PERNOD-RICARD - Notice of meeting 2021

2. ___ BOARD OF DIRECTORS

Nominations and Governance Committee

3 Directors

100%

67%

Attendance rate

Independence rate

Main activities in FY21

In FY21, the main activities of the Nominations and Governance Committee included: a review and recommendations to the Board of Directors on its composition and its Committees (appointments, renewals of mandates); annual review of the Board members’ independence (questionnaires sent to each Director, study of the significance of disclosed business relationships, specific criteria related to the passive crossing of the 10% voting rights threshold); annual review of the Group’s Talent Management policy and presentation of the succession plan for the Group Top Management; annual review of Pernod Ricard SA diversity policy and professional and salary equity; monitoring and reporting of the triennial formalised evaluation of the operation of the Board of Directors and its Committees; and proposals to improve the operations of the Board of Directors and its Committees.

Compensation Committee

4 Directors (including 1 Director representing the employees) (1)

96.43%

100%

Attendance rate

Independence rate

Main activities in FY21

Further details of the work of the Compensation Committee are provided in section 2.8 “Compensation policy” of the FY21 universal registration document. During FY21, the members of the Compensation Committee were in particular asked to study the rules of governance and market practices concerning the compensation of Executive Directors including a specific analysis of the impact of the Covid-19 pandemic on the compensation of the Executive Director, as well as to review Pernod Ricard’s long-term incentive policy with a view to renewing the related resolutions at the Annual General Meeting of Shareholders on 10 November 2021, at which the introduction of a CSR criteria will, in particular, be proposed. Finally, the Committee members oversaw the Group’s plan to eliminate any gender pay gap.

In accordance with the AFEP-MEDEF Code, Directors representing the employees are not taken into account when determining the percentage of Independent (1) Directors on the Board of Directors and its Committees.

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NOTICE OF MEETING 2021