PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Compensation policy

Components of compensation Amounts

Remarks

Variable compensation

€1,745,810

for the qualitative criteria, the variable portion approved amounted to 32% of — Mr Alexandre Ricard’s annual fixed compensation, versus a target of 30% and a maximum of 45%, breaking down as follows: increase, by value, Pernod Ricard USA’s sales at a faster rate than the — broader market (6-9%): 2%, ensure strong sales growth in value for growth drivers: Pernod Ricard China, — Pernod Ricard India and Global Travel Retail (6-9%): 9%, improve Absolut’s growth by accelerating its international expansion — (6-9%): 3%, improve operating leverage (6-9%): 9%, — develop and launch a new S&R strategy with the formalisation of the 2030 — objectives (6-9%): 9%. Consequently, the total amount of Alexandre Ricard’s variable compensation — for FY19 as Chairman & CEO was set at €1,745,810, i.e. 158.71% of his fixed annual compensation for FY19 (vs a target of 110%). The variable compensation in respect of FY18 and FY17 respectively represented 161.49% and 130.85% of his annual fixed compensation. Mr Alexandre Ricard does not qualify for any multi-year variable cash — compensation. As an Executive Director, Mr Alexandre Ricard does not receive any — compensation in his capacity as Chairman of the Board of Directors (Directors’ fees). During FY19, the Board of Directors’ meeting held on 21 November 2018 — decided, on the recommendation of the Compensation Committee, to grant Mr Alexandre Ricard: 26,143 stock options ( i.e. approx. 0.010% of the Company’s share capital) — all subject to the external performance condition specified in the subsection “Allocation of stock options” in Section 2.8.4 above, 4,269 performance - based shares ( i.e. approx. 0.0016% of the Company’s — share capital) all subject to the internal performance condition specified in the subsection “Allocation of performance-based shares” in Section 2.8.4 above, 6,842 performance-based shares (representing approximately 0.0026% — of the Company’s share capital), all subject to the internal and external performance conditions specified in the subsections “Allocation of stock options” and “Allocation of performance-based shares” in Section 2.8.4 above; the same presence condition applies to Mr Alexandre Ricard and the other — beneficiaries of the allocation plan; it is noted that Executive Directors are subject to lock-in obligations in respect of — shares resulting from the exercise of stock options and the effective transfer of performance-based shares (see subsection “Stock option and performance-based share allocation policy” in Section 2.8.4 above). Mr Alexandre Ricard, as Chairman & CEO, benefits from: — a one-year non-compete clause specified in the subsection “Non-compete — clause” in Section 2.8.4 above, an imposed departure clause (maximum of 12 months’ compensation) — specified in the subsection “Imposed departure clause” in Section 2.8.4 above. In accordance with the AFEP-MEDEF Code, the overall amount of the — non-compete clause and the imposed departure clause (sum of both clauses) will be capped at 24 months’ compensation (fixed + variable). 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). Mr Alexandre Ricard does not qualify for any special bonus. —

Multi-year variable compensation

N/A

Compensation as Chairman of the Board of Directors

N/A

Special bonus

N/A

Allocation of stock options and/or performance-based shares

€549,996 (total IFRS value of stock options with an external performance condition) €549,928 (total IFRS value of performance-based shares with an internal performance condition) €549,960 (IFRS value of performance-based shares with internal and external performance conditions)

Welcome bonus or compensation for termination of office

No payment

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT