NOTICE

OF MEETING

COMBINED SHAREHOLDERS'

MEETING

18 JULY 2024,

9:30 AM

2024

COMBINED SHAREHOLDERS' MEETING

2024

18 July, 2024, 9:30 AM

Au Club de la Maison Rémy Martin 13 rue Joseph Pataa

16100 Cognac

CONTENTS

1

AGENDA

3

2

PROCEDURES FOR PARTICIPATING IN THE MEETING

5

1.

Attendance at the meeting

5

2.

Requests for inclusion of draft resolutions or items for the agenda

8

3.

Written questions

8

4.

Documents accessible to shareholders

8

3

SUMMARY OF THE ACTIVITY FOR 2023/2024

9

4

FINANCIAL RESULTS OF THE PAST FIVE YEARS

13

5

GOVERNANCE

14

6

COMPENSATION AND BENEFITS

35

7

EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS

59

JOINT INTERVIEW

Marie-Amélie de Leusse - Chairwoman Éric Vallat - Chief Executive Officer

What will you remember about 2023?

Marie-Amélie de Leusse: It was an eventful year, and sometimes a turbulent one. This wasn't a first in Rémy Cointreau's long history, and we are well equipped for uncertain times like these. Our corporate culture, our strategic vision and the passion of our teams, which I would like to acknowledge here, are our greatest assets to continue and strengthen our growth.

Éric Vallat: After three years of very sustained growth, we encountered some unexpected difficulties in our various markets. In China, we were expecting a post-Covid recovery, which didn't materialise. In the United States, we were impacted by a sharp normalization of consumption, inflation and the boom in Ready-to-Drink beverages. The rise in interest rates, and hence the cost of money, has also led our distributors to continue to reduce inventory. Only Europe

has shown some resilience. In this particularly complex environment, we reacted very quickly, adapting our cost structure and asking our teams around the world to make major efforts. I would like to thank them for their responsiveness and sense of initiative.

Haven't these difficulties affected the Group's strategy?

Éric Vallat: We are convinced that our value strategy remains the right one, even if inflation dented our customers' purchasing power in 2023. It is consistent with the underlying trend to drink less but better, and with our well-balanced portfolio of top-of-the-range and exceptional brands. We thus continued to invest in our brands in 2023, which have become much more visible and well- known in recent years. As we know, today's desirability determines tomorrow's sales.

"Our employees are very proud to perpetuate a magnificent heritage.

I have every confidence in their capacity for innovation and constant renewal, to carry our values of excellence ever further."

- Marie-Amélie de Leusse -

An exceptional brand is based on three essential pillars: quality (the rational); desirability (the emotional); and finally, the customer experience. This is a real challenge in a business with lots of middlemen, where we don't sell directly to the end customer.

RÉMY COINTREAU

01

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

JOINT INTERVIEW

"Our corporate culture, our strategic vision and the enthusiasm of our teams are our greatest assets."

On the other hand, e-commerce offers us a new opportunity to engage in direct dialogue with our customers. In China, it now accounts for 25% of our turnover. In addition, with LOUIS XIII, we have developed unique Retail expertise.

How do you reconcile agility with long-term thinking?

Marie-Amélie de Leusse: By drawing on the strength of our roots! This year we're celebrating the tercentenary of the House of Rémy Martin, a long-preparedevent. This is a very important moment for us, embodied in the reopening of the historic House in Cognac and the creation of a new visitors' tour. Throughout 2024, this celebration will be an essential time for sharing, with our teams, our customers and our partner winegrowers.

Has progress been made with the Group's CSR roadmap this year?

Éric Vallat: Environmental concerns are at the heart of our DNA. Taking care of our land, as we have done for 300 years, means ensuring that it is passed on to future generations in good health. We have thus continued with the roll-out of our

transformation plan, Sustainable exception, and our efforts have been recognised. Rémy Cointreau was rated "A"

"In this particularly complex environment, we reacted very quickly, adapting our cost structure and asking our teams around the world to make major efforts. I would like to thank them for their responsiveness and sense of initiative."

- Éric Vallat -

in the Climate and Water categories and "Leader" in the Suppliers category at the 2024 CDP Europe Awards. Westland received B Corp certification this year and it was renewed for PHD Malts. Telmont happily places environmental protection at the heart of everything it does. The expertise of Domaine des Hautes Glaces, a pioneer in sustainability and eco-design, had enabled us to take a fresh look at our practices. Lastly, we are continuing with the conversion of our estates to agroecology. At Rémy Martin, we are also on track with our road map, with almost half of our partner winegrowers certified.

What are your priorities now?

Marie-Amélie de Leusse: I would like to pay particular attention, with the senior management team, to keep our teams motivated around our strategic plan, which takes us into the future. Our employees are very proud to perpetuate a magnificent heritage. I have every confidence in their capacity for innovation and constant renewal, to carry our values of excellence ever further.

Éric Vallat: We've been through a challenging year that has forced us to make some difficult decisions. But these decisions will enable us to maintain our value strategy in a macroeconomic environment that remains unfavourable. We will continue to innovate and implement targeted actions aimed at customers, whose buying patterns we know increasingly well. And when the economic recovery comes, we'll be ready and well positioned. Recent events have also confirmed our belief that we need to win over new regions to prepare for the future: Southern Europe, India, Africa and South America. This geographical expansion will take time, but will contribute to a more balanced and sustainable growth.

02

RÉMY COINTREAU

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

1

AGENDA

ORDINARY BUSINESS

  • Approval of the company financial statements for the 2023/2024 financial year ;
  • Approval of the consolidated financial statements for the 2023/ 2024 financial year ;
  • Appropriation of income and setting of the dividend ;
  • Option to pay the dividend in shares ;
  • Agreements covered by Article L. 225-38 et seq. of the French Commercial Code ;
  • Renewal of Bruno Pavlovsky's term of office as a Board member ;
  • Renewal of Marc Verspyck's term of office as a Board member ;
  • Renewal of Caroline Bois Hériard Dubreuil's term of office as a Board member ;
  • Renewal of Elie Hériard Dubreuil's term of office as a Board member ;
  • Appointment of Pierre Bidart as a Board member ;
  • Approval of the information regarding the compensation of corporate officers paid during or awarded in respect of the 2023/ 2024 financial year referred to in Article L. 22-10-9, I of the French Commercial Code ;

p Approval of the components of the total compensation and benefits of any kind paid during, or awarded in respect of, the financial year ended 31 March 2024, to Marie-Amélie de Leusse, Chairwoman of the Board of Directors, in accordance with Article L. 22-10-34 of the French Commercial Code ;

  • Approval of the components of total compensation and benefits of any kind paid during or awarded to Éric Vallat, Chief Executive Officer, in respect of the financial year ended 31 March 2024, pursuant to Article L. 22-10-34 of the French Commercial Code ;
  • Approval of the compensation policy for the Chairman of the Board of Directors the 2024/2025 financial year ;
  • Approval of the compensation policy for the Chief Executive Officer for the 2024/2025 financial year ;
  • Approval of the compensation policy for Board members for the 2024/2025 financial year ;
  • Reappointment of Price Waterhouse Coopers Audit as Statutory Auditors ;
  • Appointment of ACA NEXIA as Statutory Auditors responsible for certifying the sustainability information ;
  • Authorisation for the Board of Directors to trade in the Company's shares.

RÉMY COINTREAU

03

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

AGENDA

EXTRAORDINARY BUSINESS

  • Authorisation enabling the Board of Directors to reduce the share capital via the cancellation of treasury shares held by the Company ;
  • Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or marketable securities giving immediate or future access to equity securities to be issued, with the maintenance of the shareholders' preferential subscription right ;
  • Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or marketable securities giving immediate or future rights to equity securities, with cancellation of shareholders' preferential subscription rights through a public offer other than that referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code ;
  • Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or marketable securities giving immediate or future access to equity securities to be issued, with cancellation of shareholders' preferential subscription rights through private placements referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code ;
  • Authorisation for the Board of Directors to increase the number of securities to be issued in the event of excess demand, up to a limit of 15% of the initial issue, with maintenance or cancellation of shareholders' preferential subscription rights ;
  • Delegation of authority to the Board of Directors to set the issue price of the securities to be issued, with cancellation of

shareholders' preferential subscription rights, by public offering or by private placement, up to the limit of 10% of the share capital per year ;

  • Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or marketable securities giving immediate or future access to the equity securities to be issued, with cancellation of shareholders' preferential subscription rights in the event of a public exchange offer initiated by the Company ;
  • Delegation of authority to the Board of Directors to issue ordinary shares and marketable securities giving access to the capital in consideration for contributions in kind granted to the Company, up to the limit of 10% of the share capital ;
  • Delegation of authority to the Board of Directors to increase the capital by incorporation of reserves, profits or premiums ;
  • Delegation of authority to the Board of Directors to carry out a capital increase reserved for employees of the Company or companies related to it, with cancellation of preferential subscription rights ;
  • Authorisation to the Board of Directors to allocate new or existing bonus shares in the Company for the benefit of the Company's employees or corporate officers and those of related companies, which automatically entails a waiver of shareholders' preferential subscription rights ;
  • Powers to carry out formalities.

04

RÉMY COINTREAU

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

2

PROCEDURES FOR

PARTICIPATING IN THE MEETING

ATTENDANCE AT THE MEETING

1. GENERAL RULES

Any shareholder, regardless of the number of shares they hold, may attend this shareholders' meeting by producing evidence of their identity and the ownership of their shares.

2. PRELIMINARY FORMALITIES TO ATTEND THE SHAREHOLDERS' MEETING

Pursuant to Article R. 22-10-28 of the French Commercial Code, shareholders must produce evidence of ownership of their shares, at the Record Date, by Tuesday 16 July 2024 at 00.00 Paris time (hereinafter D-2), or in the registered share register held for the Company by its authorised agent, Société Générale, or in the bearer share register held by an authorised intermediary (in application of paragraph 7 of Article L. 228-1 of the French Commercial Code).

For registered shareholders, this registration by D-2 in the registered share register is enough to allow them to attend the meeting.

For bearer shareholders, this registration of shares must be recorded in a certificate of attendance issued by the intermediary, who will thereby produce evidence of the share owner's status as a shareholder. The certificate of attendance is prepared in the shareholder's name or on behalf of the non-resident shareholder

represented by the registered intermediary. The account keeper must attach the attendance certificate to the postal or proxy voting form and send it to the centraliser, i.e.: Société Générale Securities Services - Service Assemblées - CS 30812 - 44308 Nantes Cedex 3 no later than Monday 15 July 2024 at 11:59pm.

At any time, the shareholder may assign some or all of their shares; however, if the outcome of the sale (Transfer of ownership) occurs:

  • before D-2 at 00.00 Paris time, the vote cast by mail or the proxy form, accompanied by a certificate of attendance, will be invalidated or amended accordingly, as applicable;
  • after D-2 at 00.00 Paris time, regardless of the method used, it will be neither reported by the authorised intermediary nor taken into account by the Company.

RÉMY COINTREAU

05

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

PROCEDURES FOR PARTICIPATING IN THE MEETING

3. WAYS TO PARTICIPATE IN THE MEETING

The shareholder has the right to participate in the Shareholders' Meeting:

  • either by attending in person;
  • or voting by post;
  • or by being represented by any natural person or legal entity of their choice;
  • or by being represented by the Chairman of the Shareholders' Meeting.

The Company gives its shareholders the option of carrying out the formalities for voting by mail or assigning power to the Chairman or a Third Party online via the secure platform known as "VOTACCESS®", hereinafter referred to as VOTACCESS.

The VOTACCESS platform will be open from Friday 28 June 2024 at 9.00am to Wednesday 17 July 2024 at 3.00pm (Paris time).

To keep the VOTACCESS platform from becoming congested, shareholders are urged to enter their instructions as soon as possible and not to wait until the day before the Shareholders' Meeting.

Only holders of bearer shares whose account-keeping institutions have enrolled in the VOTACCESS system and who offer them this service for this meeting will have access to it.

The account keepers of the shareholder's bearer shares who are not enrolled in VOTACCESS or who require terms of use for site access will tell the shareholder how to proceed.

3.1 Shareholders wishing to attend the Shareholders' Meeting in person

Shareholders wishing to attend the Shareholders' Meeting in person must bring an admission card. As this document is strictly personal, it cannot be transferred to another person.

Holders of registered shares registered for at least one month on the date of the meeting notice will receive the meeting notice accompanied by a single form by post.

They may obtain their admission card either by returning the duly completed and signed voting form using the prepaid reply envelope attached to the notice of meeting received by post, or by logging onto the website https://sharinbox.societegenerale.com with their usual access codes (set out on the single voting form) or their login email (if they have already activated their Sharinbox by SG Markets account). The password for connecting to the site was sent to shareholders by mail when they first contacted Société Générale Securities Services. It can be resent by clicking "Forgot your password?" on the site's home page.

The admission card will then be sent to the shareholder by post if they are unable to print it.

Holders of bearer shares must either connect using their usual access codes to the Internet portal of their securities account keeper to access the VOTACCESS site and then follow the procedure indicated on the screen to print their admission card, or send a request for the single form to their securities account keeper. In the latter case, if they have not received their admission card by Tuesday 16 July 2024 (D-2 working days), they must ask their securities account keeper to issue a shareholding certificate providing proof of their status as a shareholder on D-2 to be admitted to the meeting.

All requests received no later than Monday 15 July 2024 at 11.59pm (D-3 working days) will be granted. Nevertheless, shareholders wishing to attend the meeting should make their request as soon as possible in order to receive the card in good time.

Holders of bearer and registered shares must be able to prove their identity to attend the Shareholders' Meeting.

Shareholders must present themselves before the time set for the start of the Shareholders' Meeting, after which access to the meeting room, with the possibility of voting, cannot be guaranteed.

3.2 To vote BY MAIL or assign proxy to the Chairman of the meeting, by mail (using the SINGLE Form)

Shareholders wishing to vote by mail or assign written proxy to the Chairman of the meeting using the Single Form may do so by mail, as follows:

  • holders of registered shares (pure or administered) should return the Single Form, which they will receive with the meeting notice and related documents, to the centraliser using the prepaid T envelope attached to the meeting notice;
  • holders of bearer shares may ask their account-keeping institution for a Single Form. Once filled out by the shareholder, this form should be returned to their account-keeping institution, which will attach a certificate of attendance to it and mail it to the centraliser: Société Générale Securities Services - Service Assemblées - CS 30812 - 44308 Nantes Cedex 3.

In order to be counted, forms must be received by Société Générale Securities Services - Service Assemblées - CS 30812 - 44308 Nantes Cedex 3, no later than three calendar days before the

Shareholders' Meeting, i.e. Monday 15 July 2024 by 11.59pm (Paris time).

This Single Form will be sent to every shareholder who requests one in writing, from Société Générale Securities Services (Service Assemblées, CS 30812, 44308 Nantes Cedex 3, France) or from the financial intermediary keeping the securities account of the shareholder of bearer shares.

Requests for the Single Form should be made in writing and be received by Société Générale no later than six calendar days before the date of the meeting, i.e. Friday 12 July 2024.

The Single Form will also be available on the Rémy Cointreau website at www.remy-cointreau.com, no later than twenty-one days before the meeting, i.e. on Thursday 27 June 2024.

However, the Single Form should on no account be sent directly to Rémy Cointreau.

06

RÉMY COINTREAU

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

PROCEDURES FOR PARTICIPATING IN THE MEETING

3.3 To vote BY MAIL or assign proxy to the chairman of the meeting, online (via VOTACCESS)

Shareholders also have the option of sending their voting instructions online before the Shareholders' Meeting, using the via "VOTACCESS" secure system, under the following conditions:

  • holders of registered shares (pure or administered) wishing to vote online can access the VOTACCESS site via https:// sharinbox.societegenerale.com
  • Holders of pure registered shares should log in with their usual access codes (shown on the single voting form) or their login email (if they have already activated their Sharinbox by SG Markets account). The password for connecting to the site was sent to shareholders by mail when they first contacted Société Générale Securities Services. It can be resent by clicking "Forgot your password?" on the site's home page.
  • Holders of administered registered shares held by an intermediary should log in to Sharinbox using the ID number shown in the upper right-hand corner of their paper voting form.
  • An access code letter will be sent to all administered shareholders that are new or that have never logged in, before the opening of the vote, so that they are able to connect to Sharinbox and vote.
  • After logging in, holders of registered shares (pure or administered) should follow the instructions on the screen to access the VOTACCESS website and vote;

p holders of bearer shares should check with the financial intermediary managing their securities account to find out whether they are enrolled in the VOTACCESS system and, as applicable, whether such access is subject to special terms of use. As stated previously, only holders of bearer shares whose financial intermediary has enrolled in the VOTACCESS system may access it. If this is the case, then the shareholders should identify themselves on their financial intermediary's online portal with their usual access codes. Next they should click on the icon that appears on the line matching their Rémy Cointreau shares and follow the instructions on the screen to access the VOTACCESS site and vote.

  • If the shareholder's account-keeping institution has not enrolled in the VOTACCESS system, the shareholder should refer to the instructions in paragraph 3.1 above.

If the shareholder has voted or assigned power to the Chairman of the meeting online, they should not return their Single Form.

You are reminded that the VOTACCESS secure platform will be open from Friday 28 June 2024 at 9.00am to Wednesday 17 July 2024 at 3.00pm (Paris time).

However, to keep this platform from becoming congested, we urge you to enter your instructions as soon as possible, and not to wait until the day before the Shareholders' Meeting.

3.4 Notification of the assignment or repeal of a proxy given to a third party, by post or online (via VOTACCESS)

You are reminded that for any proxy given by a shareholder without indicating a Proxyholder, the Chairman of the Shareholders' Meeting will vote in favour of adopting the draft resolutions presented or approved by the Board of Directors and vote against the adoption of all other draft resolutions.

Pursuant to Article R. 225-79 of the French Commercial Code, notice of the assignment or repeal of a proxy given to a Third Party may first be given by mail:

  • holders of registered shares (pure or administered) should return the Single Form, which they will receive with the meeting notice, to the centraliser using the prepaid T envelope attached to the meeting notice;
  • holders of bearer shares may ask their account-keeping institution for a Single Form. Once filled out by the shareholder, this form should be returned to their account-keeping institution, which will attach a certificate of attendance to it and mail it to the centraliser: Société Générale Securities Services - Service Assemblées.

In order to be counted, forms must be received by Société Générale - Service des Assemblées no later than three calendar days before the Shareholders' Meeting, i.e. Monday 15 July 2024 by 11.59pm (Paris time).

Notice of the assignment or repeal of a proxy given to a Third Party may also be given more quickly online by the following procedures:

p holders of registered shares (pure or administered): must make their request via the site https://sharinbox.societegenerale.com by logging in as specified above for the vote or giving proxy to the Chairman. After logging in, the shareholder should follow the instructions on the screen to access the "VOTACCESS" website to appoint or revoke a Proxyholder;

  • holders of bearer shares: must make their request via the Internet portal of their securities account keeper to access the VOTACCESS site, no later than Wednesday 17 July 2024 (D-1) at 3.00pm.

Written and signed proxies must indicate the surname, first name and address of the shareholder as well as those of their proxyholder. The proxy is revoked under the same formal conditions as those used for its assignment.

Assignments or repeals of proxies expressed by the VOTACCESS system must reach Société Générale no later than Wednesday 17 July 2024 at 3.00pm (Paris time).

Any shareholder who has already cast a vote remotely, sent a proxy or requested an admission card or a shareholding certificate (under the conditions defined in paragraph II of Article R. 225-85), may no longer choose another method of participation in the meeting. Shareholders who have voted remotely (online or using the paper voting form) will no longer be able to vote directly at the meeting or to be represented by a proxy, but will be able to attend.

RÉMY COINTREAU

07

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

PROCEDURES FOR PARTICIPATING IN THE MEETING

REQUESTS FOR INCLUSION OF DRAFT RESOLUTIONS OR ITEMS FOR THE AGENDA

One or more shareholders representing at least the fraction of share capital specified by applicable laws and regulations may request the inclusion of items for the agenda or draft resolutions under the conditions laid down in Articles L. 225-105 and R. 225-71 to R. 225-73 of the French Commercial Code.

Requests for inclusion of items or draft resolutions on the agenda by shareholders satisfying the legal conditions must be received, under the terms set forth by Articles R. 225-73 and R. 22-10-22 of the French Commercial Code, at the Company's registered office (or preferably the Administrative department: 21 rue Balzac, 75008 Paris) by registered letter with acknowledgement of receipt or electronically (preferred method) by logging on to the Company's website: www.remy-cointreau.com, in the "Contact / Financial Information" section, no later than the twenty-fifth calendar day before the date set for the General Meeting, i.e. Sunday 23 June 2024.

They must be accompanied by a share registration certificate proving that the authors of the request hold or represent the fraction of the share capital required by the aforementioned Article R. 225-71. Furthermore, the request for inclusion of draft resolutions should be accompanied by the text of the draft resolutions, and the request for inclusion of items on the agenda should be substantiated.

The meeting's review of the items and draft resolutions filed by the shareholders under the legal and regulatory conditions is subject to transmission by the authors of the request for a new certificate showing share registration under the same conditions at D-2 (i.e. Tuesday 16 July 2024 at 0.00am Paris time).

These items or new draft resolutions will be included on the meeting agenda and brought to the shareholders' attention under the conditions set forth by current regulations (specifically on the Company website: www.remy-cointreau.com).

WRITTEN QUESTIONS

Pursuant to Article R. 225-84 of the French Commercial Code, shareholders wishing to ask written questions should, as from this publication and no later than four business days before the meeting date, i.e. Thursday 11 July 2024 at 11.59pm (Paris time), send their questions to the registered office by registered letter with acknowledgement of receipt to the Chairman of the Board of Directors, or, preferably, by email to the following address: AG2024@remy-cointreau.com

To be taken into account, these questions must be accompanied by an account registration certificate.

The Board of Directors will answer these written questions either during the meeting or via the Company's website. A single answer may be provided for several questions with the same content.

After the meeting, all answers will be posted on the Company's website: www.remy-cointreau.com

DOCUMENTS ACCESSIBLE TO SHAREHOLDERS

Documents that should be made accessible to shareholders for the meeting will be available at the Company's administrative department (21, rue Balzac, 75008 Paris, France), as from the publication of the meeting notice, and will be only viewable on the premises by appointment. They will also be made available to shareholders on the Company's website: www.remy-cointreau.com

The documents and information referred to in Article R. 22-10-23 of the French Commercial Code, which are to be presented at the General Meeting, will be made available from the twenty-first day prior to the General Meeting, i.e. Thursday 27 June 2024 on the Company's website: www.remy-cointreau.com.

The Board of Directors.

08

RÉMY COINTREAU

NOTICE OF MEETING - COMBINED SHAREHOLDERS' MEETING 2024

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Rémy Cointreau SA published this content on 18 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 June 2024 05:30:04 UTC.