PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Compensation policy

In regularly reviewing the various aspects of compensation, the members of the Compensation Committee pay particular attention to ensuring that the policy applied to the Group’s Executive Director is consistent with the policy applied to the members of the Group’s Senior Management both in France and internationally. The compensation of the members of the Executive Board (excluding the Chairman and CEO), which is set by General Management, comprises a fixed annual portion, plus a variable portion representing an attractive incentive, for which the criteria are largely based on the Group’s financial performance, as is the case for the Executive Director. Qualitative criteria to evaluate individual performance are also applied to this variable financial portion. The Chairmen of the Group’s direct affiliates, who are members of the Executive Committee, also receive compensation comprising a fixed portion, which is set in proportion to individual responsibilities, plus a variable portion, for which the quantitative criteria depend firstly on the financial performance of the entity they manage and secondly on the Group’s results, with a view to strengthening solidarity and collegiality. The Chairmen are also evaluated using individual qualitative criteria.

The same performance indicators thus apply to the key players in the Group’s business development, through the structure of and the method for evaluating the variable portion of their annual compensation. For a number of years, all members of the Executive Committee, including the Chairman and CEO, have also been evaluated on the basis of their employee development and management performance and the implementation of Sustainability & Responsibility (S&R) projects. The total amount of fixed compensation awarded to the members of the Executive Committee, including the Executive Director, amounted to €7.7 million for FY20 (unchanged from FY19). In addition to this, variable compensation (relating to FY19) of €7.1 million was paid (compared with €6.5 million in FY19). The total recurring expense in respect of pension commitments for members of the Executive Committee, including the Executive Director, was €4.8 million in the financial statements for the year ended 30 June 2020 (compared with €5 million as at 30 June 2019).

Summary of transactions involving Pernod Ricard shares made 2.8.5 by corporate officers in FY20 (article 223-26 of the AMF General Regulation)

Amount of transaction (€)

Financial instrument

Type of transaction

Price (€) 102.80 165.60 165.60 170.45 162.20 179.35 165.60

First name, surname, Company name

Title

Date

Mr Alexandre Ricard

Chairman and CEO

Call options Exercise of stock options

07.11.2019

1,404,454

Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares

Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Acquisition Disposal

07.11.2019 07.11.2019 18.11.2019 16.12.2019 04.09.2019 07.11.2019 17.12.2019 05.11.2019 21.10.2019 21.10.2019 21.10.2019 21.10.2019 28.02.2020

601,128

496,800

1,532,346

Ms Esther Berrozpe Galindo

Director Director

8,110

Mr César Giron

779,814

356,040

Mr Philippe Petitcolin Ms Veronica Vargas Société Paul Ricard

Director Director Director

160.6470 162.5000 158.8556 158.8375 158.7665

49,801

203,125

14,513,365 2,586,986 3,097,376 2,802,227

158.8114

Transfer of stock put options

Transfer of stock put options

4.76

429,447

Rigivar SL

Corporate Entity, Paul Ricard concert party

Shares

Acquisition

25.10.2019

158.55

57,078

75

Pernod Ricard Universal Registration Document 2019-2020

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