PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Compensation policy

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 annual fixed compensation, which may not be higher than those of the Chairman & CEO. Where a new Director is appointed, the components of the compensation and the policy and criteria set out in the Compensation Policy for Corporate Officers shall also apply to that Director on a pro-rata basis. The Board of Directors, on the recommendation of the Compensation Committee, shall then, by adapting them to the situation of the interested party, determine the targets, performance levels, parameters, structure and maximum percentages compared to their annual fixed compensation, which may not be higher than those of the other Corporate Officers. 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. Compensation policy for members 2.8.1.2 of the Board of Directors (13 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 DIRECTORS’ COMPENSATION FOR FY20 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, and the Nominations, Governance and CSR Committee. The Chairman of the Audit Committee receives an additional sum of €14,000, while the Chairwomen of the Compensation Committee and the Nominations, Governance and 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 in respect of Directors’ fees for their attendance at meetings of the Board of Directors and, as appropriate, those of the Board of Directors’ Committee(s) 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 8 November 2019, total compensation of €1,118,083 was paid to Directors in FY20, in accordance with the rules set out above. For FY21, no change will be made to the amount and allocation of the budget applied for FY20. Compensation policy for the Chairman 2.8.1.3 & CEO (12 th  resolution) Presented below, in accordance with article L. 225-37-2 of the French Commercial Code, is the report of the Board of Directors on the compensation policy for the Chairman and CEO (hereinafter the “Executive Director”), which will be submitted to shareholders for their approval. Accordingly, the Shareholders’ Meeting of 27 November 2020 (in its 12 th  resolution appearing in Section 8 “Combined Shareholders’ Meeting” of this universal registration document) will be asked to approve the following elements of the compensation policy of the Executive Director. This report was prepared under the supervision of the Compensation Committee and makes no substantial changes to the compensation policy previously approved by 94.63% of the shareholders at the Shareholders’ Meeting of 8 November 2019. Compensation structure The structure of the Executive Director’s compensation consists mainly of: cash compensation comprising a fixed portion and an annual variable — portion directly related to his or her individual performance and contribution to the Group’s performance; and capital compensation in the form of an allocation of shares whose — vesting is subject to the achievement of performance conditions in line with shareholders’ interests. This compensation structure is consistent with that offered to the Group’s senior executives. Each of the compensation component is complementary and meets different objectives. The components of the compensation structure are balanced and are allocated as follows: 60/40 between cash compensation and share-based compensation; — 60/40 between fixed compensation and annual variable and — long-term compensation; 75/25 between performance-based compensation and — non-performance-based compensation. Fixed annual compensation The fixed portion of the compensation of the Executive Director is determined based on: the level and complexity of their responsibilities; — their experience and their career history, particularly within — the Group; his/her individual performance; and — market analyses for comparable functions. —

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Pernod Ricard Universal Registration Document 2019-2020