Danone // 2020 Universal Registration Document

6 corporate governance 6.3 Compensation and benefits of governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 251 COMPENSATION POLICY FOR DIRECTORS This policy is fixed by the Board of Directors on the basis of the Governance Committee’s opinion and subject to approval by the Shareholders’ Meeting. It is drawn up pursuant to the provisions of Article L.22-10-8 of the French Commercial Code and the recom- mendations of the AFEP-MEDEF Code. In particular, it is adapted to the Directors’ level of responsibilities and the time they devote to their duties and encourages their attendance at Board meetings. In particular, it takes into account the obligation requiring the Directors to hold 4,000 DANONE shares (representing an amount in euros, based on the closing price of the share on December 31, 2020, equivalent to more than two times the amount of each Director’s average annual compensation), thereby aligning their interests with those of the Company and its shareholders. It also attracts experts and notably promotes the international diversity of the Board of Directors by granting a travel bonus to foreign directors. It provides that: • the directors receive Directors’ compensation; however, the members of the Executive Committee, the executive corporate officers, the honorary Directors, the Chairman of the Board (if he/ she receives fixed compensation) and the Directors representing employees do not receive directors’ fees; • the Shareholders’ Meeting must approve the total maximum amount of Directors’ compensation to be divided among the Directors. This compensation must be allocated in accordance with the allocation rules the Board of Directors has decided, on the recommendation of the Governance Committee; • TheDirectors’ compensation includes a variable, larger component based on their actual attendance at the Board and Committee meetings. The 18 th resolution of the Shareholders’ Meeting of April 29, 2015 fixed the annual maximum amount to be paid to the Board of Directors for compensating its members at €1,000,000. The Shareholders’ Meeting of April 29, 2021 will be asked to increase this maximum amount to €1,250,000 in order to take into account the creation of a new Committee, the Strategy & Transformation Committee, and the trend toward more frequent Board meetings, notably to manage the impacts of the health crisis.The following allocation rules are to remain unchanged: (in €) Annual fixed amount Per meeting For travel – residing in Europe (not in France) For travel – residing outside of Europe Lead Independent Director 80,000 – – – Director 10,000 – – – Board meetings – – – – Director – 3,000 2,000 8,000 Committee meetings – – – – Chair – 8,000 2,000 8,000 Member – 4,000 2,000 8,000 Mission Committee meetings Chair 50,000 – – – Member 25,000 – – – As a reminder, Directors representing employees have an employment contract. In addition, the Board may, where applicable, allocate extraordinary compensation to a Director for a specific mission entrusted to him/ her pursuant to Articles L.225-46 and L.22-10-15 of the French Commercial Code; if such compensation is granted, it is governed by the regulated agreements procedure.