, that this touched a lot of the shares on the Paris Stock Exchange. It is due to the fact that we have a lot of passive management, and when there is passive management and the few assets want to or people want or those who are active want to sell their shares and they don't have the good counterpart, then there are really significant changes, not to say abusive ones from the market.

Thus being said, I'd like to come back to my four questions, if you accept. You announced several structural changes to strengthen your strategy, focusing on consumers by creating an executive committee instead of the executive bureau, that is composed of nine members, by including the new vice president, the executive director for in charge of brands and markets, the CEO for North America, and the director of the operations. Could you give us some feedback from this committee? And my second question, you asked an institute to design and to deploy a scheme to measure performances in order to assess five of your brands during musical festivals or thematic evenings. So why did you retain these five brands, Ricard, Havana Club, Jameson, Absolut, and Beefeater? And why not Perrier-Jouët Champagne, and for what is the strategic reason for that?

My third question, a group of your committed employees and the mayor of Bouzy were very proud on 25 October to show the biodiversity of Perrier-Jouët, the diversity and the, of the ecosystems that act on, on the climate and conversely. With what data do you rely on in order to measure the impact on biodiversity? And have you implemented also corridors of biodiversity, or green corridors, to regenerate the fauna and the flora? And finally, how does the generative AI will change your programs to recruit globally? Hervé Lorenzi has announced that the great house Publicis had just got rid of telework for the good of the teams. Are you going to follow this example?

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Well, great, thank you for your questions. We are going to answer them, of course. I, I'm going to start with the first one. We have a new operational governance that is, has, working since last September, and are active, and this is to continue very naturally and follow all of the changes that we perform. So I will take a few examples that you have mentioned. Having a head of the brands that represent all of the brands and marketing with the two managers in North America and the rest of the world, and also and he is present, and also a head for all of the supply chain that creates the link between the brands that produce and put the products in bottles and the rest of the market.

And it was to generate more smoothness and fluidity, to be more agile in the allocation and the reallocation that is continuous for our resources. Behind these structural changes, we also have tool changes, and I will come back to AI. But concerning finance and budget, we have moved from beyond budgeting to rolling forecasts every four months. This helps us to reallocate our resources in a world that is very volatile. The good news, and especially for a group like Pernod Ricard that is extremely diversified, there are high and low cycles everywhere in the world, and it is never the same cycle. So of course, we allocate our resources continuously where we see there are growth bubbles and for the long term. And in the same way, we readjust things when necessary for where the growth is lesser.

So it is this organization that's simplified, which means that there are less contact points. It is really smoother, and this is a good starting point from this point of view. For the festivals, now, why did we choose the five brands that you mentioned? Because these are the five brands that we activate in the festivals. So if I take the example of champagne, we do not activate champagne in these festivals because if I take the example of Tomorrowland, this is a festival where our target of consumers who are there are not really champagne consumers. They're not Perrier-Jouët consumers. So maybe a Mozart concert, perhaps, it's a different audience. So this is why we chose and targeted these brands for these festivals.

Knowing that festivals are spreading everywhere and developing everywhere around the world, this is something that is really working. People love the festival experience and pay a lot of money to go to attend. So this is why we chose these brands, especially. For biodiversity, and I will give the floor after having finished, on artificial intelligence. I will give the floor to Noémie Bauer. She is our business sustainability director for Pernod Ricard. For AI, it is already really, changing completely our ways of working. I gave an image of it in my presentation in the management, but the algorithms that we have developed are algorithms that make us extremely efficient. I will give a simple example, a concrete example. In terms of, promotional efficiency, our data scientists have developed, based on, data that we recorded along the years.

We recorded the, criteria for promotion, and the number of criteria could become infinite. It could be enriched infinitely, the frequency of the promotion, the depth of the promotion, the duration of the promotion, the typology, et cetera. There are 32. And once we have identified, recorded this criteria, what we also record are the consequences of the implementation of the promotion or s o we see the additional sales, and we record indeed what is generated. Then we change things, we iterate, et cetera. And this algorithm can do two things currently. It is able. Well, we play with the criteria, and it can predict, it can forecast the additional sales that will be generated with a level of relevance that and trustfulness that is very high.

