Danone : Notice of meeting (BALO)

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DANONE

A French société anonyme with a share capital of € 168,959,483

Registered office: 17, boulevard Haussmann, 75009 Paris

552 032 534 R.C.S. Paris

Preliminary notice of meeting

Published in the French Bulletin des Annonces Légales Obligatoires (BALO)

on March 1st, 2023

Shareholders of Danone (the "Company") are informed that a Combined Shareholders' Meeting (ordinary and extraordinary) will be held on Thursday, April 27, 2023, at 2:30 p.m. at Salle Gaveau, 45 rue La Boétie, 75008 Paris, in order to deliberate on the agenda and draft resolutions set out below.

As in previous years, the Company will not organize a cocktail at the end of the Meeting.

Agenda

Agenda within the authority of the Ordinary Shareholders' Meeting:

1. Approval of the statutory financial statements for the fiscal year ended December 31st, 2022;
2. Approval of the consolidated financial statements for the fiscal year ended December 31st, 2022;
3. Allocation of earnings for the fiscal year ended December 31st, 2022, and setting of the dividend at €2.00 per share;
4. Renewal of the term of office of Valérie CHAPOULAUD-FLOQUET as Director;
5. Renewal of the term of office of Gilles SCHNEPP as Director;
6. Ratification of the co-opting of Gilbert GHOSTINE as Director;
7. Ratification of the co-opting of Lise KINGO as Director;
8. Approval of the information regarding the compensation of the corporate officers referred to in paragraph I of article L.22-10-9 of the French commercial code for the 2022 fiscal year;
9. Approval of the components of compensation paid or awarded for the fiscal year ended on December 31st, 2022 to Antoine de SAINT-AFFRIQUE, in respect of his term of office as Chief Executive Officer;
10. Approval of the components of compensation paid or awarded for the fiscal year ended on December 31st, 2022 to Gilles SCHNEPP, Chairman of the Board of Directors;
11. Approval of the compensation policy for executive corporate officers for the 2023 fiscal year;
12. Approval of the compensation policy for the Chairman of the Board of Directors for the 2023 fiscal year;
13. Approval of the compensation policy for Directors for the 2023 fiscal year;
14. Authorization granted to the Board of Directors to purchase, retain or transfer the Company's shares;

Agenda within the authority of the Extraordinary Shareholders' Meeting:

1. Delegation of authority to the Board of Directors to issue, with preferential subscription right of the shareholders, ordinary shares and securities;
2. Delegation of authority to the Board of Directors to issue, without preferential subscription right of the shareholders but with the obligation to grant a priority right, ordinary shares and securities;
3. Delegation of authority to the Board of Directors to increase the number of securities to be issued in the event of a capital increase without preferential subscription right of the shareholders;

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1. Delegation of authority to the Board of Directors to issue ordinary shares and securities, without preferential subscription right of the shareholders, in the event of a public exchange offer initiated by the Company;
2. Delegation of powers to the Board of Directors to issue ordinary shares and securities, without preferential subscription right of the shareholders, in consideration for contributions in kind granted to the Company and comprised of equity securities or securities giving access to share capital;
3. Delegation of authority to the Board of Directors to increase the Company's share capital through incorporation of reserves, profits, premiums or any other amounts that may be capitalized;
4. Delegation of authority to the Board of Directors to increase the share capital in favor of employees who are members of a company's savings plan and/or to carry out reserved sales of securities, without preferential subscription right of the shareholders;
5. Delegation of authority to the Board of Directors to increase the share capital in favor of categories of beneficiaries made up of employees working within foreign companies of Danone's group or in international mobility, in the framework of employee shareholding plans, without preferential subscription right of the shareholders;
6. Authorization to the Board of Directors to grant existing or newly issued shares of the Company, without preferential subscription right of the shareholders;
7. Authorization granted to the Board of Directors to reduce the share capital by cancelling shares;
8. Powers to carry out formalities.

Draft resolutions

Resolutions within the authority of the Ordinary Shareholders' Meeting :

First resolution (Approval of the statutory financial statements for the fiscal year ended December 31, 2022) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the reports of the Board of Directors and of the Statutory auditors, approves the statutory financial statements of the Company for the fiscal year ended December 31, 2022, which include the balance sheet, the income statement and the notes, as presented, and which show earnings amounting to €1,352,882,379.03, as well as the transactions reflected therein and summarized in these reports.

In accordance with Article 223 quater of the French Tax Code, the Shareholders' Meeting acknowledges that for the year ended December 31, 2022, the total amount of expenses and charges referred to in paragraph 4 of Article 39 of the French Tax Code totaled €365,029, and that the tax borne as a result of these expenses and charges totaled €94,287.

Second resolution (Approval of the consolidated financial statements for the fiscal year ended December 31, 2022) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the reports of the Board of Directors and of the Statutory auditors, approves the consolidated financial statements of the Company for the fiscal year ended December 31, 2022, which include the balance sheet, the income statement and the notes, as presented, as well as the transactions reflected therein and summarized in these reports.

Third resolution (Allocation of earnings for the fiscal year ended December 31, 2022, and setting of the dividend at €2.00 per share) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the reports of the Board of Directors and of the Statutory auditors:

• acknowledges that the earnings for fiscal year 2022 amount to €1,352,882,379.03;
• acknowledges that retained earnings amount to €5,029,370,723.20;

totaling earnings available for allocation of profits of €6,382,253,102.23;

• decides to allocate the total earnings as follows:

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• to dividend in the amount of €1,351,675,864.00;
• to retained earnings in the amount of €5,030,577,238.23.

The Shareholders' Meeting therefore decides the payment of a dividend of €2.00 per share.

The aforementioned dividend is defined before any tax and/or social security levy which may apply depending on the shareholder's own situation. When paid to individuals who are tax residents in France, the gross dividend is in principle submitted to a unique withholding tax at a flat gross rate of 12.8% (Article 200 A of the French Tax Code), or is, as an express and binding annual option, subject to income tax at a progressive rate, after a 40% deduction (Article 200 A, 2. and 158, 3.2° of the French Tax Code). This option, which is global and covers all incomes within the withholding tax's scope of application, is to be exercised at the date of the submission of the income tax return and at the latest by the date when the filing is due. Furthermore, the dividend is submitted to social security contributions at a rate of 17.2%. The portion of social security levies relating to the CSG payable on dividends taxable under the progressive income tax scale is, up to 6.8 points, deductible from taxable income in the year of payment (Article 154 quinquies II of the French Tax Code). Taxpayers whose reference tax income exceeds certain thresholds are submitted to the exceptional contribution on high incomes at a rate of either 3% or 4%, as the case may be, pursuant to Article 223 sexies of the French Tax Code. Shareholders, regardless of their situation, are invited to contact their usual tax adviser.

The distributable dividend shall be detached from the share on May 9, 2023 and will be payable on May 11, 2023.

In accordance with the provisions of Article L.225-210 of the French Commercial Code, the Shareholders' Meeting decides that the amount of the dividend corresponding to the shares held by the Company on the payment date will be allocated to the "retained earnings" account.

As a reminder, pursuant to Article 243 bis of the French Tax Code, the dividends distributed for the three previous fiscal years were as follows:

		Dividend distributed per share (a) (in
Fiscal year	Number of shares	Euros)
2019	686,120,806	2.10
2020	686,629,600	1.94
2021	687,682,489	1.94

1. If the progressive scale on income tax is chosen, dividend eligible in totality to the 40% deduction providedfor in Article 158, 3.2° of the French Tax Code, applicable under certain conditions.

Fourth resolution (Renewal of the term of office of Valérie CHAPOULAUD-FLOQUET as Director)

• The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report, decides to renew the term of office of Valérie CHAPOULAUD-FLOQUET as Director for the three-year period set forth in the by-laws.

Valérie CHAPOULAUD-FLOQUET's term of office will expire at the end of the Shareholders'Meeting convened to approve the financial statements for the fiscal year ended December 31, 2025.

Fifth resolution (Renewal of the term of office of Gilles SCHNEPP as Director) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report, decides to renew the term of office of GillesSCHNEPP as Director for the three-yearperiod set forth in the by-laws.

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Gilles SCHNEPP's term of office will expire at the end of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2025.

Sixth resolution (Ratification of the co-opting of Gilbert GHOSTINE as Director) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report, decides to ratify the co-optingof Gilbert GHOSTINE as Director, decided by the Board of Directors at its meeting on September 30, 2022, to replace Guido BARILLA, resigning Director, to serve for the remainder of her predecessor's term of office, i.e., until the close of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2023.

Seventh resolution (Ratification of the co-opting of Lise KINGO as Director) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report, decides to ratify the co-optingof Lise KINGO as Director, decided by the Board of Directors at its meeting on September 30, 2022, to replace Cécile CABANIS, resigning Director, to serve for the remainder of her predecessor's term of office, i.e., until the close of the Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2023.

Eighth resolution (Approval of the information regarding the compensation of corporate officers referred to in paragraph I of Article L.22-10-9 of the French Commercial Code for the 2022 fiscal year)

• The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article
  L.225-37 of the French Commercial Code, approves, pursuant to Article L.22-10-34 I of the French Commercial Code the information referred to in Article L.22-10-9 I of the French Commercial Code presented in this report.

Ninth resolution (Approval of the components of compensation paid in or awarded for the 2022 fiscal year to Antoine de SAINT-AFFRIQUE, Chief Executive Officer) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article L.225-37of the French Commercial Code, approves, pursuant to Article L.22-10-34II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and benefits in kind paid in or awarded for the fiscal year ended December 31, 2022 to Antoine de SAINT-AFFRIQUEin respect of his term of office as Chief Executive Officer, which are presented in this report.

Tenth resolution (Approval of the components of compensation paid in or awarded for the 2022 fiscal year to Gilles SCHNEPP, Chairman of the Board of Directors) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article L.225-37of the French Commercial Code, approves, pursuant to Article L.22-10-34II of the French Commercial Code, the fixed, variable and exceptional components of the total compensation and benefits in kind paid in or awarded for the fiscal year ended December 31, 2022 to Gilles SCHNEPP in respect of his term of office as Chairman of the Board of Directors, which are presented in this report.

Eleventh resolution (Approval of the compensation policy for executive corporate officers for the 2023 fiscal year) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article L.225-37of the French Commercial Code, approves, pursuant to Article L.22-10-8II of the French Commercial Code, the compensation policy for executive corporate officers for the 2023 fiscal year, as described in this report.

Twelfth resolution (Approval of the compensation policy for the Chairman of the Board of Directors for the 2023 fiscal year) - The Shareholders' Meeting, acting under the conditions of quorum and

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majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to Article L.22-10-8 II of the French Commercial Code, the compensation policy for the Chairman of the Board of Directors for the 2023 fiscal year, as described in this report.

Thirteenth resolution (Approval of the compensation policy for Directors for the 2023 fiscal year) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the report on corporate governance referred to in Article L.225-37of the French Commercial Code, approves, pursuant to Article L22-10-8II of the French Commercial Code, the compensation policy for Directors for the 2023 fiscal year, as described in this report.

Fourteenth resolution (Authorization granted to the Board of Directors to purchase, retain or transfer Company's shares) - The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report and the description of the program established in accordance with Articles 241-1 et seq. of the general regulations of the French Financial Markets Authority:

1. Authorizes the Board of Directors to purchase, retain or transfer the Company's shares, on one or more occasions, within the context of a share buyback program, subject to the provisions of Articles L.22-10-62 to L.22-10-65 and L.225-210et seq. of the French Commercial Code and European Regulation 596/2014 of the European Parliament and of the Council of April 16, 2014.

The Company may buy back its own shares for any of the following purposes:

• the allocation of shares following the exercise of stock purchase options by employees and/or corporate officers of the Company and of companies or economic interest groups related to it pursuant to applicable legal and regulatory provisions;
• the implementation of any plan for the allocation of shares subject to subject to continuous presence condition and/or performance conditions, to employees and/or corporate officers of the Company and of companies or economic interest groups related to it pursuant to applicable legal and regulatory provisions, either directly or via entities acting on their behalf;
• the sale of shares to employees (either directly or through employee savings mutual funds) within the context of employee shareholding plans or company savings plans;
• the delivery of shares upon the exercise of rights attached to securities giving access to the
  Company's share capital;
• the later delivery of shares as payment or for exchange in the context of external growth transactions;
• the cancelation of shares within the maximum legal limit; and/or
• supporting the market for the shares pursuant to a liquidity contract concluded with an investment service provider in accordance with the market practice permitted by the French Financial Markets Authority.

Within the limits permitted by the applicable regulations, the shares may be acquired, sold, exchanged or transferred, in whole or in part as the case may be, on one or more occasions, by any means on any stock markets, including multilateral trading facilities (MTF) or via a systematic internalizer or over the counter, including by acquisition or disposal of blocks of shares (without limiting the portion of the share buyback program that may be carried out in this manner). These means include the use of any financial contract or instrument (including in particular any future or any option) except the sale of put options, in the conditions set out by applicable regulations.

2. Decides that these transactions may be completed at any time, except during the period of a public tender offer on the Company's shares, and within the limits allowed by applicable regulations.

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