PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE

the annual compensation will still consist of (i) a fixed portion for the ● members of the Board of Directors plus, where applicable, a fixed fee when a Director is a member of one or more Committees and (ii) a variable portion of €4,000 per meeting of the Board or Committee; and the allocation approved by the Board of Directors on 24 July 2018, on ● the proposal of the Compensation Committee, should remain unchanged for a period of five years (except in the event of exceptional circumstances justifying a review as appropriate). Subject to the approval of the new amount by the Shareholders’ Meeting of 21 November 2018, the following allocation would be applicable: fixed portion for any member of the Board of Directors: €20,000 plus, ● as applicable: a fixed fee for any Director belonging to the Nominations, ● Governance and CSR Committee and/or the Compensation Committee and/or the Strategic Committee: €5,000, and/or a fixed fee for any Director belonging to the Audit Committee: ● €6,000, and an additional sum (in addition to the fixed fee as a member of the ● said Committee) for the Chairman of the Nominations, Governance and CSR Committee and/or Chairman of the Compensation Committee: €8,500, and/or

an additional sum (in addition to the fixed fee as a member of the ● said Committee) for the Chairman of the Audit Committee: €14,000; a variable portion of €4,000 per meeting of the Board or a ● Committee; additional fee for the Vice-Chairman: €40,000; ● distance premium of €1,500 per meeting (taking into account the ● constraints of distance on attendance at Board and Committee meetings for Directors who are not French tax residents); annual lump sum of €15,000 paid to the Director representing the ● employees for his or her attendance at the meetings of the Board of Directors and, as the case may be, of the Committees of which he or she is a member; and no Directors' fees will be paid to the Chairman & CEO. ● As a result, and taking the above elements into consideration the Shareholders’ Meeting of 21 November 2018 will be asked to approve an amount of €1,250,000 (compared with €970,000 last year), which will give the Board the flexibility needed to hold additional meetings of the Board of Directors and/or the Committees, to anticipate the appointment of any additional Directors, to maintain the attractiveness of the Board of Directors and to align the Company’s practices with those of other CAC 40 companies.

Table of Directors’ fees and other compensation (in euros) received by Corporate officers (Table 3 AMF nomenclature)

Amounts paid in FY18

Members of the Board Ms Nicole Bouton Mr Wolfgang Colberg

Amounts paid in FY17

83,500 113,500 87,000 69,500 44,500 68,000 113,500 39,500 78,500 97,500 54,000 15,000 15,000

87,500 113,500 91,000 69,500 54,000 68,000 109,500 43,500 73,000 101,500 54,000

Mr Ian Gallienne Mr César Giron

Ms Martina Gonzalez-Gallarza

Ms Anne Lange (1) Mr Pierre Pringuet

Société Paul Ricard represented by Mr Paul-Charles Ricard (2)

Mr Gilles Samyn Ms Kory Sorenson Ms Veronica Vargas Mr Sylvain Carré (3)

7,500 7,500 7,500

Mr Manousos Charkoftakis (4)

Mr Stéphane Emery (5)

N/A

TOTAL

884,208

887,500

N/A: Not applicable. (1) From 20 July 2016, date of her co-option as a Director to replace Mr Laurent Burelle. (2) Permanent representative of Société Paul Ricard, Director. (3) Until 2 December 2017, date of the end of his term as Director representing the employees. (4) Until 28 November 2017, date of the end of his term as Director representing the employees. (5) From 19 January 2018, date on which he attended his first meeting of the Board of Directors.

Other components of the compensation of Corporate officers performing management or executive roles within the Group In addition to Directors’ fees, Messrs César Giron and Paul-Charles Ricard also received compensation in their respective capacities as

Chairman & CEO of Martell Mumm Perrier-Jouët and Innovation Manager of Martell Mumm Perrier-Jouët.

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018