Danone // 2020 Universal Registration Document
6 corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 283 Performance condition related to the attainment of a free cash flow level, weighted by 50% PRINCIPLE Attainment of a free cash flow (“FCF”) level of more than €6 billion over a three-year period, i.e. for 2017, 2018 and 2019 If the sum of the FCF over three years (2017, 2018 and 2019) 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 2017, 2018 and 2019 (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 of the 2017 Registration Document), excluding changes in scope (but including the WhiteWave entities for all of 2017) and exchange rates. 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 25, 2020 the Board of Directors noted the full achievement of the free cash flow condition. Consequently, 95%of the initial allocation of GPS granted in 2017will be delivered in 2021 subject to fulfillment of the four-year continuous employment condition.
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