PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

2

CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE

Performance-based shares granted to Mr Alexandre RICARD by the Company and any Group companies during the financial year (Table 6 AMF nomenclature)

Valuation of shares pursuant to the method used for the consolidated financial

Number of shares awarded during the period

Date of plan

statements (IFRS) acquisition date vesting date

Performance conditions

Average achievement of the annual budget targets in respect of Profit from Recurring Operations in the current and subsequent two years (three consecutive years). Average achievement of the annual budget targets in respect of Profit from Recurring Operations in the current and subsequent two years (three consecutive years). Average achievement of the annual budget targets in respect of Profit from Recurring Operations in the current and subsequent two years (three consecutive years).

09.11.2017

4,000

€476,600 10.11.2021 10.11.2021

09.11.2017

460 (1)

€54,809 10.11.2021 10.11.2021

Positioning of the overall performance of the Pernod Ricard share compared with

the overall performance of a panel of 12 companies over three years.

09.11.2017

6,600

€475,134 10.11.2021 10.11.2021

Average achievement of the annual budget targets in respect of Profit from Recurring Operations in the current and subsequent two years (three consecutive years).

Positioning of the overall performance of the Pernod Ricard share compared with

the overall performance of a panel of 12 companies over three years.

€54,712 10.11.2021 10.11.2021

09.11.2017

760 (1)

Allocation under the supplementary pension scheme (1)

Performance-based shares vested to Mr Alexandre RICARD during the financial year (Table 7 AMF nomenclature)

Number of shares vested during the period

Date of plan

Terms of acquisition

N/A

-

-

N/A: Not applicable

Components of the compensation due or 2.1.8.6 granted in respect of FY18 to

Meeting of 21 November 2018 and appearing in Section 7 “Combined Shareholders’ Meeting” of this Registration Document). This vote is binding (as opposed to the advisory vote previously provided for by the AFEP-MEDEF Code). The components of compensation paid or granted in respect of FY18 to Mr Alexandre Ricard, Chairman & CEO, were approved by the Board of Directors at its meetings of 30 August 2017, 9 November 2017 and 28 August 2018, on the recommendation of the Compensation Committee, in application of the compensation policy – namely the principles and criteria for determining, allocating and granting components of compensation – applicable to the Chairman & CEO and approved by the Shareholders’ Meeting of 9 November 2017 (10 th resolution).

Mr Alexandre RICARD, Chairman & CEO, subject to the shareholders' approval

The law on transparency, the fight against corruption and the modernisation of economic life (known as “Sapin II”), promulgated on 9 December 2016, requires that the fixed, variable and exceptional components constituting the total compensation and other benefits paid or granted to the Corporate Officers for the prior financial year be submitted each year, starting in 2018, to the Ordinary Shareholders’ Meeting for approval (11 th resolution submitted to the Shareholders’

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018