PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Share buyback programme

Share buyback programme 2.10 The following paragraphs include the information that must be included in the Board of Directors’ report pursuant to article L. 225-211 of the French Commercial Code and that relates to the description of the share buyback programme in accordance with article 241-2 of the French Financial Markets Authority (AMF) General Regulation. Transactions performed by the Company on its own shares during FY20 (1 July 2019 – 30 June 2020)

Authorisations granted to the Board of Directors During the Combined Shareholders’ Meeting of 21 November 2018, the Company’s shareholders authorised the Board of Directors to buy or sell the Company’s shares for a period of 18 months as part of the implementation of a share buyback programme. The maximum purchase price was set at €240 per share and the Company was not authorised to purchase any more than 10% of the shares making up the Company’s capital; additionally, the number of shares held by the Company could not, at any time, exceed 10% of the shares comprising the Company’s capital. Furthermore, the Combined Shareholders’ Meeting of 8 November 2019 authorised the Board of Directors to trade in the Company’s shares under the same conditions and at a maximum purchase price set at €260 per share, for a period of 18 months. This authorisation cancelled the authorisation granted by the Shareholders’ Meeting of 21 November 2018 with effect from 8 November 2019, for the portion which remained unused.

Pursuant to these authorisations, the liquidity agreement compliant with the AMAFI Code of Conduct and entered into with Rothschild & Cie Banque with effect from 1 June 2012 was renewed on 1 June 2020 for a period of one year. The funds initially allocated to the liquidity account amount to €5,000,000. The authorisation granted by the Shareholders’ Meeting of 8 November 2019, which remains in force at the date this document was filed, will expire on 7 May 2021. The Shareholders’ Meeting of 27 November 2020 will be called upon to authorise the Board of Directors to trade in the Company’s shares under a new share buyback programme described below, under “Details of the new programme to be submitted for authorisation to the Combined Shareholders’ Meeting of 27 November 2020”.

Position on 30.06.2015 % of direct and indirect treasury shares

1.79%

Number of shares held

4,747,588

Number of shares cancelled in the last 24 months

None

Nominal value

7,358,761

Gross carrying amount

€668,439,559.78

Portfolio market value*

€664,899,699

Based on the closing price at 30.06.2020, i.e. €140.05. *

Summary of transactions performed by the Company on its own shares during FY20 The following table details the transactions performed by the Company on treasury shares within the scope of the share buyback programme during FY20.

Total gross flows from 01.07.2019 to 30.06.2020

Open positions at 30.06.2020

Transactions carried out (excluding liquidity agreement)

Liquidity agreement

Long positions

Short positions

Exer- cise of the cancel- lation clause

Sale and

Sale of secu- rities

repur- chase agree- ments Transfers  (1)

Call options purchased

Call options exercised

Forward pur- chases

Purchase of securities

Call options  (2)

Put options

Forward Sales

Operations

Purchase

Sale

Number of shares

169,158

169,158 3,735,037

112,077 320,000

- - -

- - -

- - -

423,955 532,077

- - -

- - -

- - -

Maximum term

-

-

- 22.11.2022 16.12.2019

- 22.11.2022

Average Price (€) Average exercise price (€)

159.569

159.817

148.2329

-

-

108.7862 137.5508

-

-

-

162.79

105.81

- -

- -

-

-

-

- -

- -

- -

Amount (€)

26,992,372.9 27,034,324.09 553,655,366.12 18,245,014.83 33,859,200

- 46,120,453.42 473,187,617.01

Transfers of treasury shares. (1) American call option. (2)

79

Pernod Ricard Universal Registration Document 2019-2020