PERNOD-RICARD - URD 2021-22 EN

2. Corporate governance Composition of the Board of Directors

The Nominations and Governance Committee favours close collaboration with Senior Management in order to ensure overall consistency of the succession plan and to ensure a continuity in the key positions. In order to ensure the optimal development of the succession plan for the governing bodies and to meet the Company’s strategic ambitions, a regular assessment of potential candidates, their careers and developments is carried out with the assistance of an independent firm. In addition, the Nominations and Governance Committee works closely with the Board of Directors on this subject, and is particularly vigilant in maintaining the confidentiality of this information. 2.5.7 Article 5 of the Internal Regulations (1) , adopted by the Board of Directors on 17 December 2002, most recently amended on 21 April 2021, and article 16 of the articles of association (2) stipulate the rules of conduct that apply to Directors and their permanent representatives. Each Director acknowledges that he/she has read and understood these undertakings prior to accepting the office. The Internal Regulations also outline the various rules in force with regard to the conditions for trading in the Company’s shares on the stock market and the notification and publication requirements relating thereto. Moreover, the Board of Directors’ meeting of 16 February 2011 adopted a Code of Ethics to prevent insider trading and misconduct in compliance with legal undertakings, to comply with European regulations on market abuse. This Code was updated on 31 August 2022. Directors, as well as any person attending meetings of the Board and its Committees, have access to sensitive information concerning the Company. As such, they are bound by a strict obligation of confidentiality. Consequently, they must take all necessary measures to preserve the confidentiality of this information. As the Directors have sensitive information on a regular basis, they must refrain from using this information to buy or sell shares of the Company and from carrying out transactions involving Pernod Ricard’s shares or any related financial instruments in the 45 days prior to the publication of the full-year results, the 30 days prior to the publication of the half-year results and the 15 days prior to the publication of quarterly net sales. This period is extended to the day after the announcement when it is made after the close of the markets (5.30pm, Paris time) and to the day of the announcement when it is made before the opening of the markets (9.00am, Paris time). In addition, the Code of Ethics states that they must seek the opinion of the Trading Committee, formerly called the Ethics Committee, before making any transactions involving the Company’s shares or any related financial instrument. Directors’ Code of Ethics

The Nominations and Governance Committee and the Board of Directors also noted the absence of conflicts of interest, since: crossing the threshold of 10% of voting rights is not likely to create a conflict of interest; there is no significant business relationship between GBL and Pernod Ricard or its Group that could create a conflict of interest that 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; there is no agreement between GBL and Pernod Ricard or the Ricard family relating to the presence of Mr Ian Gallienne or one or more GBL representatives on the Board of Directors. The presence of Mr Ian Gallienne is justified by his experience and his judgement, which are beneficial to the Board of Directors; and Mr Ian Gallienne is not in a position to impose his view on the Board of Directors, which has 14 members (including the Directors representing the employees). Thus, these elements demonstrate freedom of judgement and an absence of an actual or potential conflict of interest. In addition, it should be noted that there is no new element likely to call into question the qualification of independent retained in the past. Given these facts, the Nominations and Governance Committee and the Board of Directors considered that Mr Ian Gallienne fully meets the “specific” independence criteria linked to the crossing of the threshold of 10% in share capital or voting rights. After consideration and review of the AFEP-MEDEF Code criteria mentioned above, the Board of Directors’ meeting held on 20 July 2022, in accordance with the recommendation of the Nominations and Governance Committee, confirmed that seven out of the 12 Directors comprising the Board of Directors (excluding the Directors representing the employees) are deemed to be independent: Ms Patricia Barbizet, Ms Virginie Fauvel, Ms Anne Lange, Ms Kory Sorenson and Ms Namita Shah, and Mr Ian Gallienne and Mr Philippe Petitcolin, representing more than half of the Board of Directors (58.3%), as required by the AFEP-MEDEF Code. 2.5.6 The Nominations and Governance Committee, at the initiative of its Chairwoman, Lead Independent Director of the Board, periodically reviews the Group’s succession plan. This allows her to establish and update a succession plan covering several time horizons: short term: unexpected succession (resignation, incapacity, death); medium term: accelerated succession (poor performance, lack of management); and long term: planned succession (retirement, end of the term of office). Succession plan

The Internal Regulations can be consulted on the Company’s website (www.pernod-ricard.com). They may be reviewed at any time by the Board of Directors. (1) The articles of association may be consulted on the Company’s website (www.pernod-ricard.com). (2)

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Pernod Ricard Universal Registration Document 2021-2022