PERNOD-RICARD - URD 2020-21

____ 8. COMBINED SHAREHOLDERS’ MEETING PRESENTATION OF THE RESOLUTIONS OF THE COMBINED SHAREHOLDERS’ MEETING ON 10 NOVEMBER 2021

The vesting period for the shares would be of at least three years. This authorisation would be valid for a period of 38 months from the date of the Shareholders Meeting. During this period, it would permit the allocation of performance-based shares representing a maximum of 1.5% of the Company's share capital at the date of the Board of Directors' decision to allocate such shares. Moreover, the number of performance-based shares allocated to the Company's Executive Directors shall not exceed 0.08% of the Company's share capital at the date of the Board of Directors’ decision to allocate such shares, which amount would be deducted from the aforementioned ceiling of 1.5% of the Company's share capital. This sub-ceiling has been slightly increased compared to the last authorisation of the Shareholders Meeting to take into account the fact that stock options will no longer be allocated to Executive Directors. Under the 23 rd resolution , the definitive allocation of shares free of charge would be subject to a presence condition but without any performance condition. The Board of Directors wished to have a tool for rewarding, and retaining the Group's talents while at the same time making them interested in the Company's share performance, but also for attracting new talents, thus aligning with market practices in order to remain competitive. Consequently, these allocations would be made: (i) on the occasion of recruitment as part of our policy to attract new talents but also (ii) to reward and retain certain employees. The Company's Executive Directors would not benefit from any allocation within the framework of this authorisation. The members of the Company's Executive Committee would also be excluded from the benefit of any allocation within the framework of this authorisation, except on the occasion of their recruitment in accordance with our policy of attracting new talents. The vesting period for the shares would be of at least three years. This authorisation by the Shareholders Meeting would be valid for a period of 38 months from the date of the Shareholders Meeting. During this period, it could give rise to the allocation of shares free of charge representing a maximum of 0.5% of the Company's share capital at the date of the Board of Directors' decision to allocate such shares. The 24 th and 25 th resolutions propose delegations of authority granted to the Board of Directors by the Shareholders’ Meeting in order to allow the Board of Directors to set up an employee shareholding plan in France and abroad. Such a shareholding plan could be set up in particular to facilitate access to the Company’s share capital for a large number of the Group’s employees and to align their interests with those of shareholders. More precisely, the 24 th resolution allows capital increases reserved for employees and/or Executive Directors who are members of a company savings plan within the Group. The purpose of the 25 th resolution is to allow employees and corporate officers in certain countries outside of France to subscribe to Company shares with similar benefits in terms of economic profile to those offered to employees in the 24 th resolution, in particular, when local legal and/or tax constraints make the implementation of the employee shareholding plan in the context of the 24 th resolution impossible or difficult. It is stated that these delegations of authority allow share capital increases and that they could not be used during a public offering for Company shares.

an internal performance condition related to Corporate Social Responsibility (CSR) based on 4 sub-criteria: Carbon: Implementation of the roadmap to reduce direct CO2 emissions generated by our sites in order to reach Net Zero ambition by 2030; Water: Implementation of the roadmap with the ambition to reduce water consumption in our distilleries by 20% by 2030; Responsible consumption: Pernod Ricard's strategic brands will launch marketing campaigns focusing on responsible drinking, with a goal of increasing each year over the next 5 years; Employees: Target to achieve gender balance in our Top Management (at least 40% of each gender) by 2030. The Board of Directors would determine, at the time of each allocation, the numerical targets to be achieved for each of these 4 criteria. The number of shares that would vest based on the CSR performance condition would be determined as follows: if none of the 4 targets is reached: no shares will be acquired if one target is reached: 25% of the shares will vest if two targets are reached: 50% of the shares will vest if three targets are reached: 75% of shares will vest if four targets are reached: 100% of the shares will vest. It is specified that for the determination of the final number of shares allocated, the internal PRO and CSR performance conditions would be assessed over a period of three consecutive financial years (including the one during which the shares were allocated). an external performance condition linked to the overall performance of the Pernod Ricard share (TSR: total shareholder return) over a period of three years, compared to the overall performance of a panel of 12 peers comprising the following companies: AB InBev, Brown Forman, Campari, Carlsberg, Coca-Cola, Constellation Brands, Danone, Diageo, Heineken, LVMH, PepsiCo and Rémi Cointreau (hereafter the "Panel"): below the median, no shares will be acquired; if equal to the median (7 th position), 66% of the shares will vest; if in 6 th , 5 th , 4 th position, 83% of the shares will vest; and if in 3 rd , 2 nd or 1 st position, 100% of the shares will vest. Thus, for the Company's Executive Directors and members of the Executive Committee, the weighting of each of the three performance criteria would be as follows: 50% of the allocations would be subject to the internal PRO performance condition, 20% would be subject to the internal CSR performance condition and 30% would be subject to the external TSR performance condition. For the other beneficiaries, the weighting would be as follows: 80% of the allocations would be subject to the internal PRO performance condition and 20% would be subject to the internal CSR performance condition. The Board of Directors has decided to align the performance conditions of the Company's Executive Directors and the members of the Executive Committee combining internal and external conditions and by also including a corporate responsibility criterion, taking into account the importance of the Group's roadmap in this area. For other beneficiaries, it also appeared important to introduce a corporate responsibility criterion in addition to the PRO criterion to which they were previously subject.

277

PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021

Made with FlippingBook Ebook Creator