PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE COMPOSITION OF THE BOARD OF DIRECTORS

Criterion

Qualification selected by the Board

Name

1

2

3

4

5

6

7

8

Executive Director Alexandre Ricard Chairman and CEO

X

X

X

N/A

Non-independent

Directors considered as independent by the Board Patricia Barbizet X X X

X

X

X

N/A

X

Independent

Virginie Fauvel

X

X

X

X

X

X

N/A

X

Independent

Ian Gallienne

X

X

X

X

X

X

N/A

X

Independent*

Anne Lange

X

X

X

X

X

X

N/A

X

Independent

Philippe Petitcolin

X

X

X

X

X

X

N/A

X

Independent

Kory Sorenson

X

X

X

X

X

X

N/A

X

Independent

Directors Wolfgang Colberg

X

X

X

X

X

N/A

X Non-Independent

César Giron

X

X

X

N/A

Non-independent

Société Paul Ricard (Represented by Paul-Charles Ricard)

X

X

X

N/A

Non-independent

Veronica Vargas

X

X

X

X

N/A

Non-independent

Directors representing the employees**

Representing the employees Representing the employees

Maria Jesus Carrasco Lopez

N/A

Stéphane Emery

N/A

means the Director fulfils the independence criterion concerned. X Given the passive crossing of the 10% voting rights threshold by GBL in February 2017 by virtue of automatic acquisition of double voting rights, the * Nominations and Governance Committee and the Board of Directors have examined this specific independence criterion and, in order to qualify Mr Ian Gallienne as an Independent Director, they have established that GBL does not participate in the control of Pernod Ricard and does not intend to do so, that GBL has no relation with any other shareholder or the Ricard family, the Group’s reference shareholder, and that there is no potential conflict of interest situation that could compromise his freedom of judgement. In accordance with the AFEP-MEDEF Code, the Directors representing the employees are not taken into account when determining the independence ** percentage of the Board of Directors.

During the annual Directors’ independence review, and as in the previous financial year, the Nominations and Governance Committee and the Board of Directors raised the question of the independence of Mr Ian Gallienne, a Director with ties to GBL, given the passive crossing of the 10% voting rights threshold by GBL in February 2017 by virtue of the automatic acquisition of double voting rights. Please note that Mr Ian Gallienne’s experience in finance as well as his in-depth knowledge of the Group are an asset to the Board of Directors of Pernod Ricard. According to the AFEP-MEDEF Code, Directors representing major shareholders of the Company may be considered as being independent, provided that these shareholders do not take part in the control of the Company (criterion 8). At each crossing of a threshold of 10% of share capital or voting rights, the Board of Directors, on the recommendation of the Nominations and Governance Committee, is required to systematically review a Director’s independence in the light of the composition of the Company’s share capital and the existence of a potential conflict of interest.

Accordingly, it has been established that GBL does not participate in the control of Pernod Ricard and does not intend to do so as stated in the notification of threshold crossing published by the AMF on 23 February 2017: GBL has no relation with any other shareholder or the Ricard family, the Group’s reference shareholder; Mr Ian Gallienne does not chair any of the Board Committees and is not a member of the Nominations and Governance Committee; and GBL does not intend to ask for the appointment of other Directors. The Nominations and Governance Committee and the Board of Directors also noted the absence of conflicts of interest, since: there is no significant business relationship between GBL and Pernod Ricard or its Group that could create a situation of conflict of interest and which could compromise his freedom of judgement; GBL’s capital entry was made independently of any agreement with Pernod Ricard or the Ricard family; GBL has the reputation of being a diligent and demanding investor whose interests are aligned with those of all shareholders;

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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021