Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 272 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 Directorsmust state whether this performance condition wasmet, 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 In 2023, after the companies in the Panel have published their sales figures. Performance condition related to the attainment of a free cash flow level, weighted by 30% PRINCIPLE Attainment of a free cash flow (“FCF”) level of more than €6.2 billion over a three-year period, i.e. for 2020, 2021 and 2022 If the sum of the FCF is: • less than or equal to €6.2 billion, the definitive grant will be 0% of the shares subject to the FCF performance condition; • between €6.2 and €6.7 billion, the definitive grant will be between 0% and 100%, based on a linear progressive scale between €6.2 and €6.7 billion; • greater than or equal to €6.7 billion, the definitive grant will be 100%. DEFINITIONS Sum of the “FCF” Sum of the amounts of free cash flow for 2020, 2021 and 2022, it being specified that free cash flow is a financial indicator not defined by IFRS, the calculation of which is indicated in Danone’s financial press releases) (see also section 3.6 Financial indicators not defined in IFRS ), excluding changes in scope and exchange rates. This performance condition takes into account the investment plan of around €2 billion to accelerate climate action of Danone’s brands and strengthen the growth model as announced on February 26, 2020. OTHER APPLICABLE RULES Percentage of shares subject to this perfor- mance condition 30% of the shares granted subject to performance conditions will be subject to this performance condition related to the attainment of a free cash flow level over three years. However, this percentage may be increased to 40% or 50% in case of no publi- cation or late publication of the Level related to the environmental performance condition defined below. 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 performance condition, by a duly justified decision indicated in the Board of Directorsʼ report to the Shareholders’ Meeting, subsequent to the Governance Committee’s recommendation. Date of assessment of achievement of the performance condition Early 2023, after the approval of the 2022 financial statements. Environmental performance condition, weighted by 20% PRINCIPLE Levels and scores assigned to Danone by CDP under its Climate Change program based on Danoneʼs environmental performance in 2020, 2021 and 2022 If the “Leadership” Level is assigned to Danone for 2020, 2021 and 2022, and a Score of A was assigned each of these three years, the definitive grant will be 100% of the shares subject to the environmental performance condition. If the “Leadership” Level is assigned to Danone for these three years and a Score of A was assigned two years, the definitive grant will be 50% of the shares subject to the environmental performance condition. In all other cases, and in particular if the “Leadership” level is assigned for 2020, 2021 and 2022 without a Score of A being assigned during these three years, the definitive grant will be 0% of the shares subject to the environmental performance condition.