PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE COMPENSATION POLICY

Motivation and performance In its recommendations to the Board of Directors, the Compensation Committee seeks to propose a compensation policy commensurate with the responsibilities of the recipients and in line with the practices of comparable large international corporations, ensuring both a good balance between fixed compensation, variable annual compensation, long-term compensation, and that the policy strengthens the link with performance. Lastly, the variable compensation policy for the Executive Director (determining in particular the criteria for the annual variable portion as well as the performance conditions for long-term profit-sharing plans) is regularly reviewed in line with the Group’s strategic priorities, to ensure it is aligned with the interests of shareholders and incorporates social responsibility criteria. Intelligibility of the rules The Group ensures that the compensation policy is clear and comprehensible and that each of the rules set out in this document is sufficiently explicit for everyone to understand. Measurement The Group takes into account the corporate interests, market practices, and performance of senior executives and stakeholders when determining its compensation policy. Implementation On the recommendation of the Compensation Committee, the Board of Directors ensures that the policy is applied in accordance with the rules approved by the Shareholders’ Meeting. The Group works to ensure that the compensation system is coherent and that payment of employees is fair. Governance The determination, review and implementation of compensation policies for Corporate Officers are established by the Board of Directors, on the recommendation of the Compensation Committee, and then submitted to the Shareholders’ Meeting. The Compensation Committee ensures the strict application of all of those policies in accordance with the above-mentioned principles. Conflicts of interest The Compensation Committee is composed of four members, three of whom are independent and one who represents the employees. The Board of Directors and the Compensation Committee ensure the prevention and management of any conflicts of interest that may arise in this decision-making process. As a result, the Chairman & CEO refrains from taking part in deliberations and voting on policies that concern him. In accordance with the provisions of the AFEP-MEDEF Code, an independent Director is a non-executive Corporate Officer of the Company or its Group and has no special ties with them. Potential change of governance Where a new Chairman and CEO, a new Chief Executive Officer or new Deputy Chief Executive Officer(s) is appointed, the components of the compensation and the policy and criteria set out in the Compensation policy for the Chairman and CEO shall also apply to them on a pro rata basis. The Board of Directors, on the recommendation of the Compensation Committee, shall then, by means of adaptation to the situations of the interested parties, determine the objectives, performance levels, parameters, structure and maximum percentages compared to their fixed annual compensation, which may not be higher than those of the Chairman and CEO.

Furthermore, as regards the annual variable compensation policy, in the event of the arrival of a new Executive Director during the second half of a financial year, the Board of Directors will conduct a performance assessment at its discretion based on a proposal from the Compensation Committee and, in that case, the new Director will receive as variable compensation the prorated amount of the variable portion approved by the shareholders. Similarly, if a new Director is appointed, the elements of compensation, principles and criteria provided for in the Compensation Policy for Corporate Officers would also apply to him/her on a pro rata basis. Compensation policy for Directors 2.8.1.2 (11 th resolution) The conditions governing Directors’ compensation within the total annual amount of corporate officer compensation authorised by the Shareholders’ Meeting are determined by the Board of Directors on the basis of a recommendation from the Compensation Committee. Arrangements for allocating the compensation budget for FY21 Directors’ annual compensation comprises a fixed portion set at €20,000, with an additional €6,000 for members of the Audit Committee and €5,000 for members of the Strategic Committee, the Compensation Committee, the Nominations and Governance Committee, and the CSR Committee. The Chairman of the Audit Committee receives an additional sum of €14,000, while the Chairwomen of the Compensation Committee, the Nominations and Governance Committee, and the CSR Committee each receive an additional €8,500. The Lead Independent Director receives additional annual compensation of €40,000. Directors are also eligible for a variable portion, calculated on the basis of their attendance at Board and Committee meetings. The variable portion is €4,000 per meeting. Furthermore, in order to take account of distance constraints, an additional premium of €1,500 is paid to Directors who are not French tax residents, when they attend Board and/or Committee meetings. Directors who take part in Board meetings by video conference or conference call are not eligible for this additional amount. As compensation, the Directors representing the employees receive a fixed annual payment of €15,000 for their attendance at meetings of the Board of Directors and, as appropriate, those of the Board of Directors’ Committees of which they are members. The Chairman and CEO does not receive compensation in respect of his office as a Director. Of the €1,250,000 allocated by the Shareholders’ Meeting of 27 November 2020, total compensation of €1,007,292 was paid to Directors in FY21, in accordance with the rules set out above. For FY22, no change will be made to the amount and allocation of the budget applied for the previous financial year.

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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021