And now we can even say that we want to maximize the net turnover generated. How? With these three, four, eight, maybe not all the criteria, otherwise we can go crazy, but this is what we do. And we do this for the promotional efficiency, for our prices, for our investments, our marketing investments, and these are tools that really are changing the way we work. The human brain has a certain limitation, which means that for a market, being able to generate more than six-eight priorities is complicated, or doing it in a very efficient manner, at least. Thanks to machines, thanks to these tools, we can activate a lot more.

You know, the number of units, times the brands, times the states, times the number of prices in the United States, it's about 50,000 different combinations, so doing this manually, it's extremely complex. Now, we're able to do it thanks to the algorithms, and the efficiency generated in terms of marketing investments, provides resources, and this was the other limit. We had the human limit, and we had the financial limit, and they are reinvest, reinvested in other brands. So this is where I can say it's a competitive, a major competitive advantage, advantage with our widest portfolio in the industry. So now I will give the floor to Noémie for biodiversity.

Noémie Bauer
CSO, Pernod Ricard

Thank you for your question on biodiversity. In fact, this pathway has helped visitors to see the agricultural regenerative agricultural programs we have. And the corridors, the green corridors, as you have mentioned, are they not the only initiatives taken for the regenerative agriculture? We aim at restoring the health of the soil, to add new cultures in between the vineyards. You see this, activation, adding, vegetable corridors, working less, using less the soil, and this will help, diversity, pollination, fertility, and resilience of the soils. We base ourselves on IPCC data and the IPBES, the Intergovernmental Platform of Biodiversity and Ecosystems, but also local organizations, like, such as Agriculture du Vivant, that we work with in the Champagne region.

Speaker 11

Number three. Hello, Mr. President. Same thing, we are really delighted by the results that you have presented. But for me, it's not only about this. Of course, last year you consolidated the family culture to the American culture, and, you know how to mix efficiency and, being relaxed at the same thing, so continue in this way for a long time, and we will all be happy. Nevertheless, I would like to make one reproach. In fact, it is a pity to refuse to give us by a written document, well, not the Universal Document , but the brochure that was. No, I didn't receive anything. In fact, I asked for it, and I was told, "Yes, you will receive it by email."

This is not really good, because I haven't received it. Maybe it's 40 pages long. Maybe it could be possible to send it to us, and I will. It's not about, well, avoiding paper. We can take notes, but it's not easy to take notes in the dark. So really, I would like you to come back on this decision for the next general assemblies. For the rest, I was amongst the privileged members to visit your headquarters, and it's quite remarkable and very original, and very adapted to the way you are heading this company. So a great thank you.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you for listening. Well, thank you for your comments. We are duly noting the brochure point, and you're right to mention that the reference document, it is, I think, 334 pages long. So it is part of our policy, our CSR policy, zero paper, and when we moved from Place des États-Unis to the island at the heart of Saint-Lazare neighborhood, we implemented a certain number of initiatives, including to drastically review the printing. So we have only one printer now, or one or two per floor, maybe not even. We have a clean desk policy. As you know, we no longer have any offices. We are all in flex office mode. So all of the offices are extremely clean. The use of paper at Pernod Ricard has very clearly gone down.

For the, we're noting for the summoning to the general assembly, well, we'll see with the CSR teams, but it means I, oh, I haven't answered to telework. The only country where culturally it- well, it's not a subject for Pernod Ricard, but rather for countries, telework in the United States is something that is anchored in their culture, and we are trying to have people come back to work. But around the world, I think there are no main issues. I think in the United States, the presence is mandatory at least two days a month in the United States. So you see in Paris, telework, and this is, in, in the framework of, talent recruitment attraction, we could go up to two teleworking days per week with the agreement of the manager. But, I think it's full almost every day, very dynamic. People want to come to work, meet one another, and work together. So it is not a big issue for us unless, the cultural exception of the United States. So number two, please.

Speaker 12

Thank you. Claude Haroche, one question. In April 2023, Pernod Ricard signed the first line of credit for EUR 2.1 billion, for the ending at 2028, based on indexes of sustainable development. The first, reducing CO2 gases; the second, our greenhouse gas effect, and reducing water consumption by for the alcohol produced. In September 2023, still, Pernod Ricard launched a bond for EUR 1.2 billion, EUR 600 million for seven years, EUR 650 million for four years, and EUR 750 million for ten years, with 3.75% coupon. In September again, Pernod Ricard signed with a PSI, service provider for investments, the buyback of his own shares for EUR 150 million, following a program of EUR 500 million-EUR 700 million for 2023-2024.

Thus my question, How can we make compatible an imposing call for money to face these needs in CapEx and investments for growth, with a buyback of your own shares that appears as a sterile operation, since it consists in canceling a fraction of its own capital? Thank you.

Hélène de Tissot
EVP of Finance and IT, Pernod Ricard

Thank you, gentleman, for your question. First of all, you are right to mention the fact that we had emitted what we call the green bonds, these green bonds. So to show that our commitment in terms of S&R covered also our financing, since we were ready to commit with bond share carriers, the obligations in terms of reducing the CO2 emissions and reducing our water consumption. So we also were the first in our industry to create this green bond, to emit this green bond, not this year, but the previous years, by being pioneers, in this means of access to loans or credits. For your question for the financial policy, first of all, I'd like to take advantage of this question to remind the four, our four priorities, and then I will answer to the refinancing separately.

Our four priorities in terms of financial strategy, we, as you mentioned, first, CapEx and strategic investments, because this is the future of our business, and it is important to prioritize. This is why it's our priority. The second priority is to continue to strengthen the portfolio of attractive brands, thus M&A, to beyond the development of our brands with an internal growth, going to find attractive brands that correspond to the new consumption of the time, and that are already available, but for most smaller, and the distribution network can deploy. Third priority, the payment of dividends. Of course, this is important to share the value creation and to share it with all of our stakeholders and with shareholders.

The fourth priority, and the last, is the buyback of shares, which can give back value to our shareholders and increase our result per share. The fact of accessing the market, of refinancing through bonds or obligations to cover the refinancing of our bonds, that we have been working on several years. We have a maturity that is solid we have a duration of, w e have no peaks in our debts, and I think this is relatively well managed, and we have access to the market, the bond market in September, as you said, in what I say is very good conditions, since we raised EUR 1.3 billion with 75%, which is higher, of course, than what we had done a few years ago, and we used part of our funds to pay back a part that was lower.

So 3.75% in the current environment is really very good conditions, which are totally in line with the quality of the credit at Pernod Ricard, which is the object of very we see how stable it is with the rating agencies.

Anne‑Marie Poliquin
General Counsel and CCO, Pernod Ricard

On the credit line, the redevelopment of the, that's maybe five now, number five.

Speaker 13

Bonjour. Hello. Jean-Pierre Sekely, shareholder, individual shareholder. First of all, congratulations and thank you for the excellent performance that you delivered, and the good outlooks that you mentioned for next year. My question concerns rather the division of wines that Madame Tissot qualified as mitigated. I would not like to be a party pooper, but I also noticed that you talked about 2% decrease and 4% the previous year. Thus, could you tell us a few words about the future and the outlooks for this segment of products? And sorry for this.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you for asking the question. But, well, first of all, before answering, I will not comment the rumors that you have heard or read in the press on the wine activity. If it is to say that, generally speaking, and this is in the dynamic management of our Pernod Ricard portfolio, we often wonder and ask ourselves questions about certain segments and brands for the value creation for our shareholders. For the performance of wine compared to spirits, not very good, but in the wine industry, we are not doing so bad. In reality, and as you have seen in one of the slides I presented earlier, wine indeed is, and beer, have lost market share in all of the alcohol and to the benefit, and we won't complain, of spirits.

So in fact, wine currently is suffering at the same time because of an overcapacity in certain regions of the world. I'm thinking of Australia, namely. This is experiencing difficulties, especially if I take the first world market, the United States, because the new generations of consumers of alcoholic beverages are going towards our spirits. Now, just to look at it, it represents 3% of our activity if we look at wines and. But believe me, this is something that we're following closely on a daily basis. We have a wine division that is really working hard in order to see if we can premiumize our range, because, in fact, it's an average range, and, and the value is, this is this part that is not doing well.

So this is a phenomenon that is, for all of the wine industry, in fact.

Anne‑Marie Poliquin
General Counsel and CCO, Pernod Ricard

Let's move to the next slide. Maybe number, question number six.

Speaker 14

Yes. Individual shareholder. I had a question. One of your competitors, French, very well-known competitors for cognac, presented figures during the third quarter that were bad with negative outlook. So my question is: Is it the cognac market that is slowing down at the profit, to the profit of other spirits, other ranges or local alcoholic beverages? Because apparently some are doing well in certain countries. What about the Asia zone, China, that is slowing down, and perhaps this is touching to the wide range of spirits? Or finally, is Pernod Ricard, has Pernod Ricard won market share?

