Danone : 2021 Universal Registration Document

UNIVERSAL REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2021

KEY FINANCIAL FIGURES

1

INFORMATION ABOUT THE ISSUER

AND INFORMATION ON THE UNIVERSAL REGISTRATION DOCUMENT

1.1 Information about the Issuer

1. Information about the Universal Registration Document
2. Person responsible for the Universal Registration Document

2

OVERVIEW OF ACTIVITIES, RISK FACTORS AND OUTLOOK

1. Presentation of Danone
2. Strategic priorities and outlook
3. Description and strategy of the Reporting Entities
4. Other elements related to Danone's activity and organization
5. Simplified organizational chart as of December 31, 2021
6. Risk factors
7. Control environment
8. Insurance and risk coverage

3

BUSINESS HIGHLIGHTS IN 2021

1. Business highlights in 2021
2. Consolidated net income review
3. Free cash flow
4. Balance sheet and financial security review
5. Financial indicators not defined in IFRS
6. Documents available to the public

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FINANCIAL STATEMENTS

1. Consolidated financial statements and notes to the consolidated financial statements
2. Financial statements of Danone SA, the parent company
3. Information on payment terms granted to suppliers and customersof the parent company, Danone SA
4. Information originating from third parties, expert opinions and declarations of interest

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	SOCIAL, SOCIETAL AND ENVIRONMENTAL	145
	RESPONSIBILITY
	5.1	An integrated approach of sustainable business model	147
	5.2	Offering safe, healthy products	154
5	5.3	Preserve and renew the planet's resources	160
5.4	Building the future with Danone employees	179
6	5.5	Promoting sustainable, inclusive growth with suppliers
7		through Responsible Sourcing and Human Rights	190
9	5.6	Danone's social innovation funds	196
	5.7	Vigilance plan	197
	5.8	Methodology note	202
	5.9	Report by one of the Statutory Auditors, appointed as an
		independent third party, on the consolidated non-financial
11		information statement included in the management report	209
12	6
13
15	CORPORATE GOVERNANCE	217
17	6.1	Governance bodies	218
20
6.2	Positions and responsibilities of the Directors and nominees
20
	to the Board of Directors	244
34
6.3	Compensation and benefits of governance bodies	258
38
6.4	Detailed information on long-term compensation plans	286
	6.5	DANONE shares held by the members of the Board of
		Directors and the Executive Committee	314
41	6.6	Related party agreements	316
7
42
45	SHARE CAPITAL AND OWNERSHIP	319
50
52	7.1	Share capital of the company	320
57	7.2	Treasury shares held by the Company and its subsidiaries	320
57	7.3	Authorizations to issue securities giving access to the share
		capital	323
	7.4	Financial instruments not representing share capital	325
59	7.5	Dividends paid by the Company	325
7.6	Shareholders' Meeting, voting rights	326
	7.7	Crossing of thresholds, shares and share sales	328
60	7.8	Share ownership structure of the Company as of December
122		31, 2021 and significant changes over the past three years	328
7.9	Market for the Company's shares	330
143	7.10	Factors that might have an impact in the event of a public
		tender offer	331
143	7.11	Change of control	332
	APPENDIX	335

Cross-reference tables

336

DANONE

A FRENCH CORPORATION (SOCIÉTÉ ANONYME) WITH SHARE CAPITAL OF €171,920,622.25

REGISTERED OFFICE: 17, BOULEVARD HAUSSMANN, 75009 PARIS

PARIS TRADE AND CORPORATE REGISTER NUMBER: 552 032 534

2021

UNIVERSAL REGISTRATION

DOCUMENT

ANNUAL FINANCIAL REPORT

This Universal Registration Document includes all the items of the Annual Financial Report.

This Universal Registration Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers or AMF) on March 16, 2022, as the competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document.

The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This is a free translation into English for information purposes only.

Copies of this Universal Registration Document are available from Danone at: 17, boulevard Haussmann - 75009 Paris, on Danone's website:

www.danone.com and on the website of the Autorité des Marchés Financiers: www.amf-france.org A PDF version for visually impaired readers is available at www.danone.com.

This document is a reproduction of the official version of the Universal Registration Document including the 2021 Annual Financial Report which has been prepared in XHTML format and is available on the Company's website.

"With strong sales growth and volumes increase on Q4, we ended the year on a strong note. This led to FY growth of +3.4% on a like-for-like basis, underpinned by a sound mix component. All categories contributed

to this solid performance.

We delivered on our commitment to return to profitable growth in H2,

with recurring operating margin at 13.7% in 2021. This was enabled by a strong focus on execution and a step-up in productivity, a pro-active approach

to pricing and the disciplined implementation of Local First.

I am grateful to all Danone employees who have brought in these results in unprecedented and challenging circumstances. Their passion and commitment are, together with the strength of our brands and the relevance of our purpose, at the heart of our resilience.

We have, over the last months, moved forward with determination on our transformation agenda, deploying Local First pragmatically and strengthening key capabilities, with the addition of globally recognized professionals in HR, Operations and R&I to Danone's leadership team."

Antoine de SAINT-AFFRIQUE, Chief Executive Officer

2	DANONE UNIVERSAL REGISTRATION DOCUMENT 2021

			KEY FINANCIAL FIGURES
€24.3 bn	13.7%	€3.31	€2.5 bn
+3.4% (a)	-30 bps (b)	-1.1%(b)
SALES	RECURRING OPERATING	RECURRING	FREE
	MARGIN	EPS	CASH FLOW
3.0x	€1.94	FOR THE 3rd YEAR IN	62%
		AAA(c)
		A ROW, ONE OF THE ONLY
		14 COMPANIES WORLDWIDE
NET DEBT /	DIVIDEND	OUT OF THE NEARLY	OF SALES COVERED BY
EBITDA	PER SHARE	12,000 COMPANIES SCORED	B CORP™ CERTIFICATION
(a) Like-for-like.		(c) Scores obtained as part of the CDP Climate Change, CDP Water security and
(b) On a reported basis.		CDP Forests questionnaires.

	ESSENTIAL DAIRY	SPECIALIZED
	& PLANT-BASED	NUTRITION	WATERS
Sales 2021	€13.1 bn	+3.7% (a)	€7.2 bn	+1.0% (a)	€4.0 bn	+7.2% (a)
Recurring Operating Margin 2021	9.8%	-33 bps (b)	23.5%	-105 bps (b)	8.9%	+194 bps (b)
KEY FINANCIAL FIGURES
In millions of euros except if stated otherwise		2020	2021	Reported Change	Like-for-like
Sales			23,620	24,281	+2.8%	+3.4%
Recurring operating income (d)		3,317	3,337	+0.6%	+2.8%
Recurring operating margin (d)		14.0%	13.7%	-30 bps	-9 bps
Non-recurring operating income and expenses	(519)	(1,080)	(560)
Operating income			2,798	2,257	(19.3)%
Operating margin			11.8%	9.3%	-255 bps
Recurring net income - Group share (d)		2,189	2,165	(1.1)%
Non-recurring net income - Group share		(233)	(241)	(7)
Net income - Group share			1,956	1,924	(1.6)%
Recurring EPS (d) (in €)			3.34	3.31	(1.1)%
EPS (in €)			2.99	2.94	(1.7)%
Free cash flow (d)			2,052	2,489	+21.3%
Cash flow from operating activities		2,967	3,474	+17.1%

(d) Financial indicator not defined in IFRS, see definition in section 3.5 Financial indicators not defined in IFRS.

DANONE UNIVERSAL REGISTRATION DOCUMENT 2021

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