CORPORATE GOVERNANCE AND INTERNAL CONTROL

Report of the Chairman of the Board of Directors of the Company on the composition of the Board and the implementation of the principle of balanced representation of women and men within the Board, as well as on the conditions 2 governing the preparation and organisation of the work performed by the Board of Directors

Composition of the Board of Directors and duties performed by the Directors The table below describes the composition of the Board of Directors of the Company as at 30 June 2012.

Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable CHAIRMAN OF THE BOARD OF DIRECTORS

Mr Patrick Ricard 15.06.1978 (2) 2011/2012 „ Member and Vice-Chairman of the „ Director of Provimi SA Supervisory Board of Société Paul Ricard (3) „ Director of Altadis SA (Spain) Mr Patrick Ricard „ Director of the Fédération des Exportateurs „ Director of Société Générale passed away suddenly de Vins & Spiritueux „ Director of the Association Nationale on 17 August 2012. des Industries Alimentaires On 29 August 2012, the Board of Directors appointed Ms Danièle Ricard as Chairwoman of the Board of Directors CEO AND DIRECTOR

Mr Pierre Pringuet 17.05.2004 2011/2012 „ Director of Iliad „ None „ Director of Cap Gemini On 29 August 2012, the Board of Directors appointed Mr Pierre Pringuet as Vice- Chairman of the Board of Directors

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Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable DIRECTORS

Mr François Gérard 10.12.1974 2013/2014 „ None „ None

Ms Danièle Ricard 16.06.1969 2012/2013 „ Chairwoman of the Management Board „ None of Société Paul Ricard (3) On 29 August „ Non-associate Manager of Le Garlaban 2012, the Board of „ Chairwoman of the Board of Directors Directors appointed of Bendor SA (Luxembourg) Ms Danièle Ricard as „ Chairwoman of Les Embiez SAS Chairwoman of the „ Non-associate Manager of Le Tabac 2 Board of Directors des Îles de Bendor et des Embiez Société Paul Ricard (3) 09.06.1983 2012/2013 „ Chairman of Le Delos Invest III „ Chairman and CEO of Le Delos Invest I represented by (Société Paul Ricard) (3) (Mr Alexandre Ricard) Mr Alexandre Ricard „ Member of the Management Board of Société Paul Ricard (3) (Mr Alexandre Ricard) On 29 August 2012, „ Chairman and CEO of Le Delos Invest II the Board (Mr Alexandre Ricard) of Directors co-opted „ Chairman and CEO of Lirix Mr Alexandre Ricard (Mr Alexandre Ricard) as Director. „ Director of Le Delos Invest I Société Paul Ricard, (Mr Alexandre Ricard) Director, notified „ Director of Bendor SA (Luxembourg) the Company that it (Mr Alexandre Ricard) would be represented by Mr Paul-Charles Ricard as of 29 August 2012

Mr César Giron 05.11.2008 2011/2012 „ Member of the Management Board „ None of Société Paul Ricard (3) „ Director of Lirix „ Director of Le Delos Invest I „ Director of Le Delos Invest II „ Director of Bendor SA (Luxembourg)

Ms Martina 25.04.2012 2011/2012 „ None „ None Gonzalez-Gallarza

Ms Martina Gonzalez-Gallarza was co-opted as Director by the Board of Directors on 25 April 2012, following Mr Rafaël Gonzalez-Gallarza’s resignation from his functions as Director on 15 February 2012

18 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY

Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable INDEPENDENT DIRECTORS

Ms Nicole Bouton 07.11.2007 2014/2015 „ Chairman of Financière Accréditée „ Chairman of the Financière Centuria (subsidiary of Centuria Capital) Group (GFC) „ Chairman of Centuria Accréditation „ Chairman of Centuria Luxembourg (subsidiary of Centuria Capital) (subsidiary of GFC) „ Chairman of the Strategy Committee „ Chairman of Financière Centuria Asset of Friedland Gestion Management (subsidiary of GFC) „ Director of AMOC (Opéra Comique)

Mr Laurent Burelle 04.05.2011 2012/2013 „ Chairman and CEO of Compagnie Plastic „ Chairman of Plastic Omnium Plastiques Omnium SA Hautes Performances SAS 2 „ Deputy CEO and Director of Burelle SA „ Chairman of Signature Holding SAS „ Deputy CEO and Director of Sogec 2 SA „ Chairman of Compagnie Signature SAS „ Director of Burelle Participations SA „ Chairman of Epsco International Inc. „ Chairman and Member of the Supervisory (United States) Board of Sofiparc SAS „ Chairman of Plastic Omnium AG „ Chairman and Member of the (Switzerland) Supervisory Board of Plastic Omnium „ Chairman of Performance Plastics Environnement SAS Products -3P Inc. (United States) „ Chairman of Plastic Omnium Auto SAS „ Chairman of Plastic Omnium Auto „ Chairman of Plastic Omnium Auto Exteriors LLC (United States) Exteriors SAS „ Chairman of Plastic Omnium Industries Inc. „ Chairman of Inergy Automotive (United States) Systems SAS „ Director of Lyonnaise de Banque „ Chairman of Cie Financière de la Cascade SAS „ Member of the Supervisory Board of Labruyère Eberlé SAS „ Manager of Plastic Omnium GmbH (Germany) „ Chairman and Managing Director of Compania Plastic Omnium SA (Spain) „ Legal Representative of Plastic Omnium Auto Exteriors, co-Manager of Valeo Plastic Omnium SNC „ Chairman of Plastic Omnium Inc. (United States) „ Chairman of Plastic Omnium Automotive Services Inc. (United States) „ Director of Le Progrès SA „ Director of Inergy Automotive Systems LLC (United States) „ Chairman of Plastic Omnium Ltd (United Kingdom) „ Chairman of Plastic Omnium International BV (Netherlands) „ Director of Signal AG (Switzerland)

Mr Michel Chambaud 02.11.2009 2012/2013 „ Managing Director of GBL TC (Belgium) „ None „ Member of the Supervisory Board of Filhet Allard „ Director of Steel Partners NV (Belgium) „ Director of Ergon Capital Partners III (Belgium)

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Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable

Mr Wolfgang Colberg 05.11.2008 2011/2012 „ Member of the Regional Board of Deutsche „ Member of the Supervisory Board of Roto Bank AG (Germany) Frank AG, Stuttgart (Germany) „ Vice-Chairman of the Board of Directors of STEAG GmbH (Germany) „ Member of the Board of THS GmbH (Germany) „ Member of the Board of Directors of Vivawest Wohnen GmbH (Germany)

Mr Gérald Frère 02.11.2009 2012/2013 „ Chairman of the Board of Directors „ Director of GBL Finance SA (Luxembourg) 2 and Chairman of the Nominations and „ Chairman of Diane SA (Switzerland) Mr Gérald Frère Remuneration Committee of Compagnie „ Member of the Board of Trustees informed the Board Nationale à Portefeuille SA (CNP) (Belgium) of Guberna (Belgium) of Directors of his „ Chairman of the Board of Directors of „ Director of Fingen SA (Belgium) decision to resign, Groupe Bruxelles Lambert SA (Belgium) „ Director of Suez-Tractebel SA (Belgium) for personal reasons, „ Chairman of the Board of Directors of „ Auditor of Frère-Bourgeois Holding BV from his duties as Stichting Administratie Kantoor Bierlaire (Netherlands) Director on the Board (Netherlands) „ Chairman of the Remuneration Committee of Directors as of „ Chairman of the Board of Directors of Banque Nationale de Belgique SA 9 November 2012 and Managing Director of Haras (Belgium) de la Bierlaire SA (Belgium) „ Chairman of the Board of Directors „ Vice-Chairman of the Board of Directors of Filux SA (Luxembourg) of Pargesa Holding SA (Switzerland) „ Chairman of the Board of Directors „ Member of the Standing Committee and of Segelux SA (Luxembourg) Director of Groupe Bruxelles Lambert SA „ Chairman of the Board of Directors (Belgium) of RTL Belgium (Belgium) „ Managing Director of Financière „ Chairman of the Standing Committee and de la Sambre SA (Belgium) Managing Director of Groupe Bruxelles „ Managing Director of Frère-Bourgeois SA Lambert SA (Belgium) (Belgium) „ Director and Member of the Corporate „ Director, Member of the Compensation Governance and Nominations Committee Committee and Member of the Related of Lafarge SA Party and Conduct Review Committee „ Manager of GBL Energy Sàrl (Luxembourg) of Corporation Financière Power (Canada) „ Manager of GBL Verwaltung Sàrl „ Director of Erbe SA (Belgium) (Luxembourg) „ Director of Fonds Charles-Albert Frère asbl „ Member of the Supervisory Board of the (Belgium) Financial Services Authority (Belgium) „ Director of Stichting Administratie Kantoor Frère-Bourgeois (Netherlands) „ Auditor of Agesca Nederland NV (Netherlands) „ Auditor of Parjointco NV (Netherlands) „ Regent and Member of the Budget Committee of Banque Nationale de Belgique SA (Belgium) „ Manager of Agriger SPRL (Belgium) „ Director of Electrabel SA (Belgium) „ Honorary Consul of France in Charleroi (Belgium)

20 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY

Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable

Ms Susan Murray 10.11.2010 2013/2014 „ Non-E xecutive Chairman of Farrow & Ball „ Non-E xecutive Director of WM Morrison (United Kingdom) Supermarkets Plc (United Kingdom) „ Chairman of Corporate Social Responsibility „ Non-E xecutive Director of SSL of Compass Group Plc (United Kingdom) International Plc (United Kingdom) „ Non-Executive Director of Imperial Tobacco „ Non-E xecutive Director of The Advertising Group Plc (United Kingdom) Authority (Broadcast) (United Kingdom) „ Chairman of Remuneration Committee „ Non-E xecutive Director and Council of Enterprise Inns Plc (United Kingdom) Member of the Advertising Standards Authority (United Kingdom) Mr Anders Narvinger 02.11.2009 2012/2013 „ Chairman of the Board of Directors „ Chairman of Swedish Trade (Sweden) 2 of TeliaSonera AB (Sweden) „ Chairman of Invest in Sweden Agency „ Chairman of the Board of Directors (Sweden) of Alfa Laval AB (Sweden) „ Chairman of the Lund Institute „ Chairman of the Board of Directors of Technology (Sweden) of Trelleborg AB (Sweden) „ Chairman of Vin&Sprit AB (Sweden) „ Chairman of Coor Service Management „ Chairman of Ireco Holding AB (Sweden) Group AB (Sweden) „ Member of the Board of Directors of Volvo „ Member of the Board of Directors Car Corporation (Sweden) of JM AB (Sweden) „ Managing Director of the Association of „ Deputy Chairman of the International Swedish Engineering Industries (Sweden) Chamber of Commerce (ICC) (Sweden) „ Chairman of Capio AB (Sweden) „ Member of the Board of Directors of AF AB (Sweden) (1) The term of office expires at the close of the Shareholders’ Meeting held to approve the financial statements for the financial year mentioned (2) Date of appointment as Chairman and Chief Executive Officer (3) Unlisted company, shareholder of Pernod Ricard

The Directors have no other employee positions in the Group, except Ricard, Managing Director, Distribution Network, until his appointment for Mr César Giron, Chairman and CEO of Pernod, and Mr Alexandre as Deputy CEO and COO by the Board of Directors on 29 August 2012.

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Other offices held in the Group at 30 June 2012

Mr Patrick Ricard French companies Director „ Martell & Co Chairman of the „ Pernod Ricard Finance SA Board of Directors Permanent representative of Pernod Ricard „ Pernod on the Board of Directors „ Pernod Ricard Europe Mr Patrick Ricard „ Ricard passed away suddenly on Member of the Management Board „ Pernod Ricard Asia 17 August 2012 „ Pernod Ricard North America Non-French Director „ Irish Distillers Group companies „ Suntory Allied Ltd 2 Mr Pierre French companies Chairman of the Board of Directors „ Pernod Ricard Finance SA Pringuet Chairman „ Lina 5 CEO and Member „ Lina 6 of the Board „ Lina 7 of Directors „ Lina 8 „ Pernod Ricard Central and South America „ Pernod Ricard North America „ Pernod Ricard Asia

Director „ Pernod Ricard Europe „ Pernod „ Ricard „ Martell & Co „ G.H. Mumm & Cie, Société Vinicole de Champagne, Successeur „ Champagne Perrier-Jouët

Permanent representative of Pernod Ricard „ Compagnie Financière des Produits Orangina (CFPO) on the Board of Directors

Member of the Management Board „ Pernod Ricard Asia „ Pernod Ricard North America

Non-French Director „ Comrie Ltd companies „ Irish Distillers Group „ GEO G. Sandeman Sons & Co. Ltd „ Pernod Ricard Pacific Holding Pty Ltd „ Suntory Allied Ltd „ Havana Club Holding SA „ Havana Club International „ The Absolut Company AB

Manager „ Havana Club Know-How Sàrl

Mr François French companies Director „ Pernod Gérard „ Martell & Co Director „ G.H. Mumm & Cie, Société Vinicole de Champagne, Successeur „ Champagne Perrier-Jouët

Mr César Giron French companies Chairman and CEO „ Pernod Director Chairman „ Cusenier

Permanent R epresentative of Pernod „ Société des Produits d’Armagnac on the Board of Directors

Mr Alexandre French companies Director „ Pernod Ricard „ Pernod Ricard Europe (Permanent „ Ricard R epresentative of Société Paul Ricard, Director) until 29 August 2012

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processing industries at the Ministry of Agriculture. He joined Pernod Personal information concerning the Directors Ricard in 1987 as Development Director, playing an active role in the Mr Patrick Ricard Group’s international development and holding the posts of Managing Director of the Société pour l’Exportation de Grandes Marques (1987- 67 years old, French citizen. 1996) and then Chairman and CEO of Pernod Ricard Europe (1997- Business address: Pernod Ricard – 12, place des États-Unis, 2000). In 2000, he joined Mr Patrick Ricard at the Holding Company as 75116 Paris (France). one of Pernod Ricard’s two joint CEOs, together with Richard Burrows. Mr Pierre Pringuet was appointed Director of the Board of Directors Mr Patrick Ricard held 1,564,282 Pernod Ricard shares at 30 June of Pernod Ricard in 2004 and led the successful acquisition of Allied 2012. Domecq in 2005 and its integration process. In December of that year, In 1967, Mr Patrick Ricard joined the Ricard company, which had been he became the Group’s sole Managing Director. In 2008, Mr Pierre founded by his father, Paul, in 1932. He held successive positions in Pringuet carried out the acquisition of Vin&Sprit (V&S) and its brand various departments in the company, becoming Managing Director ABSOLUT Vodka which completes Pernod Ricard’s international of Ricard in 1972. When Pernod Ricard was created in 1975, he was development. Following the withdrawal of Mr Patrick Ricard from his 2 appointed Group Managing Director and then, in 1978, Chairman operational duties, Mr Pierre Pringuet was appointed CEO of Pernod and CEO of the Group. He was the architect of the Group’s ambitious Ricard on 5 November 2008, and was also appointed Vice-Chairman strategy of growth through acquisition, aimed at broadening the of the Board of Directors by the Board on 29 August 2012. product range and accelerating the development of the international Mr Pierre Pringuet is also the Chairman of the Sully Committee, which business. Since its formation, the Pernod Ricard group has doubled in promotes the French food processing industry and was appointed size every seven years. This exemplary record led American magazine Chairman of the Association Française des Entreprises Privées (AFEP) Fortune to name Mr Patrick Ricard “European Businessman of the (French Association of Private Enterprises) on 29 June 2012. Year” in 2006. He holds the rank of Knight of the National Order of the Legion of On 5 November 2008, Mr Patrick Ricard left his executive functions at Honour, of the National Order of Merit and an Officer of the Agricultural Pernod Ricard group but continued to act as Chairman of the Board Merit. of Directors and was therefore still involved in the Group’s strategic decisions and oversaw their implementation. Mr Alexandre Ricard, Permanent representative of Société Paul Ricard Mr Patrick Ricard, who passed away suddenly on 17 August 2012, was the son of Mr Paul Ricard, the founder of the Ricard company. He 40 years old, French citizen. was Commander of the National Order of the Legion of Honour. Business address: Pernod Ricard – 12, place des États-Unis, Ms Danièle Ricard 75116 Paris (France). 73 years old, French citizen. Mr Alexandre Ricard holds 7,726 Pernod Ricard shares at 30 June 2012. Business address: Société Paul Ricard SA – Île des Embiez, Le Brusc, 83140 Six-Fours-les-Plages (France). He also holds 463 Pernod Ricard shares indirectly through the Irish Distillers Employee Share Purchase Scheme. Ms Danièle Ricard holds 264,542 Pernod Ricard shares at 30 June 2012. Société Paul Ricard holds 22,298,469 Pernod Ricard shares at 30 June 2012. Member of the Management team and Director of Ricard SA between 1967 and 1975, Ms Danièle Ricard has held a seat on the Mr Alexandre Ricard is a graduate of ESCP, the Wharton School of Board of Directors of Ricard SA, now Pernod Ricard, since 1969. Business (MBA majoring in Finance and Entrepreneurship) and of Chairwoman and Chief Executive Officer of Société Paul Ricard SA the University of Pennsylvania (MA in International Studies). After until 2004, she became Chairwoman of Société Paul Ricard’s working seven years outside the Group for Accenture (Management Management Board in 2005. and Consulting) and Morgan Stanley (Mergers and Acquisitions Consulting), he joined the Pernod Ricard group in 2003, in the Audit Ms Danièle Ricard is the daughter of Mr Paul Ricard, the founder of and Development department of the Holding Company. At the end the Ricard company. of 2004, he was appointed Administrative and Financial Director of Ms Danièle Ricard was appointed Chairwoman of the Board of Irish Distillers Group and then, in September 2006, CEO of Pernod Directors by the Board of the Company on 29 August 2012. Ricard Asia Duty Free. In July 2008, he was appointed Chief Executive Officer of Irish Distillers Group as well as member of Pernod Ricard’s Mr Pierre Pringuet Executive Committee. In September 2011, he joined the Group General Management as Managing Director, Distribution Network. He 62 years old, French citizen. is a member of Pernod Ricard’s Executive Committee. Mr Alexandre Business address: Pernod Ricard – 12, place des États-Unis, Ricard was appointed Deputy Chief Executive Officer by the Board of 75116 Paris (France). Directors on 29 August 2012. Mr Pierre Pringuet holds 235,000 Pernod Ricard shares at 30 June Mr Alexandre Ricard is the grandson of Mr Paul Ricard, the founder 2012. of Ricard. A graduate of the École Polytechnique and the École des Mines, He was Permanent Representative of Société Paul Ricard, Director, Mr Pierre Pringuet started his career in the French civil service. from 2 November 2009 until 29 August 2012, when he was co-opted He was A dvisor to government minister Michel Rocard from 1981 as Director onto the Board of Directors. The Société Paul Ricard has to 1985 before being given responsibility for the farming and food been represented by Mr Paul-Charles Ricard since 29 August 2012.

