Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 282 Review of the rules related to the GPS granted in 2017 and to be delivered in 2021 The 2017 GPS are subject to the two performance conditions described below. Sales growth performance condition, weighted by 50% PRINCIPLE The average growth in Danone’s net sales (“CA”) is compared, on a like-for-like basis, with that of a benchmark panel over a three- year period, i.e. 2017, 2018 and 2019 • if Danone’s CA is less than the Median Panel CA, the definitive grant will be 0%, pursuant to the “no payment under the median” principle; • if Danone’s CA is equal to the Median Panel CA, the definitive grant will be 90% of the shares subject to the sales-related performance condition; • if Danone’s CA is between the Median Panel CA and 120% of the Median Panel CA, the definitive grant will be between 90% and 110% of the shares subject to the sales-related performance condition based on a linear progressive scale between 100% and 120% of the Median Panel CA; • if Danone’s CA is greater than or equal to 120% of the Median Panel CA, the definitive grant will be 110% of the shares subject to the sales-related perfor- mance condition. DEFINITIONS Danone’s CA Average growth in sales in 2017, 2018 and 2019 (on a consolidated and like-for- like basis). Each Panel member’s CA Average growth in sales generated by a given Panel member in 2017, 2018 and 2019 (on a consolidated and like-for-like basis). Like-for-like changes in sales Financial indicators not defined by IFRS that Danone uses, the calculation of which is indicated in Danone’s financial press releases, (see also section 3.6 Financial indicators not defined in IFRS of the 2017 Registration Document). Panel CA The CA of all Panel members. Median Panel CA Value of the Panel member CA that half of the Panel members exceed ( i.e. there are as many Panel members with CA exceeding or equal to the Median as there are with CA less than or equal to the Median). If there is an even number of Panel members, the Median Panel CA will be the arithmetic average of the two central Panel CA. Panel Eight leading international groups in the food and beverage sector: Unilever, Nestlé, PepsiCo, The Coca-Cola Company, The Kraft Heinz Company, Mondelez International, General Mills and Kellogg Company. OTHER APPLICABLE RULES Ensure the consistency of the calculation method for the CA of all Panel members and Danone’s CA over the entire period under review Restatements (mainly adjustments for changes in scope and/or exchange rates) may be made only to the extent strictly necessary to ensure that the method of calculating the CA of all Panel members and Danone’s CA is consistent over the entire period under review. No publication or late publication of audited accounting or financial data By one Panel member: the Board of Directors may, exceptionally and by a duly justified decision indicated in the Board’s report to the Shareholders’ Meeting, exclude this member from the Panel. By two or more Panel members: the Board of Directors will make a duly justified decision indicated in the Board’s report to the Shareholders’ Meeting, on the basis of the most recent audited financial statements published by the Panel members and by Danone over the last three years for which financial statements were pu- blished by all Panel members and by Danone. The acquisition, absorption, dissolution, spin- off, merger or change in the business activity of one or more Panel members The Board of Directors may, by a duly justified decision indicated in the Board of Directors’ report to the Shareholders’ Meeting, change the composition of the Panel, provided that it maintains the overall consistency of the panel. 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. Achievement of the performance condition Upon recommendation of the Governance Committee, on April 28, 2020 the Board of Directors noted the achievement of the sales growth performance condition at a rate of 90%.