PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE COMPENSATION POLICY

Compensation policy 2.8 This section was prepared with the assistance of the Compensation Committee in accordance with the regulations in force, in particular the provisions of Order no. 2020-1142 of 16 September 2020 (hereinafter the “Order”) supplemented by Decree no. 2020-1742 of 20 December 2020. This information also takes into account the provisions of the AFEP-MEDEF Code of Corporate Governance for listed companies. Accordingly, the compensation of the corporate officers is presented as follows: a first subsection presenting the compensation policy for corporate officers, which, pursuant to Article L. 22-10-8 of the French Commercial Code, will be submitted for shareholder approval ( ex ante vote) at the Combined Shareholders’ Meeting of 10 November 2021 in the 11 th resolution concerning the members of the Board of Directors (excluding the Chairman and CEO) and the 10 th resolution concerning the Chairman and CEO; a second subsection containing the information referred to in article L. 22-10-9, I. of the French Commercial Code relating to all compensation paid during, or awarded for, FY21 to the corporate officers (other than the Chairman and CEO) for their duties, which, pursuant to article L. 22-10-34, I. of the French Commercial Code, will be submitted for shareholder approval (global ex post vote) at the Combined Shareholders’ Meeting of 10 November 2021 in the 9 th resolution; a third sub-section containing the information mentioned in Article L. 22-10-9, I. of the French Commercial Code and covering all compensation paid during, or awarded in respect of, FY21 to the Chairman and Chief Executive Officer by virtue of his term of office which, pursuant to Article L. 22-10-34, I. of the French Commercial Code, will be submitted to the shareholders for approval (overall ex-post vote) at the Combined Shareholders’ Meeting of 10 November 2021 in its 9th resolution; this third sub-section also includes the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during, or granted in respect of, FY21 to Mr Alexandre Ricard, Chairman and Chief Executive Officer, and which, pursuant to Article L. 22-10-34, II. of the French Commercial Code, will be submitted to the shareholders for approval (specific ex-post vote) at the Combined Shareholders’ Meeting of 10 November 2021 in its 8 th resolution; and a fourth subsection presenting the overall and additional components of the compensation policy but is not subject to a shareholder vote. for corporate officers The compensation policy for corporate officers is reviewed each year to take into account changes in regulations, market practices and codes of corporate governance, as well as shareholder votes and, where applicable, the opinions expressed at Shareholders’ Meetings. An in-depth analysis is carried out in great detail at the time of reappointment. The current compensation policy was defined by the Board of Directors on 31 August 2021 on the proposal of the Compensation Committee. Pursuant to article L. 22-10-8 of the French Commercial Code, this policy is subject to the approval of the Shareholders’ Meeting each year and upon each major change. In the absence of approval, the previously approved policy continues to apply. Compensation policy 2.8.1

2.8.1.1

General principles

for the determination, review and implementation of the compensation policy for corporate officers

The Board of Directors follows the general guidelines, drawn up within the framework of the recommendations of the AFEP-MEDEF Code, for the determination, review and implementation of its compensation policy. It thus ensures that this compensation policy is consistent with the principles of compliance, comparability, competitiveness, comprehensiveness, motivation, performance, intelligibility of the rules and measurement. Compliance In its analysis and proposals to the Board of Directors, the Compensation Committee is particularly careful to follow the recommendations of the AFEP-MEDEF Code, which the Company uses as reference. Compliance with the corporate interest and relationship to strategy The compensation policy adopted by the Board of Directors includes incentives that reflect the Group’s strategy of long-term profitable growth through responsible actions and compliance with the interests of the Company and its shareholders, both in terms of the correlation of compensation with the Company’s short- and long-term performance and in terms of the policy of giving the executive a share of the capital and the associated share of risk. This compensation policy, which reflects the interests of the Company, is part of its business strategy and helps secure the Group's long-term future. The performance conditions of the compensation policy for corporate officers are directly linked to the Group’s performance metrics. Thus, the compensation policy of corporate officers: reinforces the alignment of the interests of the Executive Director with the Company’s corporate interest insofar as it is in line with and supports the Company’s strategy; and contributes to the Company’s sustainability thanks in particular to its long-term compensation policy and its loyalty-building effects as well as its incentives for sustainable performance. Comparability and competitiveness Compensation is based on the responsibilities assumed, the tasks performed, results obtained and market practices. Studies are regularly conducted with the assistance of consulting firms to measure compensation levels and structures in relation to panels of comparable companies (in terms of both size and scope). Comprehensiveness and balance Compensation components and other benefits are analysed individually and as a whole in order to achieve the best balance between fixed and variable, individual and collective, short- and long-term compensation. Coherence The Compensation Committee ensures that the compensation policy for the Executive Director is consistent with the compensation policy for the Group’s employees, and in particular that of the members of the Executive Committee.

63

PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021