PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Compensation policy

On 30 June 2019, 566,057 options (all for share purchases) were in circulation, corresponding to approximately 0.21% of the Company’s share capital; all these options were “in the money” (at the Pernod Ricard share closing price on 28 June 2019 = €162.05). At present, there are no Pernod Ricard “subscription” stock options in circulation. History of allocations of performance-based shares – Situation as at 30 June 2019 (Table 10 AMF nomenclature)

Plan dated 06.11.2014 06.11.2014 06.11.2014

Plan dated 06.11.2015 06.11.2015 06.11.2015

Plan dated 17.11.2016 06.11.2015 17.11.2016

Plan dated 09.11.2017 06.11.2015 09.11.2017

Plan dated 21.11.2018 06.11.2015 21.11.2018

Date of authorisation by Shareholders’ Meeting

Date of Board of Directors’ meeting

Number of performance-based shares allocated of which to corporate officers of Pernod Ricard SA

583,240 34,000 18,200 11,600

418,923 10,650

461,376

371,511 13,820

341,313 14,356

15,815 N/A

of which to Mr Pierre Pringuet of which to Mr Alexandre Ricard of which to Mr César Giron

N/A

N/A

N/A

8,500 2,150

13,200

11,820 2,000

12,441

4,200

2,615

1,915

Vesting date of the performance-based shares

07.11.2018 07.11.2018

07.11.2019 07.11.2019

18.11.2020 18.11.2020

10.11.2021 10.11.2021

22.11.2022 22.11.2022

End date for share lock-in period Presence of performance condition

Yes

Yes

Yes

Yes

Yes

Number of performance-based shares cancelled  (1) of which allocated to Mr Pierre Pringuet of which allocated to Mr Alexandre Ricard of which allocated to Mr César Giron

226,270

80,640

55,350

22,769

5,244

7,445 4,745 1,217

- - -

- - -

- - -

- - -

Vested performance-based shares  (2)

356,970

455

-

-

-

Unvested performance-based shares  (3)

0

337,828

406,026

348,742

336,069

N/A: not applicable. All performance-based shares are subject to performance conditions and the beneficiaries must still be working for the Company. Performance shares vest after four years subject to the continued presence of the beneficiaries in the Company at the vesting date. Performance-based shares cancelled after the beneficiaries ceased to meet the continuous service condition (through resignation or redundancy) or failed to meet the performance conditions for the 2014 (1) plans. During FY19, all the shares awarded under the 2015 plan were confirmed in application of the performance condition (they remain subject to the condition of continued presence in the Company until 6 November 2019). Allocated shares that vested and were transferred to the beneficiaries. The shares relating to the 2015 plan were transferred to the beneficiaries in advance following the death of a beneficiary. (2) For the November 2014, 2015 and 2016 plans, the performance condition was evaluated in full. For the November 2017 and November 2018 plans, it will only be evaluated at the close of FY20 and FY21 (3) respectively.

Stock options granted to the Group’s top 10 employees other than Executive Directors and options exercised by the Group’s top 10 employees other than Executive Directors during FY19 (Table 9 AMF nomenclature)

Number of options allocated/shares subscribed or purchased

Weighted average price (€)

Plans

Options granted during the financial year by the issuer and any companies within its Group granting options to the top ten employees of the Company and any such Group company, receiving the highest number of options  (1) Options held on the issuer and the companies included in the scope of allocation of the options exercised, during the year by the top 10 employees of the issuer and any company included in this scope, exercising the highest number of options

42,308

137.78

21.11.2018

37,025

68.54

15.06.2011

During FY19, only seven people within Pernod Ricard SA were affected by these allocations. (1)

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT