PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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

Notice to attend meetings 2.1.12.1 Both Ordinary and Extraordinary Shareholders’ Meetings are called, held and vote in accordance with the conditions provided for by law. They are held at the Company’s registered office or at any other place stated in the notice of meeting. Decisions by the shareholders are taken at Ordinary, Extraordinary or Combined Shareholders’ Meetings depending on the nature of the resolutions they are being asked to adopt. Participation in Shareholders’ Meetings 2.1.12.2 All shareholders have the right to attend the Company’s Shareholders’ Meetings and to participate in the deliberations, either in person or by proxy, regardless of the number of shares they hold. In order for a shareholder to have the right to participate in Ordinary or Extraordinary Shareholders’ Meetings, the shares must be registered in the name of the shareholder or in the name of the financial intermediary acting on the shareholder’s behalf at 00:00 (Paris time) two business days prior to the Shareholders’ Meeting, either in the registered share accounts kept by the Company or in the bearer share accounts kept by the authorised financial intermediary. The entry or recording of the shares in bearer bond accounts kept by the authorised financial intermediary are acknowledged via a share certificate issued by the financial intermediary and attached as an appendix to the postal voting form, proxy form or application for an admission card made out in the name of the shareholder or on behalf of the shareholder represented by the registered financial intermediary. Any shareholder wishing to attend the Shareholders’ Meeting in person who has not received their admission card by 00:00 (Paris time) two business days before the Shareholders’ Meeting may also ask for such a certificate to be issued. If a shareholder does not attend the Shareholders’ Meeting in person, he or she may choose one of the following options: give a proxy to the Chairman of the Shareholders’ Meeting; ● give a proxy to a spouse or partner with whom he or she has entered ● into a civil union agreement, or to any other person; or vote by post or via the Internet. ● Any shareholder who has already cast a postal or Internet vote, sent in a proxy form or applied for an admission card or a share certificate may not thereafter choose another method of participating in the Shareholders’ Meeting. A shareholder who has already cast a postal or Internet vote, sent in a proxy form or applied for an admission card or a share certificate may sell all or some of his or her shares at any time. However, if the sale takes place before 00:00 (Paris time) on the second business day prior to the Shareholders’ Meeting, the Company will invalidate or modify accordingly, as appropriate, the postal or Internet vote cast, proxy form, admission card or share certificate. For this purpose, the authorised financial intermediary in charge of the shareholder’s account will inform the Company or its duly authorised agent of the sale and will provide it with the necessary information. No sale or other form of transaction carried out after 00:00 (Paris time) on the second business day prior to the Shareholders’ Meeting, regardless of the means used, will be notified by the authorised financial intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary. Voting conditions 2.1.12.3 The voting right attached to the shares is proportional to the share capital they represent. Each share grants the right to at least one vote (article L. 225-122 of the French Commercial Code).

Restrictions on voting rights However, each member of the Shareholders’ Meeting has as many votes as shares he or she possesses and represents, up to 30% of the total voting rights. Double voting rights A double voting right is granted to other shares (in light of the fraction of the authorised share capital they represent) to all fully paid-up shares that can be shown to have been registered for at least ten years in the name of the same shareholder from 12 May 1986 inclusive (Article L. 225-123 of the French Commercial Code). In the event of a share capital increase through the capitalisation of reserves, profits or share premiums, registered shares allocated as bonus shares to a shareholder, on the basis of existing shares for which he or she benefits from this right, will also have double voting rights as from their issuance (article L. 225-123 of the French Commercial Code). Any share loses the double voting right if converted into bearer bond or if its ownership is transferred. Nevertheless, transfer following the division of an estate or the liquidation of assets between spouses and inter vivos donation to a spouse or relation close enough to inherit will not result in the loss of the acquired right and will not interrupt the aforementioned ten year period. Declaration of statutory thresholds Any individual or corporate body acquiring a shareholding greater than 0.5% of the share capital must inform the Company of the total number of shares held by registered letter, with return receipt requested, within a period of 15 days from the date on which this threshold is exceeded. This notification must be repeated, under the same conditions, each time the threshold is exceeded by an additional 0.5%, up to and including 4.5%. The Shareholders’ Meeting of 21 November 2018 (resolutions 15 and 16 appearing in Section 7 “Combined Shareholders’ Meeting” of this Registration Document) will be asked to modify the Company’s bylaws in order to align the methods for calculating the crossing of statutory thresholds and the time limit for notification with the applicable legal rules on crossing thresholds. In the event of non-compliance with the notification obligation mentioned in the previous paragraph, shares in excess of the undeclared amount shall be stripped of their voting rights, at the request, as set forth in the minutes of the Shareholders’ Meeting, of one or more shareholders holding at least 5% of the share capital, for any Shareholders’ Meeting held until the expiry of the period stipulated in article L. 233-14 of the French Commercial Code following the date when the notification is made. Modification of shareholders’ rights 2.1.12.4 The Extraordinary Shareholders’ Meeting has the power to modify shareholders’ rights, under the conditions defined by law. General Management 2.1.13.1 On 30 June 2018, the General Management of the Group is carried out by the Chairman & CEO and the Managing Director, Finance & Operations. They form the permanent body for coordinating the Management of the Group. Composition of the Executive Board on 30 June 2018: Alexandre Ricard, Chairman & CEO, Executive Director; ● Gilles Bogaert, Managing Director, Finance & Operations; ● Ian FitzSimons, General Counsel; ● Conor McQuaid, Global Business Development Director; ● Management structure 2.1.13

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018