PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE COMPENSATION POLICY

The number of performance shares that will ultimately be granted will be determined based on the ratios of achievement of the Group’s profit from recurring operations, adjusted for currency effects and changes in the scope of consolidation as compared with the Group’s budgeted profit from recurring operations over three consecutive financial years (FY21, FY22 and FY23). The number of performance shares is determined according to the following conditions: if the average level of achievement is 0.95 or below: no performance shares will vest; if the average level of achievement is between 0.95 and 1: the number of performance shares that vest is determined by applying the percentage of linear progression between 0 and 100%; and if the average level of achievement is 1 or more: 100% of the performance shares will vest. Performance shares allocated to all beneficiaries have a four-year vesting period, without a lock-in period. In addition, beneficiaries must still be part of the Group on the vesting date, except in the case of retirement, death or invalidity.

ALLOCATION OF PERFORMANCE-BASED SHARES WITH AN EXTERNAL PERFORMANCE CONDITION

At its meeting of 27 November 2020, the Board of Directors granted 7,689 performance shares with an external performance condition (excluding shares related to the supplementary pension scheme). All of the performance shares under the plan are subject to internal and external performance conditions and will vest from November 2024 based on the positioning of the overall performance of Pernod Ricard share compared to the overall performance of a Panel of 12 comparable companies (see above). This external condition will be assessed over a period of three years following the allocation of the plan, i.e. from 27 November 2020 to 27 November 2023 inclusive. The final volumes will be determined at the end of the external condition evaluation period in accordance with subsection “Allocation of stock options”. ALLOCATION OF PERFORMANCE-BASED SHARES WITH INTERNAL CONDITION A total of 262,530 performance shares (excluding shares related to the supplementary pension scheme) were awarded by the Board of Directors at its meeting of 27 November 2020, all subject to the internal performance condition described below.

History of allocations of stock options – Situation at 30 June 2021 (Table 8 AMF nomenclature)

LTIP 2015 LTIP 2016 LTIP 2017 LTIP 2018 LTIP 2019 LTIP 2020

Plan number

27B

28B

29B

30B

31B

32B

Date of authorisation by Shareholders’ Meeting

06.11.2015 06.11.2015 06.11.2015 06.11.2015 08.11.2019 08.11.2019

Date of Board of Directors’ meeting

06.11.2015 17.11.2016 09.11.2017 21.11.2018 08.11.2019 27.11.2020

Type of options

Purchase Purchase Purchase Purchase Purchase Purchase

Total number of options that can be subscribed or purchased

278,575 150,008 124,050 109,492

131,864

136,711

Of which by corporate officers of Pernod Ricard SA

28,200 39,445

32,050 32,006

28,831

29,891

Of which by Mr Alexandre Ricard

20,700

31,400 25,050

26,143

22,545

23,374

Of which by Mr César Giron

7,500

8,045

7,000

5,863

6,286

6,517

Commencement date for exercise of options

07.11.2019 18.11.2020 10.11.2021 22.11.2022 09.11.2023 28.11.2024

Expiry date

06.11.2023 17.11.2024 09.11.2025 21.11.2026 08.11.2027 27.11.2028

Subscription or purchase price (€) (1)

102.80

105.81

126.53

137.78

162.79

154.11

Number of shares subscribed or purchased

113,332

41,953

-

-

-

-

Total number of stock options cancelled or lapsed (2)

96,068

32,183

46,797

5,863

6,286

-

Of which those of Mr Alexandre Ricard

7,038

5,338

8,517

-

-

-

Of which those of Mr César Giron

2,550

1,368

2,380

-

-

-

Subscription or purchase options remaining

69,175

75,872

77,253

103,629

125,578

136,711

N/A: not applicable. The purchase price of the shares by the beneficiaries corresponds to the average of the closing prices recorded during the 20 trading sessions preceding (1) the day on which the options were granted. Options cancelled after the beneficiaries failed to meet the continuous service and/or performance conditions. During FY21, 39,797 stock options granted (2) under the 09.11.2017 plan were cancelled in application of the external performance condition (66% of the amounts initially awarded). As of 30 June 2021, there were 588,218 stock purchase options outstanding, representing approximately 0.22% of the Company’s share capital. All these options are “in the money” (closing price of the Pernod Ricard share on 30 June 2021 at €187.02). At present, there are no Pernod Ricard “subscription” stock options in circulation.

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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021