Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 266 Impact on share capital dilution and share ownership Year ended December 31 2019 2020 Number of shares Percentage of share capital (a) Number of shares Percentage of share capital (a) Grants during the year GPS granted 551,159 0.08% 714,710 0.10% Maximum number of GPS that may be granted (b) 578,923 750,484 Of which GPS granted to corporate officers 30,000 0.004% 37,500 0.005% Maximum number of GPS that may be granted to corporate officers (b) 31,500 39,375 Balance as of December 31 (c) GPS not yet vested 2,151,501 0.31% 1,944,149 0.28% Maximum number of GPS that may be granted (b) 2,235,970 2,005,065 Of which GPS granted to corporate officers 133,696 0.02% 118,008 0.02% Maximum number of GPS that may be granted to corporate officers (b) 138,671 121,383 (a) Percentage of share capital as of December 31. (b) If the continuous employment condition is satisfied, the free cash flow condition is fully achieved, the environmental condition is fully satisfied and the sales growth condition is exceeded. (c) Balance of GPS not yet vested as of December 31 of the respective year. It should be noted that two grants were made in 2020, a main grant in July 2020 and an additional grant in December 2020. This practice of making two grants during the year is traditional, having been implemented in 2011, 2012, 2013, 2014, 2018 and 2019. The second grant enables new management teams to be offered the benefits of the long-term compensation mechanism. Presentation of 2021 GPS submitted to the Shareholders’ Meeting of April 29, 2021 for approval General rules The Shareholders’ Meeting of April 29, 2021 is asked to vote on the establishment of a newGPS plan under which all beneficiaries would receive GPS from a single “4+0” plan, i.e. with a four-year vesting period and no holding period. Performance conditions The 2021 GPS would be subject to performance conditions based on three complementary criteria that are representative of Danone’s performance and adapted to the specific nature of its business: • weighted by 50%, an external performance condition related to sales growth, • weighted by 30%, a performance condition based on (i) an external performance condition related to the relative total shareholder return of the DANONE share (“TSR”) for the executive corporate officers and other Executive Committee members, and (ii) an internal performance condition related to the achievement of a free cash flow level for the other beneficiaries, • weighted by 20%, an external environmental performance condi- tion; under the conditions described below.