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Thank you for this question. I will come back to our strategy that I mentioned before. It is about diversifying our sources of growth. We do not want to be dependent on a brand or a segment, because when we are dependent on a brand or segment, when this segment knows well when it is growing, it's great, but then there's a more complicated cycle and things go wrong. So I mentioned before that concerning Pernod Ricard, six different segments have contributed at the height of 85% of our growth. The whole objective is to become agnostic to the cycles of these segments, and specifically for cognac. First, I would say that I have full trust in the future of cognac. Cognac is going through difficult times for two reasons.

In fact, the two main markets of cognac, where we have issues for the short term. The first one are the United States. In the United States, to be honest, we are less exposed to cognac than our other competitors. During the COVID period, consumers in America really rushed on cognac because they had purchasing power. They did, they had the accelerated premiumization, and cognac benefited for it to such an extent that we started to have a problem in terms of supply of the cognac, and this led to increases of prices that were very significant. To such an extent that consumers started to move to other categories, and if I was to name two, tequila, high range also, and to a lesser extent, whiskey.

So the time that all this was digested, well, we'll have a few issues for Cognac in the United States, knowing that the stores are de-stocking because the cost of credit and especially the cost of their BFR has increased with the increase of interest rates. If now I move to China. China, strategy Zero COVID, that in fact, there was a very bad Chinese New Year last year. The reopening, it reopened everything, all of the channels, et cetera, and we knew four months that were very difficult, very high consumption. So since July, we felt a slowdown, an economic slowdown that is weighing on the trust of the Chinese consumer. For several reasons, the investment, direct investments are down by 70%.

One person, a young person out of five is unemployed, the manufacturing is decreasing in China, and finally, potentially, there's a real estate crisis that is going to appear. So the consumer that has money in China prefers to save it for the moment, rather than consuming. As Hélène mentioned it in her presentation, July and August were not very good, and we are starting to see in September a stability on the Chinese market, stabilization, so the consumption for the medium term remains perfectly unchanged. So the two main markets of Cognac experiencing difficulties for different reasons. It is true, at Pernod Ricard, we are very happy to have this diversity in our portfolio and in the geographies.

Speaker 15

Thank you very much. Hello, Patrick Coenon, individual shareholder. My first question is as follows, Summer 2023, in Leclerc supermarket, when I walk around the spirits, I see signs saying, "We're no longer distributing Pernod Ricard products." I would like to know how and why, because even there was a promotion on Valentine. Second point, I saw in your accounts earlier, the Facebook sign. Do you have agreements to get data from the site, and how can that work? Last point, you have a share buyback program, and I saw in your diagram that there was a strong threshold around 160. Can you indicate at what price you did the share buyback, and can we consider this threshold of 160 as the low point?

Hélène de Tissot
EVP of Finance and IT, Pernod Ricard

Thank you for your questions. How can I say? Michel-Edouard Leclerc communicated a lot on the little friction that we've had between Pernod Ricard in France and Leclerc concerning our price increases, to be simple. We felt that the price increase that we suggested were reasonable and reasoned, and I will share with you a figure. Over the last 10 years, the price of Ricard, in 10 years, cumulative, has increased by 8%, in 10 years. I think that it's perfectly reasonable, especially if we look at the evolution of our cost inputs that have not increased by 8% over 10 years. They have had a two-digit increase over the last year. After the summer, I feel that reason was heard, and we are once again working nicely together.

Concerning social media at large, not just Facebook, et cetera, each social media has its own methodology for monetization or sharing of the data, and of course, we can work with all of them. And, we tried to not have an intermediation, in order to work directly with the social media, not through an agency. It's cheaper and it's more efficient. Concerning share buyback, well, the tranche that we have done over the first quarter had to do with EUR 150 million, with an average cost of EUR 170 per share.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Perfect. We have a little bit of time. Maybe we can take two more questions. The one at the back of the room, number seven.

Speaker 16

Hello, sir. I am an individual shareholder. I wanted to ask you a question on the current decrease of the share price 20% brutally. Could you shed some light? Is it because of AI?

