CUSIP No. 48138M105
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13D
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pernod Ricard S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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FRANCE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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12,851,169
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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12,851,169
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,851,169
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.20%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 48138M105
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Pernod Ricard Deutschland GmbH
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
||
(b)
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☒
|
||||
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|
||||
3
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SEC USE ONLY
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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GERMANY
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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||||
8
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SHARED VOTING POWER
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12,851,169
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0 |
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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12,851,169
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
12,851,169
|
|
|
|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.20%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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i. |
Pernod Ricard S.A (“Pernod France”); and
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ii. |
Pernod Ricard Deutschland GmbH (“Pernod Germany”) (the entities listed in subparagraphs (i)
and (ii) are jointly referred to herein as the “Reporting Persons” and each individually as a “Reporting
Person”)
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to Be Filed as Exhibits
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Joint Filing Agreement, dated April 25, 2019.
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99.2
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Investment Agreement, dated as of December 18, 2018, by and among the Issuer,
its then-existing shareholders and Pernod Ricard Deutschland GmbH (incorporated by reference to Exhibit 10.1 to the Form F-1 Registration Statement filed by the Issuer on March 12, 2019).
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99.3
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Shareholders Agreement, dated as of December 18, 2018, by and among the
Issuer, its then-existing shareholders and Pernod Ricard Deutschland GmbH (incorporated by reference to Exhibit 10.2 to the Form F-1 Registration Statement filed by the Issuer on March 12, 2019).
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Date: April 25, 2019
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PERNOD RICARD S.A.
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By:
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/s/ Antoine Brocas
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Name:
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Antoine Brocas
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Title:
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Group Corporate Affairs Director
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Date: April 25, 2019
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PERNOD RICARD DEUTSCHLAND GMBH
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By:
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/s/ Timothy Paech
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Name:
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Timothy Paech
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Title:
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Managing Director (Geschäftsführer)
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Name and Business Address
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Country of Citizenship
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Capacity in which serves the Reporting Persons
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Principal Occupation
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Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
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Alexandre Bernard Cyrus Ricard
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French
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Chairman & Chief Executive Officer
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Chairman & Chief Executive Officer
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Hélène de Tissot
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French
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Managing Director in charge of Finance, IT and Operations
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Managing Director in charge of Finance, IT and Operations
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Christian Porta
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French
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Managing Director, Global Business Development
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Managing Director, Global Business Development
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Amanda Hamilton-Stanley
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British
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General Counsel
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General Counsel
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Cédric Ramat
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French
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EVP, Human Resources Sustainability & Responsibility
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EVP, Human Resources Sustainability & Responsibility
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Stéphane Emery
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French
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Director representing the employee
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Head of Brands and Communication of Ricard (in Paris)
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Maria Jesus Carrasco Lopez
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Spanish
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Director representing the employee
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Trade marketing specialist
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Paul-Charles Jacques Ricard
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French
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Permanent Representative of Société Paul Ricard, member of the Board of Directors
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Group Innovation Manager
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Martell Mumm Perrier-Jouët 112 avenue Kléber 75116 Paris, France
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Name and Business Address
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Country of Citizenship
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Capacity in which serves the Reporting Persons
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Principal Occupation
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Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
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Pierre Charles Pringuet
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French
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Director
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Director
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Nicole Bouton
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French
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Independent Director
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Chairman of the Strategic Committee of Friedland Gestion
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Friedland Gestion 4 rue de la Paix 75002 Paris, France
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Wolfgang Colberg
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German
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Independent Director
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Industrial Partner of CVC Capital Partners
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CVC Capital Partners WestendDuo, Bockenheimer Landstrasse 24 60323 Frankfurt am Main Germany
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César Giron
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French
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Chairman & CEO of Martell Mumm Perrier-Jouët
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Chairman & CEO of Martell Mumm Perrier-Jouët
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Martell Mumm Perrier-Jouët 112 avenue Kléber 75116 Paris, France
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Martina Gonzalez-Gallarza
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Spanish
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Director
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Full Professor in Marketing at the Catholic University of Valencia
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Ian Luc Henri Jean Gallienne
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French
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Independent Director
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Managing Director of Groupe Bruxelles Lambert
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Groupe Bruxelles Lambert 24 Avenue Marnix BE 1000 Brussels, Belgium
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Gilles Samyn
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Belgian and French
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Independent Director
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Managing Director of Groupe Frère Bourgeois
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CNP Rue de la Blanche Borne 12 B-6280 Loverval, Belgium
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Veronica Vargas
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Spanish
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Director
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Permanent representative of Rigivar SL
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Kory Sorenson
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British
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Independent Director
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Director and Chairwoman of the Audit Committee of SCOR SE
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Anne Lange
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French
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Independent Director
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Co-Founder and CEO of Mentis
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Name and Business Address
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Country of Citizenship
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Capacity in which serves the Reporting Persons
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Principal Occupation
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Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
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Patricia Barbizet
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French
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Lead Independent Director
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Chairwoman of the Supervisory Board of Investissements d’Avenir.
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Pernod Ricard, 12 place des Etats-Unis 75116 Paris, France
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Name and Business Address
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Country of Citizenship
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Capacity in which serves the Reporting Persons
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Principal Occupation
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Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
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Timothy Paech
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Australia
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Managing Director (Geschäftsführer)
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Managing Director / CEO
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Romain Benoist
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France
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Managing Director (Geschäftsführer)
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Finance & Administration Director
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Thomas Drossé
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Germany
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Managing Director (Geschäftsführer)
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Sales Director
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Benjamin Franke
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Germany
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Officer with Statutory Authority (Prokurist)
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Marketing Director
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Wolf Geiling-Rasmus
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Germany
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Officer with Statutory Authority (Prokurist)
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Head of Key Account
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Name and Business Address
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Country of Citizenship
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Capacity in which serves the Reporting Persons
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Principal Occupation
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Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
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Sandra Heitmann
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Germany
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Officer with Statutory Authority (Prokurist)
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Business Development & Solutions Director
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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Christin Kohnke
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Germany
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Officer with Statutory Authority (Prokurist)
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HR Director
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Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany
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