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Mr François Gérard Ms Nicole Bouton 72 years old, French citizen. 64 years old, French citizen. Business address: Pernod Ricard – 12, place des États-Unis, Business address: Friedland Gestion et Financière Accréditée – 75116 Paris (France). 10, avenue de Friedland, 75008 Paris (France). Mr François Gérard holds 14,217 Pernod Ricard shares at 30 June Ms Nicole Bouton holds 1,000 Pernod Ricard shares at 30 June 2012. 2012. Ms Nicole Bouton is a graduate of the Institut d’Études Politiques in A graduate of ESSEC (1962) and holder of an MBA from Columbia Paris. From 1970 to 1984, she held the positions of Sub-Manager University (1964), he exercised his skills as a financial analyst with and then Assistant Manager in the Central Administration of Crédit Lazard France (Paris) from 1965 to 1968. He then entered the Wines & Commercial de France. From 1984 to 1996, Ms Nicole Bouton went Spirits sector when he joined Dubonnet Cinzano. Between 1976 on to hold the positions of Deputy Manager, Manager and finally and 1985, he was CEO and then Chairman and CEO of Cusenier. Managing Director of Lazard Frères et Cie and Lazard Frères Gestion. 2 In 1986, he became Chairman and CEO of SIAS MPA, a position he In 1996, she was appointed member of the Executive Committee held until 2001. of the NSMD bank (ABN AMRO France group) and became Vice- Chairman responsible for Institutional and Bank Clients before Mr François Gérard has been a Director of Pernod Ricard since being appointed Member of the Management Board in 2000. She 10 December 1974. also took up the duties of Vice-Chairman of the ABN AMRO France Mr Rafaël Gonzalez-Gallarza Holding Company the same year. She was appointed Chairman of the Management Board and then Vice-Chairman of the Supervisory Board 77 years old, Spanish citizen. of Asset Allocation Advisors and Chairman of the Banque du Phénix, Business address: Pernod Ricard España – C/Manuel Marañon 8, which she merged with the NSMD bank in October 1998. Ms Nicole 28043 Madrid (Spain). Bouton left ABN AMRO in 2001, and in 2002, she founded Financière Centuria Group, which she chaired until June 2010. In this capacity, Mr Rafaël Gonzalez-Gallarza held 1,477,603 Pernod Ricard shares at she also chairs several subsidiaries including Financière Accréditée, 15 February 2012. which was acquired in 2006. She is also the Director of several other Following higher studies in Law in Madrid, Mr Rafaël Gonzalez-Gallarza subsidiaries in the Financière Centuria Group. At the end of June 2010, earned an advanced degree in Comparative Law in Luxembourg she sold her shares in Centuria and remains Chairman of Financière (1960), and became a UNESCO expert with the Administration for Accréditée. She was appointed Chairman of the Strategy Committee Development in Tangier, then an official in the OECD Development of Friedland Gestion, an investment management company, alongside Centre in Paris between 1968 and 1973. In 1976, he joined the two new partners. Spanish Ministry of Justice for a two-year term as Technical General Ms Nicole Bouton has been a Director of Pernod Ricard since 2007. Secretary, a position he subsequently held from 1980 to 1982 with the Government Presidency. From 1985 onwards, he chaired the Larios Mr Laurent Burelle group until it was purchased by Pernod Ricard in 1997. 62 years old, French citizen In 1998, he was appointed Chairman of Pernod Ricard Larios, a Business address: Compagnie Plastic Omnium – 1, rue du Parc, position he held until 2004. 92593 Levallois Cedex (France). Mr Rafaël Gonzalez-Gallarza resigned, for personal reasons, from his Mr Laurent Burelle holds 1,000 Pernod Ricard shares at 30 June 2012. duties as Director on the Board of Directors of Pernod Ricard at the Board’s meeting on 15 February 2012. Mr Laurent Burelle holds a degree in engineering from the Zurich Federal Polytechnic School (Switzerland) as well as a Master of Mr César Giron Sciences from MIT (United States). 50 years old, French citizen. He spent his entire career with Compagnie Plastic Omnium, including Business address: Pernod – 120, avenue du Maréchal-Foch, 94015 as CEO of Plastic Omnium Spain from 1977 to 1981 and Deputy CEO Créteil Cedex (France). of Compagnie Plastic Omnium from 1981 to 2001. In 2001, Mr Laurent Burelle was appointed CEO of Compagnie Plastic Omnium. He is also Mr César Giron holds 4,489 Pernod Ricard shares at 30 June 2012. a Director of the Jacques Chirac Foundation. A graduate of the École Supérieure de Commerce de Lyon, Mr César Mr Laurent Burelle has been a Director of Pernod Ricard since 2011. Giron joined the Pernod Ricard group in 1987 where he has spent his entire career. In 2000, he was appointed CEO of Pernod Ricard Suisse Mr Michel Chambaud before becoming Chairman and CEO of Wyborowa SA in Poland in 60 years old, French citizen. December 2003. Business address: Groupe Bruxelles Lambert (GBL) – Avenue On 1 July 2009, he was appointed Chairman and CEO of Pernod SA, a Marnix 24 – 1000 Brussels (Belgium). French subsidiary of Pernod Ricard. Mr Michel Chambaud holds 1,050 Pernod Ricard shares at 30 June He is also a member of the Management Board of Société Paul Ricard. 2012. Mr César Giron is the son of Ms Danièle Ricard, also Chairwoman of the Board of Pernod Ricard. He has been a Director of Pernod Ricard since 2008.

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A graduate of the École des Hautes Études Commerciales (1973) and Mr Gérald Frère joined the Frère-Bourgeois Group (Belgium), the the Paris Institut d’Études Politiques (1975) with a PhD in Tax Law family business, in 1972. He has been Chairman of the Board of (1977), Mr Michel Chambaud was a Strategic Consultant at Arthur Directors of Groupe Bruxelles Lambert (GBL) since 1 January 2012 D. Little and held different teaching positions in Finance until 1978. and is also a member of the Permanent Committee. From then until 1982, he was a consultant for African development In addition, he holds the offices of Chairman of the Board of Directors banks under contract with the World Bank, concurrently founding of Compagnie Nationale à Portefeuille SA (CNP). He is also Regent of Surf System (press group including the magazines Surf Session, Body the Banque Nationale de Belgique SA, Vice-Chairman of the Board of Board Air Force and Surfer’s Journal). Directors of Pargesa Holding SA (Switzerland) and Director of Power In 1982, he joined the Schlumberger Group, where he was Chief Financial Corporation (Canada) and Electrabel SA (Belgium). Financial Officer in France, the United States and then Japan. Mr Gérald Frère has been a Director of Pernod Ricard since 2009. He has taken part in the development of the Pargesa-GBL Group Mr Gérald Frère has informed the Board of Directors of his decision since 1987, holding positions in the holding companies alternately to resign, for personal reasons, from his duties as Director of Pernod with operational positions in subsidiaries. Until 1996 he was Deputy 2 Ricard as of 9 November 2012. Managing Director in charge of equity’s investment at Parfinance (holding company listed in France, subsidiary of Pargesa), and Ms Susan Murray from 1996 to 2003, he was a member of the Management Board of Imerys, in charge of finance and strategy. He is currently Investments 55 years old, British citizen. Manager of Groupe Bruxelles Lambert. Business address: Bodicote Mill – Church Street, Bodicote, Nr Banbury, Mr Michel Chambaud has been a Director of Pernod Ricard since 2009. Oxon OX15 4DR (United Kingdom). Ms Susan Murray holds 1,000 Pernod Ricard shares at 4 September Mr Wolfgang Colberg 2012. 52 years old, German citizen. Ms Susan Murray is an Independent Non-E xecutive Director of Imperial Business address: Evonik Industries AG – Rellinghauser Str. 1-11, Tobacco Group Plc, Compass Group Plc and Enterprise Inns Plc. 45128 Essen (Germany). Ms Susan Murray was a Board member of Littlewoods Limited from October 1998 until January 2004, and became Chief Executive Mr Wolfgang Colberg holds 1,076 Pernod Ricard shares at 30 June of Littlewoods Stores Limited. Prior to this, she was Worldwide 2012. President and Chief Executive of The Pierre Smirnoff Company, part Mr Wolfgang Colberg holds a PhD in Political Science, in addition to of Diageo Plc. Whilst at Diageo, she was the first Chairman of the qualifications in Business Administration and Business Informatics. International Centre for Alcohol Policies in Washington DC. Ms Susan He has spent his entire career in the Robert Bosch Group and BSH Murray is also a former Non-E xecutive Director of WM Morrison Group. After joining the Robert Bosch Group in 1988, he held a post Supermarkets Plc, SSL International Plc and a former director and in Corporate Strategy, Control and M&A (Head Office), and then went council member of the Advertising Standards Authority and the on to become Head of Business Administration at the Göttingen Portman Group complaints panel. She is a fellow of the Royal Society production site (1990-1993), Section Head in Economic Planning of Arts. and Control (Head Office) (1993-1994), before being appointed the Ms Susan Murray has been a Director of Pernod Ricard since 2010. Group’s General Manager for Turkey and central Asia. In 1996, he was appointed Senior vice- President – Central Purchasing and Logistics Mr Anders Narvinger (Head Office). 63 years old, Swedish citizen. Between 2001 and 2009, Mr Wolfgang Colberg was Chief Financial Officer at BSH Bosch und Siemens Hausgeräte GmbH and member Business address: Östermalmsgatan 94 – SE-114 59 Stockholm of the Executive Committee. Since 2009, he has been Chief Financial (Sweden). Officer of Evonik Industries AG as well as a member of the Executive Mr Anders Narvinger holds 1,020 Pernod Ricard shares at 30 June Committee. 2012. Mr Wolfgang Colberg has been a Director of Pernod Ricard since 2008. Mr Anders Narvinger, former CEO of ABB Sweden and of the Association of Swedish Engineering Industries, is the Chairman of the Mr Gérald Frère Board of Directors of TeliaSonera (telecommunications), Trelleborg AB 61 years old, Belgian citizen. (polymer technology), Alfa Laval AB (Swedish engineering company), Coor Service Management Group AB (service management) and Capio Business address: CNP – 12, rue de la Blanche-Borne, 6280 Loverval AB (healthcare). Mr Anders Narvinger holds degrees in engineering (Belgium). and economics and is a member of the Board of Directors of JM AB Mr Gérald Frère holds 1,050 Pernod Ricard shares at 30 June 2012. (building and construction), ÅF AB (technology consulting) and Deputy Chairman of the International Chamber of Commerce (ICC) (Sweden). Mr Anders Narvinger has been a Director of Pernod Ricard since 2009.