Hélène de Tissot
EVP of Finance and IT, Pernod Ricard

Very well. Concerning the decrease of the price of the share, it is not specific to Pernod Ricard, it is generalized. As far as we're concerned, everything that is, luxury brands have all incurred 20% and even up to 30% this year. I'm not gonna come back to what was said earlier, but the reality is that currently, with interest rates that are very high, there are very few buyers in the market. When some decide to sell, there's very few liquidities, so the amplification on the stock price is increased. The stock price for Pernod Ricard over the calendar year of 2023, we had had a great performance over the first 4 months, with a historical high of EUR 218, and this was in the general euphoria of the infamous recovery and opening of China after 4 years of their Zero COVID policy.

Starting in the spring, there was the increase of interest rates that has continued, and this is totally mechanical. The actualized value of the future flows, the higher your actualization rate is high, the lower the value is. Of course, that's had an impact, and moreover, the economic difficulties of the Chinese market have started to scare off the investors a little bit. So it is essentially due to that. Since the beginning of the fall, two things: one, the investors are noticing that the interest rates, such as they are, which is rather high, are going to remain higher than, longer than expected. That's the first point.

Number two, it's true that at the beginning of September, when we spoke about our annual results, the forecast that we gave for the year, especially for our first quarter, we were expecting a first quarter that would be moderated, and we were the very first ones to speak, have generated a little bit of a decrease of our share price. It bounced a little bit back up today. It does happen that our greatest competitor has issued a profit warning, so they have a share price that decreased by 15% right now.

So the reality is, over the medium term, we are trusting, and we're gonna be very simple for this year at this stage, based on what we know and what we said to the markets, is that over the medium term, we are at the height of the range of our growth of 4%-6% of our sales. And this year, our intention is to be rather, lower in the range. For the full year, the growth will nonetheless be there.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

Maybe one final, final question. Question number four.

Speaker 17

Mr. Ricard, I took the microphone a little bit late. You answered a certain number of the questions that I was gonna ask you, so I'm gonna be very brief. Indeed, we can note that there's an erratic change across the business sector. You said that today, during the general assembly of Pernod Ricard, your main competitor has issued a profit warning. This concerns me, because I think that through the various means of meeting you, you are excellent at communicating. You know how to explain the strategy, you know how to explain how you have organized the visit of your new HQ, has also strengthened this idea.

So I keep wondering, indeed, does AI mean that because at any given point, the price of a share falls, it has a effect on other companies, and the intrinsic values of the company are no longer taken into account, but it's more based on noise and articles in the media that have an accelerating effect on this. I would like to have your opinion on that. Thank you.

Alexandre Ricard
Chairman and CEO, Pernod Ricard

It's true that the current environment for the markets is a little bit feverish. The markets hate many different topics. They hate uncertainty, so there's a little bit of uncertainty right now. They hate even more bad surprises. And indeed, you saw a certain number of publications from various companies across various sectors. As soon as you disappoint, as soon as you surprise them negatively, the impact on the price of the share is just amplified. Over the short term, in a macroeconomic environment in which people are asking themselves a lot of question, especially on the duration of high interest rates, there are still some volatile moments ahead that we need to anticipate over the coming months.

Now, if we take a little bit of a step back, and if we look over a longer period, and if we look at the past, I remember during the financial crisis between 2008 and 2009, over a period of 10-12 months, the world shook, the stock exchanges had dropped, et cetera, and even people across our industry were starting to down trade. This lasted about 10-12 months, and then we experienced a period of accelerated premiumization up until now. So the fundamentals that I mentioned earlier are sound. There will be ups and down, and downs, but the underlying growth of the segment in which we operate is there.

So it's clear, and I've said it, there will be turbulences over the short term, but we remain perfectly serene, and it's where it's good to be diversified and balanced, and it's even better to be extremely agile and adjust to the environment, and that's what our teams and our employees are doing their best to do on a daily basis. On this, I would like to suggest to wrap up the questions and answers. So I declare the session of questions with the shareholders wrapped up, and now let us move to the vote of the resolutions. This year, again, the votes will be carried out on an electronic tablet. A little video is going to explain to you how to use these tablets and how to vote electronically. Video, please.

Speaker 18

To vote the resolutions of the general assembly, a tablet was given to you. It is strictly personal and is only usable during this general assembly. When there's an announcement of a vote of a resolution, the window for the vote is automatically displayed on your tablet, even if it is instantly standing by. To vote, it is very simple, Press on the button that corresponds to your choice. For, abstain, against. Then click Okay to validate your choice before the vote is over. Once your vote is validated, you can no longer modify it. Thank you for giving back your tablet upon exiting this room.

