Rémy Cointreau

Shareholders’ Meeting of 24 July 2019 - Seite 2

In addition, the variable remuneration shall be pro-rated as from 1 April 2019 until the effective date of the termination of her office as Chief Executive Officer.

The amount of the annual variable remuneration of Ms. Chapoulaud-Floquet for the 2019-2020 financial year shall be determined by the Board of Directors, which shall approve the financial statements for the financial year ended 31 March 2020, based on a proposal by the Nomination and Remuneration Committee.

Pursuant to Article L.225-100 of the French Commercial Code, this variable remuneration shall be paid to Ms. Chapoulaud-Floquet only after the Shareholders' Meeting to be held in July 2020 to approve the financial statements for the year ended 31 March 2020.

Non-compete commitment

Valérie Chapoulaud-Floquet shall be bound by a non-compete obligation for a period of 12 months, for which she will receive non-compete compensation equal to 12 months of her annual fixed and variable remuneration (including the special remuneration paid in respect of 2018-2019), for a total of €1,579,883.

Performance shares

Given the exceptional results achieved by Rémy Cointreau, which brought the group a record year, with 2019-2020 targets hit a year early, the Board of Directors - on the recommendation of the Nomination and Remuneration Committee - decided that Ms. Chapoulaud-Floquet would continue to enjoy the rights attached to the 24,400 free shares that were allotted to her as Performance shares on 22 November 2016 (vesting date set at 22 November 2019), on 21 November 2017 (vesting date set at 21 November 2020), and on 17 January 2019 (vesting date set at 17 January 2023); the termination of her office shall not infringe these rights.

Governance:

The Chairman thanked Mrs Florence Rollet and Mr Yves Guillemot for their essential contribution to the work of the Board and its committees as independent directors and reiterated the importance of having experienced professionals and a significant number of independent directors on the Board, particularly for a group with a major shareholder.

The Shareholders also approved the reappointment as Directors, for a period of three years, of Marc Hériard Dubreuil, Olivier Jolivet, and the Orpar company, represented by Gisèle Durand.

Lastly, the Shareholders approved, for a period of three years, the appointment of Hélène Dubrule (independent director) and Marie-Amélie Jacquet as Directors: