7 El compuesto H fFe 2
9.3 Medidas EM
9.3.5 Cálculo del desdoblamiento cuadrupolar
3.1.1.
Corporate name and registered officeLaurent-Perrier - 32, avenue de Champagne – F-51150 Tours-sur-Marne. Telephone +33 (0)3.26.58.91.22.
In France, Laurent-Perrier is governed by French law while foreign subsidiaries and branches are subject to the law of the country in which they are located:
- Laurent-Perrier Switzerland: Swiss law, - Laurent-Perrier US: US law,
- Laurent-Perrier Diffusion Belgium: Belgian law, - Laurent-Perrier Germany: German law.
3.1.2.
Consultation of legal documents or information on Laurent-PerrierLegal documents or information relating to Laurent-Perrier are available for consultation at the Group’s headquarters at 51150 Tours-sur-Marne subject to legal requirements.
The following documents may be consulted:
- Laurent-Perrier memorandum of association and articles of association,
- all reports, letters and other documents, historic financial information and declarations prepared by experts at the request of Laurent-Perrier,
- historical financial information on Laurent-Perrier and its subsidiaries for the two financial years prior to publication of the reference document.
The above documents are available for consultation in hard copy or electronic format on the site: www.finance-groupelp.com.
3.1.3.
Incorporation date and term (article 5 of the by-laws)The Group was incorporated on February 20, 1939, for a period of ninety-nine years, expiring on January 30, 2038 unless it is wound up beforehand or its term is extended.
3.1.4.
Incorporation detailsLaurent-Perrier companies are registered with the Reims Companies Registry under number 335 680 096.
APE business activity code: 6420 Z.
3.1.5.
Legal structure (article 1 of the by-laws)Laurent-Perrier is a French société anonyme (public limited company) with a Management Board and a Supervisory Board.
3.1.6.
Corporate purpose (article 3 of the by-laws)Laurent-Perrier's corporate purpose is to trade mainly in the wine industry and includes: - the acquisition, management and sale of securities, shares and all rights pertaining to them; - active participation in defining the goals and policies of companies in which it has exclusive or
joint control or a significant influence;
- budgetary and financial control and coordination of such companies;
- the provision of specific administrative, legal, accounting, financial or real-estate services on a purely in-house basis to such companies;
- all operations that are compatible with this purpose, related to it or further its accomplishment.
3.1.7.
Financial year (article 19 of the by-laws)From April 1 to March 31 of the calendar year.
3.1.8.
Appropriation and distribution of earnings (article 20 of the by-laws)This point is detailed in the draft resolutions.
3.1.9.
Annual General Meetings of Shareholders (article 18 of the by-laws)This point is detailed in the draft resolutions.
3.1.10.
Special provisions of the by-lawsDisclosure thresholds (article 9)
Article 9 of the by-laws states that any private individual or corporate body who, within the meaning of article L 233-7 of the French Commercial Code, falls below or rises above a threshold
equal to 2.5% of the share capital and/or voting rights of the Company or a multiple thereof, must report to Laurent-Perrier the total number of shares they hold.
Double voting rights (article 18 of the bylaws)
Double voting rights are legally granted to all fully-paid up registered shares which have been registered in the name of the same shareholder for at least four years (date to date).
Identification of holders of bearer shares
The survey undertaken by Laurent-Perrier on March 31, 2014 of holders of bearer shares identified about 4,267 shareholders.
3.1.11.
Supervisory Board membership requirements (article 15)The General Meeting of Shareholders held on July 7, 2010 amended article 15 of the bylaws as follows:
Other than those stipulated in the bylaws, the rules governing the Supervisory Board, and notably its membership, operation and purview, are those set out in the applicable legal provisions.
Any members present at the meetings via a videoconferencing link whose nature and operating methods are compliant with regulatory provisions shall be deemed present for the purposes of establishing the quorum and the majority of Supervisory Board members.
Attendance via such videoconferencing link or/and telecommunications link is not, however, permitted for the following decisions:
- Appointment of members of the Management Board, and the single Chief Executive Officer, - Dismissal of members of the Management Board and the single Chief Executive Officer, in cases
where the present bylaws provide for such dismissal by the Supervisory Board,
- Election and compensation of the Chairman and Deputy Chairman of the Supervisory Board.”
3.1.12.
Provisions for attendance at the General Meeting of Shareholders (article 18)Other than those stipulated in the bylaws, the rules governing the holding of General Meetings of Shareholders and in particular the calling and holding of such meetings, as well as the rights pertaining to shareholder communication and information, are those set out in the applicable legal provisions.
Any shareholders taking part in the General Meeting of Shareholders via a videoconferencing link or other telecommunications link enabling their identification, whose nature and operating methods are compliant with regulatory provisions shall be deemed present for the purposes of establishing the quorum and the majority of shareholders.
General Meetings of Shareholders convene at the Group's Registered Office or at any other venue specified in the invitation to attend.
3.1.13.
Laurent-Perrier share buy-back programmeThe Shareholders’ Meeting of July 9, 2013 authorised the Management Board to repurchase Company shares pursuant to articles L.225-209 et seq. of the French Commercial Code, notably in order to:
- maintain an orderly market in Company shares through a liquidity agreement with an investment services provider that conforms to the AFEI charter recognised by AMF;
- allocate shares to employees or Company representatives;
- use the shares to grant share options to employees or Company Representatives; - retain the shares acquired and use them in swaps or in acquisition agreements; - cancel all or part of the shares acquired.
The Company has not cancelled any shares held under the provisions of the above programme. The special buy-in report is included in section 7.2.
The July 8, 2014 Joint Ordinary and Extraordinary Shareholders’ Meeting held to vote on the financial statements for the period ended March 31, 2014 will be asked to issue a new authorisation.
If authorised by the shareholders, the Management Board may cancel shares and reduce the company's share capital accordingly.
Conditions
Under the new programme shares will be bought in at no more than €130 per share excluding expenses.
The Shareholders’ Meeting on July 8, 2014 will authorise the buy-back of up to 594,000 shares each with a par value of €3.80 (minus the 72,680 treasury shares already owned by the Company at March 31, 2014).
Assumptions used to assess the impact of the share buy-back programme on the financial situation of Laurent-Perrier
Calculations to assess the impact of the buy-back programme on Laurent-Perrier's accounts are based on the consolidated financial statements at March 31, 2014. However, taking into account the 72,680 treasury shares already owned by the Company at March 31, 2014, it is unlikely to acquire all the 594,000 shares that may be repurchased under the buy-back programme.
Shares will be bought and sold on the stock market and/or in block sales.
Financing of share repurchase
The buy-back programme shall be financed with Laurent-Perrier’s own funds.
Intention of Laurent-Perrier’s executive officers
The executive officers of Laurent-Perrier do not intend to buy or sell shares under the buy-back programme.
Operations carried out by Laurent-Perrier on its own shares pursuant to article L 225-209 of the French Commercial Code
1. During the financial year, i.e. from 01.04.2013 to 31.03.2014: