This first prospectus supplement (the "First Prospectus Supplement") constitutes a first prospectus supplement to and must be read in conjunction with the base prospectus dated 18 May 2022 prepared by Danone (the "Issuer" or "Danone") in relation to its €13,000,000,000 Euro Medium Term Note Programme (the "Programme") which received approval number 22-159 from the Autorité des marchés financiers (the "AMF") on 18 May 2022 (the "Base Prospectus"). Unless the context otherwise requires, terms defined in the Base Prospectus have the same meaning when used in this First Prospectus Supplement.
Application has been made for approval of this First Prospectus Supplement to the AMF in its capacity as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017 (the "Prospectus Regulation").
This First Prospectus Supplement has been prepared pursuant to article 23 of the Prospectus Regulation, for the purposes of (i) incorporating by reference the Issuer's 2022 Interim Financial Report and (ii) as a consequence, amending and supplementing the "Risk Factors", "Documents Incorporated by Reference" and "General Information" sections of the Base Prospectus.
Save as disclosed in this First Prospectus Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus which may affect the assessment of the Notes since the publication of the Base Prospectus.
To the extent there is any inconsistency between (a) any statement in this First Prospectus Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.
Copies of this First Prospectus Supplement (a) may be obtained, free of charge, during normal business hours at the registered office of the Issuer, (b) will be available for viewing on the website of the Issuer (www.danone.com), (c) will also be available on the website of the AMF (https://www.amf-france.org) and (d) will be available during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the offices of the Fiscal Agent and each of the Paying Agents.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
PERSON RESPONSIBLE FOR THIS FIRST PROSPECTUS SUPPLEMENT
The paragraph below the heading "Risk Factors relating to the Issuer" on page 18 of the Base Prospectus is deleted and replaced as follow:
"Please refer to (i) pages 20 to 33 of the 2021 Universal Registration Document and (ii) page 9 of the 2022 Interim Financial Report (both as defined under "Documents incorporated by reference") which are incorporated by reference in this Base Prospectus and include the following:
external environment risks; and
DOCUMENTS INCORPORATED BY REFERENCE
The section "Documents Incorporated by Reference" appearing on pages 32 to 38 of the Base Prospectus is deleted in its entirety and replaced by the following:
"This Base Prospectus should be read and construed in conjunction with the following:
the pages referred to in the table below included in the 2020 Universal Registration Document in the French language1, filed with the AMF on 18 March 2021 under No. D.21-0151, which contains the
which shall be deemed to be incorporated by reference, save that any statement contained in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
1 For information purposes only, the English language translations of (i) the 2020 Universal Registration Document, (ii) the 2021 Universal Registration Document and (iii) the 2022 Interim Financial Report are available on the website of the Issuer (www.danone.com). For ease of reference, the page numbering of the English language translations of the documents incorporated by reference is identical to the French versions. These English language translations are not incorporated by reference herein.
This Base Prospectus and copies of all documents incorporated by reference in this Base Prospectus shall be published on and may be obtained from the website of the Issuer (www.danone.com).
The non-incorporated parts of the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus and are either not relevant for the investors or covered elsewhere in this Base Prospectus.
Other than in relation to the documents which are incorporated by reference, the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the AMF.
For the purpose of the Prospectus Regulation, information can be found in the documents incorporated by reference in this Base Prospectus in accordance with the following cross-reference table (in which the numbering refers to the relevant items of Annex 7 of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation, as amended, (the "Commission Delegated Regulation")).
Any information not listed in the cross-reference list below but included in the documents incorporated by reference shall not form part of this Base Prospectus and is not relevant for investors:
Commission Delegated Regulation - Annex 7
Names and addresses of the issuer's
auditors for the period covered by the
(together with their membership in a
If auditors have resigned, been
removed or not been re-appointed
during the period covered by the
details if material.
A description of the material risks
that are specific to the issuer and that
may affect the issuer's ability to fulfil
its obligations under the securities, in
a limited number of categories, in a
section headed 'Risk Factors'.
In each category the most material
risks, in the assessment of the issuer,
Pages 20 to 33
offeror or person asking for
admission to trading on a regulated
market, taking into account the
negative impact on the issuer and the
probability of their occurrence, shall
be set out first. The risk factors shall
be corroborated by the content of the
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