PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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

History of allocations of performance-based shares – Situation as at 30 June 2018 (Table 10 AMF nomenclature)

Plan dated 06.11.2013

Plan dated 06.11.2014

Plan dated 06.11.2015

Plan dated 17.11.2016

Plan dated 09.11.2017

Date of authorisation by Shareholders’ Meeting

09.11.2012 06.11.2014 06.11.2015 06.11.2015 06.11.2015 06.11.2013 06.11.2014 06.11.2015 17.11.2016 09.11.2017

Date of Board of Directors’ meeting

Number of performance-based shares allocated of which to Executive Directors of Pernod Ricard SA

570,880 17,550

583,240 34,000 18,200 11,600

418,923 10,650

461,376 15,815

371,511 13,820

of which to Mr Pierre Pringuet (1) of which to Mr Alexandre Ricard (2) of which to Mr César Giron (3)

9,500 6,100 1,950

N/A

N/A

N/A

8,500 2,150

13,200

11,820

4,200

2,615

2,000

07.11.2016 (FRA) 07.11.2017 (ROW) 07.11.2018 (FRA) 07.11.2017 (ROW)

Vesting date of the performance-based shares

07.11.2018 07.11.2019 18.11.2020 10.11.2021

End date for share lock-in period Presence of performance condition

07.11.2018 07.11.2019 18.11.2020 10.11.2021

Yes

Yes

Yes

Yes

Yes

Number of performance-based shares cancelled (1)

273,275

223,092

59,430

31,800

5,062

of which allocated to Mr Pierre Pringuet of which allocated to Mr Alexandre Ricard of which allocated to Mr César Giron Vested performance-based shares (2) Unvested performance-based shares (3)

9,500 6,100

7,445 4,745 1,217

- - -

- - -

- - -

585

297,605

0

360,148

359,493

429,576

366,449

N/A: Not applicable. All performance-based shares are subject to performance conditions and the beneficiaries must still be working for the Company. Performance-based shares vest after four or five years subject to the continued presence of the beneficiaries in the Company at the vesting date. For the 2013 plan, the vesting period was three years for tax residents of France (followed by a two-year lock-in period (FRA)), and four years for non-tax residents of France (without a lock-in period (ROW)). For plans awarded from 2014, the vesting period is four years with no lock-in period for any beneficiaries. Performance-based shares cancelled after the beneficiaries ceased to meet the continuous service condition (through resignation or redundancy) or failed to (1) meet the performance conditions for the 2013 and 2014 plans. Allocated shares that vested and were transferred to the beneficiaries. (2) For the November 2014 and 2015 plans, the performance condition was evaluated in full. For the November 2016 and November 2017 plans, it will only be (3) evaluated at the close of the FY19 and FY20 respectively.

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018