PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Composition of the Board of Directors

During the annual Directors’ independence review, and as in the previous financial year, the Nominations, Governance and CSR 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, it being specified that, at the date of this Report, Mr Gilles Samyn no longer occupies a position in the GBL Group. 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, Governance and CSR 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; and Mr Ian Gallienne does not chair any of the Board Committees and is — not a member of the Nominations, Governance and CSR Committee. The Nominations, Governance and CSR 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 Mr Ian Gallienne’s freedom of judgement; GBL’s capital entry was made independently of any agreement with — Pernod Ricard or the Ricard family; given the composition of Pernod Ricard’s share capital, — which includes shareholders with a larger equity stake, GBL is not the dominant shareholder; 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, Governance and CSR Committee and the Board of Directors considered that Mr Ian Gallienne fully met 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 recalled above, the Board of Directors’ meeting held on 22 July 2020, following the recommendation of the Nominations, Governance and

CSR Committee, confirmed that eight out of 12 Board members (excluding the Directors representing the employees) are deemed to be independent: Ms Patricia Barbizet, Ms Esther Berrozpe Galindo, Ms Anne Lange and Ms Kory Sorenson and Messrs Wolfgang Colberg, Ian Gallienne, Gilles Samyn and Philippe Petitcolin, representing more than half of the Board of Directors (66.66%), as required by the AFEP-MEDEF Code. Succession plan 2.5.4 The Nominations, Governance and CSR 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). — The Nominations, Governance and CSR Committee favours close collaboration with General 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, Governance and CSR Committee works closely with the Board of Directors on this subject, and is particularly vigilant in maintaining the confidentiality of this information. Directors’ Code of Conduct 2.5.5  Article 5 of the Internal Regulations, adopted by the Board of Directors on 17 December 2002, most recently amended on 8 August 2019, and article 16 of the bylaws 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 Conduct to prevent insider trading and misconduct in compliance with new legal undertakings. This Code was updated on 3 January 2019 to comply with European regulations on market abuse. 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 forty-five days prior to the publication of the full-year results, the thirty days prior to the publication of the half-year results and the fifteen 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 Conduct states that they must seek the advice of the Ethics Committee before making any transactions involving the Company’s shares or any related financial instrument.

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Pernod Ricard Universal Registration Document 2019-2020

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