Pernod Ricard : Contrat d’agent s’agissant des obligations sous droit anglais (English law agency agreement) en date du 24 octobre

THIS AGREEMENT is made on 24 October 2023

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BETWEEN:

1. PERNOD RICARD INTERNATIONAL FINANCE LLC, a limited liability company organized under the laws of the State of Delaware, whose registered office is located at 250 Park Avenue, New York, NY 10177, United States of America ("PRIF" or the "Issuer");
2. PERNOD RICARD, a French société anonyme with a share capital of €399,818,400.25 whose registered office is at 5, cours Paul Ricard, 75008 Paris, France, registered under number 582 041 943 RCS Paris (the "Guarantor"); and
3. SOCIÉTÉ GÉNÉRALE LUXEMBOURG a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg and having its registered office at 11, avenue Emile Reuter, L-2420 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies registry ("RCS") under number 6061, as registrar, fiscal agent, transfer agent, calculation agent and paying agent (the "Registrar", the "Fiscal Agent", the "Transfer Agent", the "Calculation Agent" and the "Paying Agent").

WHEREAS:

1. On 26 May 2020 Pernod Ricard established a €7,000,000,000 euro medium term note programme which envisages the issue from time to time of euro medium term notes governed by French law (the "Programme"). On 6 October 2020 it was decided to amend and update the Programme to include a new issuer, PRIF, with a full, unconditional and irrevocable guarantee of Pernod Ricard (the "Guarantor"), for notes issued by such new issuer. It has been decided to further update the Programme. For the purpose of the Programme, the parties entered into a English law agency agreement on 26 May 2020 with Société Générale Luxembourg, as last amended and restated on 24 October 2022 (the "Original Agency Agreement").
2. In connection with the Programme, Pernod Ricard, as issuer and Guarantor, and PRIF as Issuer have prepared a base prospectus dated 24 October 2023 which comprises a separate base prospectus for each of Pernod Ricard and PRIF as issuers for the purposes of Article 8 of the EU Prospectus Regulation, which was approved by the Autorité des marchés financiers (the "AMF") on 24 October 2023 (as supplemented from time to time, the "Base Prospectus").
3. PRIF proposes to issue notes under the Programme which shall be governed by English law (the "Notes"), the conditions of which are set out in the Base Prospectus as completed, with respect to any Notes represented by a Global Note Certificate (as defined below), by the provisions of such Global Note Certificate, including any additional provisions forming part of such terms and conditions relating to the Notes of that Series that are endorsed on or attached to such Global Note Certificate (including the relevant Final Terms) (as defined in the Base Prospectus) (the "Conditions").
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1. It has been resolved that the Original Agency Agreement be amended and restated as set out below (the "Agreement" or the "Agency Agreement").
2. The Issuer and the Guarantor have entered, in connection with the issuance of the Notes under the Programme, into a dealer agreement dated 24 October 2023 (the "Dealer Agreement").
3. The Guarantor has authorised the granting of its guarantee in relation to the Notes under a deed of guarantee dated 24 October 2023 (the "Guarantee").
4. Notes may be issued on the basis that they will be admitted to trading by one or more listing authorities or stock exchanges or that they will not be so admitted. The relevant Issuer has made an application for Notes issued under the Programme to be admitted to trading on the regulated market of Euronext Paris which is a regulated market for the purposes of the Directive on Markets in Financial Instruments 2014/65/EU as amended (each such regulated market being an "EEA Regulated Market").
5. Notes issued under the Programme will be issued pursuant to the Base Prospectus describing the Programme and comprising a form of Final Terms (as defined below) relating to the final terms of the particular Tranche of Notes.
6. The Notes are constituted by, have the benefit of, and are subject to, a deed of covenant dated 24 October 2023 (the "Deed of Covenant") entered into by PRIF.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

All terms and expressions which have defined meanings in the Base Prospectus or the Dealer Agreement shall have the same meanings in this Agreement except where the context requires otherwise or unless otherwise stated. In addition, for the purposes of this Agreement, the following expressions have the following meanings:

"Agents" means the Paying Agents, the Registrar, the Transfer Agents, and any Calculation Agent and "Agent" means any one of the Agents;

"AMF" means the Autorité des marchés financiers;

"Bail-inLegislation" means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

"Bail-inPowers" means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;

"Base Prospectus" means the base prospectus dated 24 October 2023 prepared in connection with the Programme and constituting a base prospectus for the purposes of Article 8 of the EU Prospectus Regulation, as revised, supplemented or amended from time to time by the Issuer and the Guarantor (including any documents which are

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incorporated in the Base Prospectus by reference) except that in relation to any particular Tranche of Notes and the related Final Terms, those Final Terms which are expressed to be applicable in the case of such Tranche only, shall be deemed to be included in the Base Prospectus and the following shall not be deemed to be included in the Base Prospectus in relation to such Tranche: (i) any then current or subsequent Final Terms expressed to be applicable in the case of any other Tranche and (ii) any revision, supplement or amendment to or incorporation of information in the Base Prospectus subsequent to the Issue Date of such Tranche;

"BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

"BRRD Counterparty" means each party to this Agreement, as the case may be, other than the relevant BRRD Party, that is a counterparty to any BRRD Party;

"BRRD Liability" means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;

"BRRD Party" means any party to this Agreement subject to the Bail-in Legislation;

"Business Day(s)" means a day/days (other than a Saturday or Sunday) on which banks are open for business in the place where the person(s) required to do something is/are located;

"Calculation Agent" means Société Générale Luxembourg appointed as calculation agent under the Programme pursuant to this Agreement (or such other Calculation Agent(s) as may be appointed hereunder from time to time either generally hereunder or in relation to a specific issue or Series of Notes);

"Clearstream" means Clearstream Banking SA;

"Code" means the U.S. Internal Revenue Code of 1986, as amended;

"Commissionaire Account" means an account with either Euroclear Bank SA/NV or Clearstream the terms of which include a third-party beneficiary clause ("stipulation pour autrui") with the Issuer as the third-party beneficiary;

"Common Depositary" means, in relation to a Series of Notes, a depositary common to Euroclear and Clearstream in respect of such Notes;

"Common Service Provider" means a person nominated by the ICSDs to perform the role of common service provider;

"Conditions" has the meaning given in the Base Prospectus except that, in relation to any particular Tranche of Notes, it means the English Law Terms and Conditions of the Notes (as set out in the Base Prospectus and as amended or completed as described in the relevant Final Terms), and any reference to a numbered "Condition" is to the correspondingly numbered provision thereof;

"Contracts" means this Agreement, the French Law Agency Agreement, the Dealer Agreement, the Deed of Covenant and any Relevant Agreement;

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"Dealers" has the meaning given in the Base Prospectus, as defined in the General Description of the Programme;

"Dealer Agreement" means the dealer agreement dated 24 October 2023 made between PRIF, the Guarantor, Société Générale (as Arranger) and the Dealers;

"EEA" means the European Union plus Iceland, Norway and Liechtenstein;

"EU Bail-inLegislation Schedule" means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at the LMA website under EU Bail-in Legislation Schedule;

"EU Prospectus Regulation" means Regulation (EU) 2017/1129 dated 14 June 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market as may be amended or supplemented from time to time;

"Euroclear" means Euroclear Bank SA/NV;

"FATCA Withholding" means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto;

"Final Terms" means in relation to any Tranche of Notes the final terms document substantially in the form set out in the Base Prospectus which will be completed at the time of the agreement to issue such Tranche of Notes and which will constitute final terms for the purposes of Article 8 of the EU Prospectus Regulation;

"Fiscal Agent" means Société Générale Luxembourg appointed as fiscal agent under the Programme pursuant to this Agreement, or such successor fiscal agent as may be appointed hereunder;

