PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Compensation policy

Strategic Committee 2.7.5

Composition

On 28 August 2019, the Strategic Committee comprised: Chairman: Mr Alexandre Ricard (Chairman & CEO) Members: Mr Wolfgang Colberg (Independent Director) Mr Ian Gallienne (Independent Director) Mr César Giron (Director) Ms Anne Lange (Independent Director) Mr Pierre Pringuet (Director)

Three out of the six Directors who are members of the Strategic Committee are Independent Directors (50%), it being noted that the AFEP-MEDEF Code does not make any recommendation regarding the Strategic Committee’s independence. In FY19, the Strategic Committeemet once with an attendance rate of 83.33%. All the Directors may, upon request, and even if they are not members of the Committee, participate in the meetings of the Strategic Committee. The roles of the Strategic Committee, as confirmed by the Board on 11 February 2015, are the following: reviewing the key strategic issues of the Pernod Ricard company or of the Group; — drawing up and giving its prior opinion on significant partnership transactions, sales or acquisitions; and — generally, dealing with any strategic issues affecting the Company or the Group. — During FY19, the members of the Strategic Committee reviewed the strategic issues of the Group, in particular relating to its digital transformation and its growth trajectory and operational excellence roadmap in the context of the new FY19-21 “Transform& Accelerate” strategic plan. In FY20, the Committee will continue with the tasks it is carrying out for the Board of Directors, and notably the review and analysis of the key strategic orientations foreseen for the Group’s development, as well as the study of any strategic issues affecting the Company or the Group.

Main roles

Main activities in FY19

Outlook for FY20

Compensation policy 2.8

Corporate officers’ compensation 2.8.1 This subsection was prepared with the assistance of the Compensation Committee. Compensation policy formembers of the Board of Directors The conditions governing Directors’ compensation within the total amount of Directors' fees authorised by the Shareholders' Meeting are determined by the Board of Directors on the basis of a recommendation from the Compensation Committee. Arrangements for allocating Directors’ fees for FY19 Directors’ annual compensation comprises a fixed portion set at €20,000, with an additional €6,000 for members of the Audit Committee and €5,000 for members of the Strategic Committee, the Compensation Committee, and the Nominations, Governance and CSR Committee. The Chairman of the Audit Committee receives an additional sum of €14,000, while the Chairmen of the Compensation Committee and the Nominations, Governance and CSR Committee each receive an additional €8,500. The Vice Chairman of the Board of Directors received additional annual Directors' fees of €40,000 on a pro-rata temporis basis during the financial year. Following his resignation and the creation of the position

of Lead Independent Director, the Lead Independent Director received the same amount of Directors' fees on a pro-rata temporis basis during the financial year. Directors are also eligible for a variable portion, calculated on the basis of their attendance at Board and Committee meetings. The variable portion is €4,000 per meeting. Furthermore, in order to take account of distance constraints, an additional premium of €1,500 is paid to Directors who are not French tax residents when they attend Board and/or Committee meetings. Directors who take part in Board meetings by videoconference or conference call are not eligible for this additional amount. As compensation, the Directors representing the employees receive a fixed annual payment of €15,000 in respect of Directors' fees for their attendance at meetings of the Board of Directors and, as appropriate, those of the Board of Directors’ Committee(s) of which they are members. The Chairman & CEO does not receive Directors' fees. Of the €1,250,000 allocated by the Shareholders’ Meeting of 21 November 2018, a total of €1,053,375 in Directors' fees was paid to Directors in FY19, in accordance with the rules set out above.

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT