Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 268 Performance condition applicable to executive corporate officers and other Executive Committee members weighted by 30% and related to Danone’s TSR PRINCIPLE The relative total shareholder return of the DANONE share (TSR) compared with that of a benchmark panel over three years, i.e. 2021, 2022 and 2023 • if Danone’s TSR is less than the Median Panel TSR, the definitive grant will be 0% of the shares subject to the TSR performance condition, pursuant to the “no payment under the median” principle; • if Danone’s TSR is equal to the Median Panel TSR, the definitive grant will be 75% of the shares subject to the TSR performance condition; • if Danone’s TSR is between the Median Panel TSR and 110% of the Median Panel TSR, the definitive grant will be between 75% and 100% of the shares subject to the TSR performance condition based on a linear progressive scale; • if Danone’s TSR is greater than 110% of the Median Panel TSR, the definitive grant will be 100% of the shares subject to the TSR performance condition. DEFINITIONS Danone’s TSR (Total Shareholder Return) Total shareholder return of the DANONE share, dividends reinvested, over the years 2021, 2022 and 2023. Each Panel member’s TSR Total shareholder return of the Panel memberʼs share, dividends reinvested, over the years 2021, 2022 and 2023. Panel TSR The TSR of all Panel members. Median Panel TSR Value of the Panel member TSR that half of the Panel members exceed ( i.e. there are as many Panel members with TSR exceeding or equal to the Median as there are with TSR less than or equal to the Median). If there is an even number of Panel members, the Median Panel TSR will be the arithmetic average of the two central Panel TSR. Panel Eight leading international groups in the food and beverage sector: Unilever, Nestlé, PepsiCo, The Coca-Cola Company, The Kraft Heinz Company, Mondelez International, General Mills and Kellogg Company. OTHER APPLICABLE RULES Percentage of shares subject to this perfor- mance condition 30% of the shares subject to performance conditions granted to executive cor- porate officers and other Executive Committee members will be subject to this performance condition. However, this percentage may be increased to 50%, particularly in case of no publication of the Scores related to the environmental performance condition defined below. The acquisition, absorption, dissolution, spin- off, merger or change in the business activity of one or more Panel members The Board of Directors may, by a duly justified decision indicated in the Board of Directorsʼ report to the Shareholders’ Meeting, change the composition of the Panel, provided that it maintains the overall consistency of the panel. ASSESSMENT OF ACHIEVEMENT OF THE PERFORMANCE CONDITION The Board of Directors’ procedure for de- termining that this performance condition has been met The Board of Directors must determine the level of achievement of this second per- formance condition, by a duly justified decision indicated in the Board of Directorsʼ report to the Shareholders’ Meeting, subsequent to the Governance Committee’s recommendation, and based on a financial advisor’s report. Date of assessment of achievement of the performance condition Early 2024.