PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Compensation policy

Non-compete clause The signing of this non-compete clause for a period of one year is intended to protect the Group by preventing the Executive Director from performing duties for a competitor, in return for an allowance of 12 months’ compensation (last fixed and variable annual compensation, determined by the Board of Directors). In accordance with the AFEP-MEDEF Code: the indemnity will be paid monthly during its term; — it is provided in this clause that the Board of Directors may waive the — application of this clause when the Executive Director leaves; the indemnity will not be paid if the Executive Director leaves the — Group to take retirement or if the Executive Director is over 65 years old; and the maximum amount of the indemnity under the non-compete — clause and the imposed departure clause (sum of both) is capped at 24 months’ compensation (last fixed and variable annual compensation approved by the Board of Directors). Lastly, pursuant to the regulated agreements and commitments procedure, the items above were approved by the Shareholders’ Meeting held on 17 November 2016 (5 th resolution). Supplementary pension scheme The Executive Director receives annual compensation equal to 10% of his fixed and variable annual compensation paid each year:

half ( i.e. 5%) in the form of the allocation of performance-based shares, — the number of which will be determined based on the IFRS value of shares when the allocation occurs, and which must be approved by the Board of Directors each year. The conditions relating to performance, presence and holding that will apply to these allocations will be the same as those outlined under the general Group performance-based shares allocation plan in effect on the grant date; and half ( i.e. 5%) in cash. — It is specified that the Executive Director will undertake to invest the cash component of this additional compensation he may receive, net of social security contributions and tax, in investment vehicles dedicated to financing his supplementary pension. Other benefits Company car For fulfilling their duties as a representative of the Company, the Executive Director has a company car. Insurance, maintenance and fuel costs are borne by the Company. Collective healthcare andwelfare schemes The Executive Director enjoys the benefit of the collective healthcare and welfare schemes offered by the Company under the same terms as those applicable to the category of employees to which they belong for the determination of their welfare benefits and other additional components of their compensation. Pursuant to the regulated agreements and commitments procedure, this commitment was approved by the Shareholders’ Meeting of 17 November 2016 (5 th resolution).

Employment contract (Table 11 AMF nomenclature)

Indemnities or advantages due or liable to be due by virtue of the discontinuance of or change in their positions

Supplementary defined-benefit pension scheme

Indemnities relating to a non-compete clause

Employment contract

Executive Directors Mr Alexandre Ricard, Chairman and CEO  (1)

Yes

No

Yes

No

Yes

No

Yes

No

X X Alexandre Ricard terminated his employment contract on 11 February 2015, when he was appointed Chairman and CEO. Before this, his contract of employment with Pernod Ricard had been suspended (1) since 29 August 2012. X X

Summary of components of the compensation due or granted 2.8.5 toMr Alexandre RICARD for the financial year Summary table of compensation paid and options and shares granted toMr Alexandre RICARD (Table 1 AMF nomenclature)

2018/2019

2017/2018

€

Compensation due for the financial year (1)

2,490,510

2,853,227 (2)

Value of multi-year variable compensation allocated during the financial year

N/A

N/A

Value of options granted during the financial year

473,195 951,734

549,996

Value of performance-based shares allocated during the financial year

1,099,888

Value of performance-based shares allocated during the financial year in respect of the supplementary pension scheme  (3)

109,521 109,653

131,658 131,708

Supplementary cash payment in respect of the supplementary pension scheme  (3)

TOTAL

4,134,613

4,766,477 (2)

N/A: not applicable This total includes the use of a company car. (1) The amount of the bonus due for the year will be subject to the ex-post vote of the shareholders. (2) Annual component equal to 5% of fixed and variable compensation. (3)

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT