Danone // 2020 Universal Registration Document

corporate governance 6.3 Compensation and benefits of governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 250 Extraordinary compensation If a new executive corporate officer is appointed, further to an external hiring, the Board of Directorsmay, subject to the requirements of the AFEP-MEDEF Code and on the recommendation of the Governance Committee, decide to grant this person extraordinary compensation mainly in the form of long-term compensation in cash and/or shares subject to performance conditions, in order to fully or partly offset the potential loss of compensation resulting from the acceptance of his/her new duties. Pursuant to Article L.22-10-34 II of the French Commercial Code, this compensation may be paid only after it has been approved by the Shareholders’ Meeting. Other components liable to be granted to the executive corporate officers The Board of Directors includes all components of compensation in its overall assessment of the compensation of corporate officers, including, where applicable, the commitments corresponding to the compensation components, indemnities or benefits due or likely to be due as a result of the officers assuming, terminating or changing their duties or after themperforming these duties, such as severance pay and a non-compete indemnity, as well as retirement commitments, that may be granted to the corporate officers subject to the requirements of the AFEP-MEDEF Code. It should be noted that, should a new executive corporate officer be appointed, he/she may be eligible for severance pay amounting to up to two years of gross annual compensation (fixed and variable) and subject to stringent performance conditions, as well as other commitments under Article L.22-10-9, paragraph 4 of the French Commercial Code, subject to the requirements of the AFEP-MEDEF Code. Compensation principles established for 2021 Upon recommendation of the Governance Committee, the Board of Directors, at its meeting of February 18, 2021, determined the principles of compensation with respect to the fiscal year 2021 for Mr. Emmanuel FABER, Chairman and Chief Executive Officer until March 14, 2021. Fixed compensation €1,000,000 The amount of Mr. Emmanuel FABER’s annual fixed compensation, which has not changed since 2014 (with the exception of 2020, when, in the very specific context of the Covid-19 health crisis, his annual fixed compensation was reduced by 30% on a one-time basis from July 1 to December 31, 2020), was confirmed by the Board of Directors at its meeting on February 18, 2021, on the recommendation of the Governance Committee. Annual variable compensation The target amount of the annual variable compen- sation for 2021, its compo- nents and the maximum compensation percentage are the same as for the previous year. • Target amount: €1,000,000 • Cap: € 2,000,000 • No floor As in 2020, it will consist of three components – an economic component based on Danone’s targets, a social, societal and environmental component and a managerial component – with the same weightings. In accordance with French Financial Market Authority recommendation DOC-2012-02 of February 9, 2012, the expected level of fulfillment for each of these criteria was specified in advance by the Board of Directors, on the recommendation of the Governance Committee, but not disclosed publicly for reasons of confidentiality. In accordance with AFEP-MEDEF Code recommendations, the allocation of this performance-based variable compensation will be specifically disclosed at the close of the 2021 financial year. It will also be presented in the 2021 Universal Registration Document. In addition, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and extraordinary components that make up the total compensation and benefits in kind paid or granted for fiscal year 2021 will be subject to approval by the 2022 Shareholders’ Meeting. The variable or extraor- dinary components of compensation granted for fiscal year 2021 will be paid only after approval by the 2022 Shareholders’ Meeting. Long-term variable compensation The target amount is €2,000,000, with no floor and a maximum of €2,400,000. Ms. Véronique PENCHIENATI-BOSETTA and Mr. Shane GRANT have been appointed Co-Chief Executive Officers on March 14, 2021. The new executive corporate officers’ compensation components will be published on the Company’s website as soon as the Board has decided, upon recommendation of the Governance Committee, the amounts of the compensation components to be allocated to Ms. Véronique PENCHIENATI-BOSETTA and Mr. Shane GRANT in accordance with the 2021 executive corporate officers’ compensa- tion policy. In addition, the allocation of the variable compensation components with respect to 2021 will be published in a specific communication further to the 2021 fiscal year. It will also be detailed in the 2021 Universal Registration Document and will only be paid after approval by the Shareholders’ Meetings approving the annual accounts related to the fiscal year ending December 31, 2021.