Commentary & Deal Flow

Launched:
PerpNC5.25: €750m @ 5.750% - Books > €2.2bn
PerpNC8: €750m @ 6.250% - Books > €2.4bn
(Combined books in excess of €4.6bn pre-rec)
IPTs: PerpNC5.25: 6.125%a PerpNC8: 6.625%a

• Issuer: Pernod Ricard
• Ticker: RIFP
• Country: FR
• Issuer LEI: 52990097YFPX9J0H5D87
• Issuer Ratings: Baa1 (negative outlook) / BBB+ (negative outlook) (Moody's/S&P)
• Issue Ratings: Baa3 / BBB- (Moody's/S&P)
• Rating Agency Equity Credit: Moody's: 50% (Basket M) / S&P: 50% (Intermediate) (until the First Reset Date)
• Format: Reg S, Bearer Bonds, Dematerialised, Cat 2
• Status / Ranking: Direct, unconditional, unsecured and Deeply Subordinated Obligations, senior to equity (incl. preference shares), pari passu with Deeply Subordinated Obligations
• Currency / Size: €1.5bn (PerpNC5.25: €750m, PerpNC8: €750m)
• Launched: PerpNC5.25: 5.750%, PerpNC8: 6.250%
• Settlement Date: 28-Oct-26 (T+5)
• First Reset Date:
  • PerpNC5.25: 28-Jan-32 (Year 5.25)
  • PerpNC8: 28-Oct-34 (Year 8)
• Residual Redemption Period:
  • PerpNC5.25: From 28-Oct-31 included to First Reset Date
  • PerpNC8: From 28-Jul-34 included to First Reset Date
• First Step-up Date / 1st Step-up Margin:
  • PerpNC5.25: 28-Jan-37 / 25bps
  • PerpNC8: 28-Oct-39 / 25bps
• Second Step-up Date / 2nd Step-up Margin:
  • PerpNC5.25: 28-Jan-52 / additional 75bps (100bps in aggregate)
  • PerpNC8: 28-Oct-54 / additional 75bps (100bps in aggregate)
• Optional Redemption: On any date during the Residual Redemption Period, on the First Reset Date and on every Interest Payment Date thereafter
• Interest:
  • PerpNC5.25: Fixed rate of [•]% per annum starting on 28-Jan-27, payable annually in arrear until the First Reset Date; thereafter reset every 5 years to the then applicable 5-year EUR Mid-Swap Rate plus the initial margin and the relevant Coupon step-up Margin – Short first coupon
  • PerpNC8: Fixed rate of [•]% per annum starting on 28-Oct-27, payable annually in arrear until the First Reset Date; thereafter reset every 5 years to the then applicable 5-year EUR Mid-Swap Rate plus the initial margin and the relevant Coupon step-up Margin
• Day Count Fraction: ACT/ACT (ICMA)
• Deferral of Interest: At the Issuer's sole discretion in whole or in part; cumulative and compounding (cash settled)
• Arrears of Interest: Arrears of Interest (together with any Additional Interest Amount) may at the option of the Issuer be paid, in whole or in part, at any time, and due and payable in whole, on the earliest of (i) the 10th Business Day following a Compulsory Arrears of Interest Payment Event, (ii) the next Interest Payment Date on which the Issuer does not elect to defer all or part of the interest accrued during the relevant Interest Period, (iii) redemption of the Notes; or (iv) liquidation of the Issuer
  Compulsory Arrears of Interest Payment Event means (i) a dividend or any other distribution or payment was validly resolved on, declared, paid or made in respect of any Equity Securities or Parity Securities; or (ii) the Issuer has repurchased, purchased, redeemed or otherwise acquired any Equity Securities; or (iii) the Issuer has repurchased, purchased, redeemed or otherwise acquired any Parity Securities or any Notes, in each case subject to carve-outs set out in the Base Prospectus
• Make-Whole Redemption: Make-Whole Redemption option in whole (but not in part) at the Make-Whole Redemption Amount at any time other than (i) the period from (and including) the first day of the Residual Redemption Period until (and including) the First Reset Date; and (ii) on any subsequent Interest Payment Date
  Make-Whole Redemption Amount to be calculated with a Make-Whole Redemption Rate equal to the Reference Benchmark + the lower of (i) 15% re-offer spread vs the Reference Benchmark rounded up to the nearest 5bps and (ii) 50bps
• Early Redemption Events: At any time upon:
  • a Rating Methodology Event, Tax Deductibility Event or Accounting Event at 101% of the principal amount until the first day of the Residual Redemption Period (excluded), at par thereafter
  • a Tax Gross-Up Event, Clean-Up Call Option (≥75%) or a Withholding Tax Event at par
  • a Change of Control Event at par (Change of Control step-up of 500bps)
• Replacement Language: Intention based and subject to customary carve-out (non binding)
• Risk Factors: Investors should read the Risk Factors in, or incorporated by reference into, the Base Prospectus
• Use of Proceeds: The proceeds of the Notes will be used for general corporate purposes, including the financing of the concomitant tender offer on the bonds with ISIN FR001400KPB4, FR0013456431, FR001400DOV0, FR0013506532, FR001400PX40, FR001400XRB3, FR001400DP44
• Denominations: €100k+€100k
• Governing Law: French Law
• Documentation: Base Prospectus dated 19-Oct-26
• Listing: Euronext Paris
• Global Coordinators: Citi, ING (B&D), Natixis, Société Générale
• Active Bookrunners: Barclays, BNP Paribas, Crédit Agricole CIB, Citi, HSBC, ING (B&D), Natixis, Société Générale
• ISIN:
  • PerpNC5.25: FR001401BRR3
  • PerpNC8: FR001401BRS1
• Marketing: URL: https://dealroadshow.finsight.com Entry Code: PERNOD2026
  Direct Link: https://dealroadshow.finsight.com/e/PERNOD2026
• Target Market: Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs key information document (KID) and no disclosure document required by the FCA Product Disclosure Source (DISC) has been prepared as, the Notes are not available to retail investors in the EEA or in the UK
• Selling Restrictions: As set out in the Base Prospectus dated 19-Oct-26
• Advertisement: The Base Prospectus dated 19-Oct-26 is available and the final terms, when published, will be available on the website of the AMF (https://www.amf-france.org) and the issuer's website (https://www.pernod-ricard.com/en/investors/share-debt-information#debt-information-430)
• Books Subject: 13:05 UKT / 14:05 CET