Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 270 Environmental performance condition, weighted by 20% PRINCIPLE Scores assigned to Danone by CDP under the Climate Change, Water and Forests programs, taking into account Danoneʼs environmental performance in 2021, 2022 and 2023 If Danoneʼs Scores for these programs are published by CDP for the three years: • and (i) a Score of A is assigned to Danone for the Climate Change program for the three years and (ii) a Score of A is assigned to Danone for at least two years for both the Water program and the Forests program, the definitive grant will be 100% of the shares subject to the environmental performance condition; • or (i) a Score of A is assigned to Danone for the Climate Change program for the three years and (ii) a Score of A is assigned to Danone for at least one year for both the Water program and the Forests program, the definitive grant will be 50% of the shares subject to the environmental performance condition; • in all other cases, and in particular if a Score of A is not assigned to Danone for the Climate Change program for the three years, the definitive grant will be 0% of the shares subject to the environmental performance condition. If Danoneʼs Scores are published by CDP for two out of three years: • and (i) a Score of A is assigned to Danone for the Climate Change program for both years and (ii) a Score of A is assigned to Danone for at least one year for both the Water program and the Forests program, the definitive grant will be 100% of the shares subject to the environmental performance condition; • or (i) a Score of A is assigned to Danone for the Climate Change program for both years and (ii) a Score of A is not assigned for the Water and Forests programs for both years, the definitive grant will be 50% of the shares subject to the environmental performance condition; • in all other cases, and in particular if a Score of A is not assigned to Danone for the Climate Change program for both years, the definitive grant will be 0% of the shares subject to the environmental performance condition. DEFINITIONS CDP CDP, a not-for-profit organization that runs a global disclosure system for inves- tors, companies, cities, states and regions to help them assess and manage their environmental impacts. Scores Scores assigned to Danone each year by CDP under its Climate Change, Water and Forests programs based on Danoneʼs environmental performance in 2021, 2022 and 2023. Score A Score assigned by CDP based on environmental performance for a given year, corresponding to the highest ranking under its Climate Change, Water and Forests programs or, in case of a change in the range of scores used by CDP for these programs, any other score representing the upper eighth of the range of scores assigned by CDP, or the highest score if this new range of scores assigned by CDP includes fewer than eight scores. OTHER APPLICABLE RULES Many scores during the same year If, in a single year, CDP publishes two different scores, the lower score will be taken into account. Change in the name of CDP or the Climate Change, Water and Forests programs If the name of CDP or the Climate Change, Water and Forests programs changes without a change in their scoring methods, the publications of the entity or pro- gram whose name was changed will, for the purposes of this grant of shares, be considered the publications produced by CDP or for the Climate Change, Water and Forests programs. No publication or late publication of a score or other cases If no Score was published by CDP or if the Scores were published by CDP only for one out of three years, and/or if one of the three CDP programs no longer existed, and/or in case of late publication of one or more of the Scores, and/or in case of a material change in CDPʼs scoring methods, and/or in all other cases not specified in this document, the Board of Directors will meet to decide on the conditions to be taken into account to assess achievement of the environmental performance condition and may, where applicable, decide to apply, in whole or in part, instead of this performance condition, the condition related to the relative total sharehol- der return of the DANONE share (TSR) for executive corporate officers and other Executive Committee members, or the condition related achievement of a free cash flow level for the other beneficiaries. The Board of Directors must make a duly justified decision subsequent to the Governance Committee’s recommendation and indicated in its report to the Shareholders’ Meeting.