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Lastly, Société Paul Ricard has notified the Company that it will be Ratification of the co-option of two Directors, renewal represented by Mr Paul-Charles Ricard as of 29 August 2012, who of the term of office of five Directors, appointment of a will replace Mr Alexandre Ricard . Director and new Permanent Representative of Société The presentations of Ms Martina Gonzalez-Gallarza, Mr Ian Gallienne Paul Ricard and Mr Paul-Charles Ricard are set out below. Ms Martina Gonzalez-Gallarza The Board of Directors, during its meeting on 25 April 2012, on the recommendation of the Nominations Committee, co-opted Ms Martina 43 years old, Spanish citizen. Gonzalez-Gallarza as Director, following Mr Rafaël Gonzalez- Business address: Pernod Ricard España – C/Manuel Marañon 8, Gallarza’s resignation from his functions as Director. This co-option 28043 Madrid (Spain). will be submitted to the ratification of the Shareholders’ Meeting of 9 November 2012. Should the Shareholders’ Meeting ratify such Ms Martina Gonzalez-Gallarza holds 1,100 Pernod Ricard shares at 2 co-option, Ms Martina Gonzalez-Gallarza will be appointed for the 30 June 2012. remainder of Mr Rafaël Gonzalez-Gallarza’s term of office, namely Ms Martina Gonzalez-Gallarza is a graduate of the ICADE Jesuit until the close of this Shareholders’ Meeting. Business School in Madrid and holds a PhD in Marketing from It will then be proposed that the Shareholders’ Meeting renew Valencia University. From 1991 to 1992, she worked in the Marketing the term of office of Ms Martina Gonzalez-Gallarza as Director. In Department of KP Foods (part of the British United Biscuits Group). accordance with the bylaws amended at the Shareholders’ Meeting She then pursued her career in the academic world and held various of 15 November 2011 so as to enable the staggered renewal of functions in the Faculty of Business Studies at the Universidad the Board of Directors, and following the recommendation of the Politecnica of Valencia, notably as Director of the Marketing Nominations Committee, the directorship of Ms Martina Gonzalez- Department and in charge of the International Bureau. In 2004, she Gallarza would be renewed for a term of two years expiring at the was appointed Dean of the Faculty of Business Studies at the Catholic close of the Shareholders’ Meeting held in 2014 to approve the University of Valencia. Since November 2008, Ms Martina Gonzalez- financial statements for the previous financial year. Gallarza has been researcher in consumer behaviour and a lecturer in international masters programmes (MBA) and other diplomas in The Board of Directors, during its meeting on 29 August 2012, co- the Marketing Department of Valencia University. opted Mr Alexandre Ricard as Director, following the sudden death of Mr Patrick Ricard on 17 August 2012. This co-option will be submitted In addition, Ms Martina Gonzalez-Gallarza is a member of the Spanish to the ratification of the Shareholders’ Meeting of 9 November 2012. Marketing Association and the French Marketing Association. Should the Shareholders’ Meeting ratify such co-option , Mr Alexandre Ricard will be appointed for the remainder of Mr Patrick Ricard’s term Mr Ian Gallienne of office, namely until the close of this Shareholders’ Meeting. 41 years old, French citizen. It will then be proposed that the Shareholders’ Meeting, following the Business address: Groupe Bruxelles Lambert (GBL) – Avenue Marnix recommendations of the Nominations Committee, renew the term 24 – 1000 Brussels (Belgium). of office of Mr Alexandre Ricard as Director for a term of four years Mr Ian Gallienne has been Managing Director of Groupe Bruxelles expiring at the close of the Shareholders’ Meeting held in 2016 to Lambert since 2012. He graduated in Management and Administration, approve the financial statements for the previous financial year. with a major in Finance, from the ESDE School in Paris and obtained Furthermore, the directorships of Mr Pierre Pringuet, Mr César Giron an MBA from INSEAD in Fontainebleau. From 1998 to 2005, he was and Mr Wolfgang Colberg expire at the close of the Shareholders’ Manager of the private equity funds Rhone Capital LLC in New York Meeting of 9 November 2012. On the recommendation of the and London. In 2005, he founded the private equity funds Ergon Nominations Committee, it will be proposed that the directorships Capital Partners, of which he was Managing Director until 2012. of Mr Pierre Pringuet, Mr César Giron and Mr Wolfgang Colberg He has been a Director of Groupe Bruxelles Lambert since 2009, of are renewed for a term of four years expiring at the close of Imerys since 2010 and of Lafarge since 2011. the Shareholders’ Meeting held in 2016 to approve the financial statements for the previous financial year. Mr Ian Gallienne also holds the following positions:

