Danone // 2020 Universal Registration Document

corporate governance 6.1 Governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 216 Regarding Ms. Gaëlle OLIVIER Chief Executive Officer for Société Générale Asia Pacific since January 2020 The Governance Committee and the Board reviewed the business relationships between Danone and Société Générale, which is among the banks used on a regular basis by Danone, notably for treasury management and financing in Europe. Upon the recommendation of the Governance Committee, the Board determined that Ms. Gaëlle OLIVIER did not bring about any significant business relationship, either directly or indirectly, with the Company. The analysis of the significant nature of the business relationship focused on several criteria: • the absence of business relationships in the geographic region for which she is responsible for Société Générale; • the pre-existing and historical nature of contractual relationships between Danone and Société Générale; • the current nature of transactions undertaken in recent years between the two companies, in- cluding the management of bank accounts, participation in bank and bond financing by Danone alongside other banks, the provision of derivative products, the management of monetary funds (excluding in particular M&A advisory); • the application of arm’s length market conditions to these transactions; • the absence of economic dependency or exclusivity between these two companies; • the insignificant proportion of sales resulting from the business relationship between Société Générale and Danone. The Board therefore deemed that Ms. Gaëlle OLIVIER continued to meet all the independence criteria of the AFEP-MEDEF Code. Regarding Mr. Jean-Michel SEVERINO and Ms. Clara GAYMARD It is recalled that Danone invests in numerous funds to support innovation and impact investing. Some of these funds being managed, on the one hand, by I&P, a company managed by Mr. Jean‑Michel SEVERINO and, on the other hand, by Raise Conseil, a company co-founded by Ms. Clara GAYMARD, the Governance Committee and the Board of Directors reviewed the business relationships between Danone and the latter. Upon the recommendation of the Governance Committee, the Board determined that both Mr. Jean‑Michel SEVERINO and Ms. Clara GAYMARD did not have any significant business rela- tionship, either directly or indirectly, with the Company. The analysis of the significant nature of the business relationship focused on several criteria: • the customary nature of the investments undertaken by Danone in the funds concerned and their arm’s length market conditions; • the absence of investments by Danone in all funds managed or launched by I&P, on the one hand, and by Raise Conseil, on the other; • the amount invested by Danone in the funds concerned which are not significant on Danone’s scale since they represent only 3% (for the funds managed by I&P) and 4% (for those managed by Raise Conseil) of the total amount invested by Danone in societal, social impact or innovation funds; • the absence of Danone’s participation in the decision-making bodies of these funds (Danone having only (i) one representative on the advisory committee of each of the two funds managed by I&P, and (ii) one representative on the strategy committee – which has an advisory role – of one of the two funds managed by Raise Conseil); • the absence of economic dependency or exclusivity between Danone, on the one hand, and each of the funds and management companies concerned, on the other hand, since (i) the amounts of these investments represent only a very small minority stake of the share capital of each fund concerned, alongside many other public and private investors who invest under the same conditions as Danone and (ii) Danone’s investments in the funds concerned represent a small proportion of the financing of all the funds and programs managed or launched by I&P on the one hand (approximately 4%) and by Raise Conseil on the other (1.5%). The Board therefore deemed that Mr. Jean-Michel SEVERINO and Ms. Clara GAYMARD continued to meet all the independence criteria of the AFEP-MEDEF Code.