Anne‑Marie Poliquin
General Counsel and CCO, Pernod Ricard

Let us now move to the vote of the resolutions, clarifying that the last quorum of 84.19%. Resolution 1, approval of the accounts of the fiscal year closed on the 30 June 2023. The vote is open. The vote is now closed. The resolution is adopted. Resolution 2, approval of the consolidated accounts of the fiscal year closed on the 30 June 2023. The vote is open. The vote is now closed. The resolution is adopted. Resolution 3, allocation of the revenue of the fiscal year closed on the 30 June 2023, and setting of the dividends. The vote is now open. The vote is closed. The resolution is adopted. Resolution four, the renewal of the mandate of Mrs. Kory Sorenson as administrator.

The vote is open. The vote is now closed. The resolution is adopted. Resolution 5, renewal of the mandate of Mr. Philippe Petitcolin as director. The vote is now open. The vote is closed. The resolution is adopted. Resolution 6, nomination of Mr. Max Koeune as a director. The vote is open. The vote is closed. The resolution is adopted. Resolution 7, renewal of the mandate of the firm Deloitte & Associés as auditors. The vote is open. The vote is closed. The resolution is adopted. Resolution 8, setting of the maximum global amount allocated to the directors in compensation for their mandates. The vote is open. The vote is closed. The resolution is adopted.

Resolution 9, approval of the fixed and variable elements composing the total compensation and all advantages paid or granted for 2022, 2023 to Mr. Alexandre Ricard, Chairman and CEO. The vote is open. The vote is closed. The resolution is approved. Resolution 10, approval of the policy of compensation applicable to Mr. Alexandre Ricard, Chairman and CEO. The vote is open. The vote is closed. The resolution is approved. Resolution 11, approval of the information pertaining to the compensation of each of the executive directors. The vote is opened. The vote is closed. The resolution is approved. Resolution 12, approval of the compensation policy applicable to the directors. The vote is open. The vote is closed. The resolution is approved.

Resolution 13, approval of the related-party agreements . The vote is closed. The resolution is approved. R esolution 14, authorization granted to the board to trade in company shares. The vote is open. The vote is closed. The resolution is approved. Resolution 15, authorization for the board of directors to reduce the share capital by canceling treasury shares subject to a limit of 10% of the share capital. The vote is open. The vote is closed. The resolution is approved. Resolution 16, delegation of authority for the board of directors to increase their share capital for a maximum nominal amount of EUR 130 million, approximately 33% of the share capital. The vote is open. The vote is closed. The resolution is approved.

Resolution 17, delegation of authority for the board of directors to increase the share capital by a maximum amount of EUR 39 million, approximately 10% of the share capital, without preferential subscription right as part of a public offer. The vote is open. The vote is closed. The resolution is approved. Resolution 18, delegation of authority for the board of directors to increase the number of securities to be issued in the event of a share capital increase, with or without preferential subscription right, subject to a limit of 15% of the initial issue carried out under the 16th, 17th, and 19th resolution. The vote is open. The vote is closed. The resolution is approved.

Resolution 19, delegation of authority for the Board of Directors to increase the share capital by a maximum amount of EUR 39 million, approximately 10% of the share capital, without preferential subscription right through a private, securities granting. The vote is open. The vote is closed. The resolution is approved. Resolution 20, delegation of authority for the Board of Directors to issue ordinary shares and/or securities granting shares to the share capital of the company or any other company as a consideration for contribution in kind granted to the company, subject to a limit of 10% of the share capital. The vote is open. The vote is closed. Resolution is approved.

Resolution 21, delegation of authority for the Board of Directors to increase the share capital by a maximum nominal amount of EUR 130 million, i.e., approximately 33% of the share capital by capitalization of premiums, reserves, profits, or other items. The vote is open. The vote is closed. The resolution is approved. Resolution 22, delegation of authority for the Board of Directors to increase the share capital, subject to a limit of 2% thereof, through the reserved for members of company savings plan. The vote is open. The vote is closed. The resolution is approved. Resolution 23, delegation of authority by the Board of Directors to increase the share capital, subject to a limit of 2% thereof, reserved for certain categories of beneficiaries. The vote is open.

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