Mr Gérald Frère has informed the Board of Directors of his decision „ Director: Gruppo Banca Leonardo SpA (Italy), PLU Holding SAS to resign, for personal reasons, from his duties as Director of the (Corialis), Steel Partners NV (Joris Ide Group) (Belgium), Ergon Company, as of 9 November 2012. Capital SA (Belgium);

The Board of Directors has decided, on the recommendation of the „ Manager: Ergon Capital II SàRL and Egerton SàRL (Luxembourg). Nominations Committee, to propose, to replace Mr Gérald Frère, to the Shareholders’ Meeting of 9 November 2012 the appointment of Mr Ian The Nominations Committee reviewed the candidate and determined Gallienne as Director for a term of two years expiring at the close that Mr Ian Gallienne fully meets the independence criteria set by the of the Shareholders’ Meeting held in 2014 to approve the financial AFEP-MEDEF Code, to which the Company refers. statements for the previous financial year.

26 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY

Mr Paul-Charles Ricard Conflicts of interest 30 years old, French citizen. To the Company’s knowledge and at the time of writing, there are no Business address: 12, place des États-Unis, 75116 Paris (France). potential conflicts of interest between the duties of any of the members of the Company’s Board of Directors and General Management with Mr Paul-Charles Ricard holds 1,433 Pernod Ricard shares at regard to the Company in their capacity as a Corporate Officer and 29 August 2012. their private interests and/or other duties. Mr Paul-Charles Ricard graduated from Euromed Marseille Business To the Company’s knowledge and at the time of writing, there are no School, with a Masters in Management Science, and from University arrangements or agreements established with the main shareholders, Panthéon Assas Paris 2, with a Masters 2 in Communications clients or suppliers under which one of the members of the Board of (Media Law) as well as a Masters in Business Law. He joined Pernod Directors or General Management has been selected in this way. Ricard Holding in 2008 as Internal Auditor in the Audit and Business Development Department. In 2010, Mr Paul-Charles Ricard was To the Company’s knowledge and at the time of writing, with the appointed International Brand Manager of Martell Mumm Perrier- exception of what is described in the “Shareholders’ agreements” 2 Jouët. paragraph of Section 8 “About the Company and its share capital”, no restriction has been accepted by the members of the Board or Mr Paul-Charles Ricard is a member of the Supervisory Board of General Management concerning the disposal of their stake in the Société Paul Ricard. share capital. He was designated Permanent R epresentative of Société Paul Ricard, Director of the Company, on 29 August 2012. Employee representatives Mr Paul-Charles Ricard is the son of Mr Patrick Ricard. The Pernod Ricard employee representation on the Board of Directors is ensured by Ms Carole Misset and Ms Marie-Annick Pluskwa. This representation became effective at the Board of Directors’ meeting of 16 February 2011. Convictions, bankruptcies, conflicts of interest and other information Governance structure No conviction for fraud, association with bankruptcy On 12 February 2009, the Board of Directors of Pernod Ricard or any offence and/or official public sanction confirmed that the AFEP-MEDEF Corporate Governance Code for listed companies published in December 2008, and revised in April 2010 To the best of Pernod Ricard’s knowledge and at the time of writing: (hereinafter referred to as the “AFEP-MEDEF Code”), available on the MEDEF’s website, is applied by Pernod Ricard, notably in preparing „ no conviction for fraud has been issued against the members of the report required by article L. 225-37 of the French Commercial the Company’s Board of Directors or General Management over the code. course of the last five years; The Company believes that its practices comply with the „ none of the members of the Board of Directors or General recommendations of the AFEP-MEDEF Code, which it applies and Management has been associated, over the last five years, with any complies with in full. bankruptcy, compulsory administration or liquidation as a member of any body responsible for corporate governance, supervisory This report was approved by the Board of Directors on 29 August board or board of directors or as a CEO; 2012 and submitted to the Statutory Auditors.

„ no conviction and/or official public sanction has been issued o ver the last five years against the members of the Company’s Board Dissociating the functions of Chairman and CEO of Directors or General Management by statutory or regulatory authorities (including designated professional organisations); and To adapt the governance of the Group and to allow for the natural and operational transition in the Company’s Senior Management, the Board „ no Director or member of the General Management, over the last five of Directors met following the Shareholders’ Meeting of 5 November years, has been prohibited by a court of law from being a member 2008 and decided to separate the functions of Chairman of the Board of a board of directors, a management body or supervisory board of Directors and CEO. Mr Patrick Ricard’s term as Chairman of the or from intervening in the management or conduct of the business Board of Directors was therefore renewed and Mr Pierre Pringuet of a company. was appointed CEO. Mr Patrick Ricard, Chairman of the Board of Directors, passed away Service agreements suddenly on 17 August 2012. At its meeting of 29 August 2012, upon the recommendation of the Nominations Committee , the Board of No member of the Board of Directors or General Management has Directors appointed Ms Danièle Ricard as Chairwoman of the Board any service agreements with Pernod Ricard or any of its subsidiaries. of Directors and Mr Pierre Pringuet as Vice-Chairman of the Board of Directors, with the latter retaining his position as CEO.

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