PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

2

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

Specific authorisations and delegations in favour of employees and/or Executive Directors 2.1.9.2

Use of existing authorisations during the financial year ended 30.06.2018 Features/Terms

Date of the delegation or authorisation (resolution) AGM of 06.11.2015 (22 nd )

Nature of the delegation or authorisation

Expiry of the delegation or authorisation

Maximum amount authorised

Term

Performance-based shares

38 months

05.01.2019 1.5% of the share capital on the date of Board of Directors’ decision to allocate 05.01.2019 1.5% of the share capital on the date of Board of Directors’ decision to allocate 08.01.2020 2% of the share

371,511 (0.14% of share capital)

Independent limit (sub-limit for Executive Directors of 0.06% of the capital, which is deducted from the limit of 1.5%) Independent limit (sub-limit for Executive Directors of 0.21% of the capital, which is deducted from the limit of 1.5%) Will be deducted from the limits set for capital increases in the 14 th and 15 th resolutions of the AGM of 09.11.2017

38 months

124,050 (0.05 % of share capital)

Stock options

AGM of 06.11.2015 (23 rd )

Shares or securities granting access to share capital, reserved for members of employee savings plans

AGM of 09.11.2017 (21 st )

None

26 months

capital on the date of the Shareholders’ Meeting

Authorisations relating to the share buyback programme 2.1.9.3

Use of existing authorisations during the financial year ended 30.06.2018 Features/Terms

Date of authorisation (resolution) AGM of 09.11.2017 (12 th ) AGM of 17.11.2016 (15 th ) AGM of 09.11.2017 (13 th )

Expiry of authorisation

Maximum amount authorised

Type of securities Share buyback

Term

Maximum purchase price: €200

18 months

08.05.2019 (10% of share capital)

(1)

Share buyback

Maximum purchase price: €150

18 months

16.05.2018 (10% of share capital)

(1)

Cancellation of treasury shares

26 months

08.01.2020 (10% of share capital)

None

-

A summary of Company transactions carried out during FY18 as part of the share buyback programme is shown below in the paragraph on the “Share (1) buyback programme”.

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018