"Global Note Certificate" means a Global Note Certificate substantially in the form set out in Schedule 1 (Form of Global Note Certificate) of this Agency Agreement;

"ICSDs" means Clearstream and Euroclear;

"ICSD DVP Syndicated New Issues Process" means the Delivery Versus Payment (DVP) Syndicated New Issues process within the ICSDs announced on 30 November 2020 and introduced on 14 March 2022;

"Individual Note Certificate" means a Note certificate substantially in the form set out in Schedule 2 (Form of Individual Note Certificate) of this Agency Agreement;

"Issue Date" means in relation to any Note the date of issue of such Note;

"Local Banking Day" means a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the city in which the Fiscal Agent has its Specified Office;

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"Local Time" means the time in the city in which the Fiscal Agent has its Specified Office;

"Master Global Note Certificate" means a Global Note Certificate which is complete except that it requires:

1. a copy of the Final Terms in respect of the Tranche of Notes to which it will relate to be attached thereto;
2. completion by the Fiscal Agent, on behalf of the Issuer, as to the details of the Tranche of Notes to which it will relate; and
3. authentication by or on behalf of the Registrar.

"Note Certificate" means a Global Note Certificate and/or an Individual Note Certificate;

"Noteholder" has the same meaning as in the Conditions;

"Paying Agent" means Société Générale Luxembourg in its capacity as Paying Agent, which expression shall also include the Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Agency Agreement;

"Put Notice" means a notice of exercise relating to the put option contained in Condition 8(g) (Redemption of the Notes at the Option of the Holders), substantially in the form set out in Schedule 6 (Form of Put Notice) or such other form as may from time to time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;

"Put Receipt" means a receipt delivered by a Paying Agent in relation to an Individual Note Certificate which is the subject of a Put Notice, substantially in the form set out in Schedule 8 (Form of Put Receipt) or such other form as may from time to time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;

"Put Option Notice" means a notice of exercise relating to the change of control put option contained in Condition 8(g) (Redemption of the Notes at the Option of the Holders), substantially in the form set out in Schedule 7 (Form of Put Option Notice) or such other form as may from time to time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;

"Put Option Receipt" means a receipt delivered by a Paying Agent in relation to an Individual Note Certificate which is the subject of a Put Option Notice, substantially in the form set out in Schedule 9 (Form of Put Option Receipt) or such other form as may from time to time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;

"Register" has the meaning set out in Clause 5 (Transfers of Notes);

"Registrar" means Société Générale Luxembourg acting in such capacity, as described in this Agreement;

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"Regulations" means the regulations concerning the transfer of Notes as the same may from time to time be promulgated by the Issuer and approved by the Registrar (the initial regulations being set out in Schedule 10 (Regulations concerning transfers and registration of Notes));

"Relevant Agreement" means an agreement (whether oral or in writing) between the Issuer and any Dealer(s) for the sale by the Issuer and the purchase or, as the case may be, subscription as principal by such Dealer(s) (or on such other basis as may be agreed between the Issuer and the Relevant Dealer(s) at the relevant time) of any Notes and shall include, without limitation, any agreement in the form or based on the form set out in Schedule 7 (Pro Forma Subscription Agreement) of the Dealer Agreement;

"Relevant Resolution Authority" means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party:

"Replacement Agent" means the Registrar (and, if the Notes are then admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent or Transfer Agent having its specified office in the place required by such competent authority, stock exchange and/or quotation system);

"Required Agent" means any Paying Agent (which may be the Fiscal Agent) or Transfer Agent (which expression shall include, for the purposes of this definition only, the Registrar) which is the sole remaining Paying Agent or (as the case may be) Transfer Agent with its Specified Office in any city where a listing authority, stock exchange and/or quotation system by which the Notes are admitted to listing, trading and/or quotation requires there to be a Paying Agent, or, as the case may be Transfer Agent;

"Specified Office" of any Agent means the office specified against its name in Schedule 4 (The Specified Offices of the Agents) or, in the case of any Agent not originally party hereto, specified in its terms of appointment (or, in the case of a Calculation Agent which is a Dealer, specified for the purposes of Clause 5.2 of the Dealer Agreement) or such other office in the same country as such Agent may specify by notice to the Issuer and the other parties hereto in accordance with Clause 14.4 (Change of Office);

"T2" means the real-time gross settlement system operated by the Eurosystem, or any successor system;

"Tranche" means Notes which are identical in all respects (including as to the admission to trading); and

"Transfer Agent" means Société Générale Luxembourg in its capacity as transfer agent, which expression shall also include any substitute or additional paying agents appointed in accordance with the Agency Agreement.

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1.2 Meaning of outstanding

For the purposes of this Agreement (but without prejudice to its status for any other purpose), a Note shall be considered to be "outstanding" unless one or more of the following events has occurred:

1. it has been redeemed in full, or purchased under Condition 8(i) (Redemption and Purchase - Purchases), and in either case has been cancelled in accordance with Condition 8(j) (Redemption and Purchase - Cancellation);
2. the due date for its redemption in full has occurred and all sums due in respect of such Note (including all accrued interest) have been received by the Fiscal Agent and remain available for payment;
3. all claims for principal and interest in respect of such Note have become void under Condition 10 (Prescription);
4. it has been mutilated or defaced, or is alleged to have been lost, stolen or destroyed, and has been replaced pursuant to Condition 12 (Replacement of Notes); or
5. for the purposes of Schedule 3 (Provisions for Meetings of the Noteholders) only, it is held by, or by any person for the benefit of, the Issuer or the Guarantor.

Provided, however, that, for the purposes of (i) ascertaining the right to attend and vote at any meeting of Noteholders and (ii) Condition 14 (Meetings of Noteholders, Modification and Waiver) of the relevant Notes and Schedule 3 (Provisions for Meetings of the Noteholders), those Notes (if any) which are for the time being held by any person (including but not limited to the Issuer, the Guarantor or any Subsidiary of either) for the benefit of the Issuer, the Guarantor or any Subsidiary of either shall (unless and until ceasing to be so held) be deemed not to remain outstanding.

1. Records
   Any reference in this Agreement to the records of an ICSD shall be to the records that each of the ICSDs holds for its customers which reflect the amount of such customers' interests in the Notes (but excluding any interest in any Notes of one ICSD shown in the records of another ICSD).
2. Clauses and Schedules
   Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.
3. Principal and interest
   In this Agreement, any reference to principal or interest includes any additional amounts payable in relation thereto under the Conditions.
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1. Other agreements
   All references in this Agreement to an agreement, instrument or other document (including the Dealer Agreement, the Deed of Covenant, the Guarantee and the Base Prospectus) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time. In addition, in the context of any particular Tranche of Notes, each reference in this Agreement to the Base Prospectus shall be construed as a reference to the Base Prospectus as supplemented and/or amended by the relevant Final Terms.
2. Legislation
   Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.
3. Headings
   Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

2. APPOINTMENT OF THE AGENTS

1. Appointment
   The Issuer and the Guarantor appoint each of the Agents at their respective Specified Offices as their agent in relation to the Notes for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto.
2. Acceptance of appointment
   Each of the Agents accepts its appointment as agent of the Issuer and the Guarantor in relation to the Notes and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto.

3. THE NOTES

3.1 Global Note Certificates

Each Global Note Certificate shall:

1. be in substantially the form set out in Schedule 1 (Form of Global Note Certificate);
2. have the Conditions attached thereto or incorporated by reference therein;
3. have the relevant Final Terms attached thereto; and
4. be executed by or on behalf of the Issuer or shall be a duplicate of the relevant Master Global Note Certificate supplied by the Issuer under Clause 4.2 (Master
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