Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 280 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 Directors’ 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 2021, 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 billion over a three-year period, i.e. for 2018, 2019 and 2020 If the sum of the FCF is: • less than or equal to €6 billion, the definitive grant will be 0% of the shares subject to the FCF performance condition; • between €6 and €6.5 billion, the definitive grant will be between 0% and 100%, based on a linear progressive scale between €6 and €6.5 billion; • greater than or equal to €6.5 billion, the definitive grant will be 100%. DEFINITIONS Sum of the “FCF” Sum of the amounts of free cash flow for 2018, 2019 and 2020, 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. 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 Directors’ report to the Shareholders’ Meeting, subsequent to the Governance Committee’s recommendation. Achievement of the performance condition Upon recommendation of the Governance Committee, on February 18, 2021 the Board of Directors noted the full achievement of the free cash flow condition. Environmental performance condition, weighted by 20% PRINCIPLE Levels assigned to Danone by CDP under its Climate Change program in 2019, 2020 and 2021 (based in particular onDanone’s environ- mental performance in 2018, 2019 and 2020) If the “Leadership” Level: • is not assigned to Danone or is assigned only one year between 2019 and 2021, the definitive grant will be 0% of the shares subject to the environmental per- formance condition; • is assigned to Danone two years between 2019 and 2021, the definitive grant will be 50% of the shares subject to the environmental performance condition; • is assigned to Danone in 2019, 2020 and 2021, the definitive grant will be 100% of the shares subject to the environmental performance conditions.