Danone : Preliminary Notice of Meeting

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DANONE

A French société anonyme with a share capital of € 171,920,622.25

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 February 28, 2022

Shareholders of Danone (the "Company") are informed that a Combined Shareholders' Meeting (ordinary and extraordinary) will be held on Tuesday, April 26, 2022, at 2:30 p.m. at Maison de la Mutualité, 24, rue Saint Victor, 75005 Paris, in order to deliberate on the agenda and draft resolutions set out below.

Warning - Covid-19:

In the context of the Covid-19 pandemic, the Company may have to adjust the procedures for holding and attending this Shareholders' Meeting. Shareholders are invited to regularly consult the section dedicated to the Shareholders' Meeting on the Company's website (www.danone.com), which could be updated to specify, if necessary, the final terms and conditions for participating in this Meeting.

Shareholders shall be respectful of the sanitary measures that may apply at the date of the Meeting. The Board of Directors reminds shareholders that they may vote without attending the Meeting in person (by mail or proxy) and that the Meeting will be webcast live and recorded for later viewing on the Company's website. The Company invites its shareholders to give preference to the transmission of all their requests and documents by electronic means.

In this context, the Company has already decided not to 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 31, 2021;
2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2021;
3. Allocation of earnings for the fiscal year ended December 31, 2021 and setting of the dividend at €1.94 per share;
4. Ratification of the co-opting of Valérie CHAPOULAUD-FLOQUET as Director;
5. Appointment of Antoine de SAINT-AFFRIQUE as Director;
6. Appointment of Patrice LOUVET as Director;
7. Appointment of Géraldine PICAUD as Director;
8. Appointment of Susan ROBERTS as a Director;
9. Renewal of Ernst & Young Audit as Statutory auditor;
10. Appointment of Mazars & Associés as Statutory auditor;
11. Approval of an agreement entered into with Véronique PENCHIENATI-BOSETTA referred to in Articles L.225-38et seq. of the French Commercial Code;
12. 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 2021 fiscal year;

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1. Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Véronique PENCHIENATI-BOSETTA, in respect of her term of office as Chief Executive Officer between March 14 and September 14, 2021;
2. Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Shane GRANT, in respect of his term of office as Deputy Chief Executive Officer between March 14 and September 14, 2021;
3. Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Antoine de SAINT-AFFRIQUE, Chief Executive Officer as from September 15, 2021;
4. Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Gilles SCHNEPP, Chairman of the Board of Directors as from March 14, 2021;
5. Approval of the compensation policy for executive corporate officers for the 2022 fiscal year;
6. Approval of the compensation policy for the Chairman of the Board of Directors for the 2022 fiscal year;
7. Approval of the compensation policy for Directors for the 2022 fiscal year;
8. Authorization granted to the Board of Directors to purchase, retain or transfer Company's shares;

Agenda within the authority of the Extraordinary Shareholders' Meeting:

1. 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;
2. Authorization to the Board of Directors to grant existing or newly issued performance shares of the Company, without preferential subscription right of the shareholders;
3. Authorization for the Board of Directors to grant existing or newly issued shares of the Company not subject to performance conditions, without preferential subscription right of the shareholders;
4. Amendment of Article 19.II of the Company's by-laws relating to the age limit for the Chief Executive Officer and the Deputy Chief Executive Officer;
5. Amendment of Article 18.I of the Company's by-laws relating to the age limit for the Chairman of the Board of Directors;
6. Amendment of Article 17 of the Company's by-laws relating to the shareholding requirement applicable to Directors;
7. Powers to carry out the formalities.

Draft resolutions

First resolution (Approval of the statutory financial statements for the fiscal year ended December 31, 2021): 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, 2021, which include the balance sheet, the income statement and the notes, as presented, and which show earnings amounting to €3,674,120,532.51, as well as the transactions reflected therein and summarized in these reports.

Second resolution (Approval of the consolidated financial statements for the fiscal year ended December 31, 2021): 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, 2021, 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, 2021, and setting of

the dividend at €1.94 per share): The Shareholders' Meeting, acting under the conditions of quorum and

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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 2021 amount to €3,674,120,532.51;
• acknowledges that retained earnings amount to €2,604,359,726.99;

totaling earnings available for allocation of profits of €6,278,480,259.50;

• decides to allocate the total earnings as follows:
• • to dividend in the amount of €1,334,104,028.66;
  • to retained earnings in the amount of €4,944,376,230.84.

The Shareholders' Meeting therefore decides the payment of a dividend of €1.94 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 10, 2022 and will be payable on May 12, 2022.

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:

Fiscal year	Number of shares	Dividend distributed per share (a)
(in Euros)
2018	685,055,200	1.94
2019	686,120,806	2.10
2020	686,629,600	1.94

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

Fourth resolution (Ratification of the co-opting 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 ratify the co-optingof Valérie CHAPOULAUD-FLOQUETas Director, decided by the Board of Directors at its meeting on December 10, 2021, to replace Isabelle SEILLIER, resigning Director, to serve for the remainder of her predecessor's term of office, i.e., until the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2022.

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Fifth resolution (Appointment of Antoine de SAINT-AFFRIQUE 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 appoint Antoine de SAINT- AFFRIQUE as Director for the three-yearperiod set forth in the by-laws.

Antoine de SAINT-AFFRIQUE's term of office will expire at the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2024.

Sixth resolution (Appointment of Patrice LOUVET 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 appoint Patrice LOUVET as Director for the three- year period set forth in the by-laws.

Patrice LOUVET's term of office will expire at the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2024.

Seventh resolution (Appointment of Géraldine PICAUD 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 appoint Géraldine PICAUD as Director for the three- year period set forth in the by-laws.

Géraldine PICAUD's term of office will expire at the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2024.

Eighth resolution (Appointment of Susan ROBERTS 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 appoint Susan ROBERTS as Director for the three- year period set forth in the by-laws.

Susan ROBERTS's term of office will expire at the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2024.

Ninth resolution (Renewal of Ernst & Young Audit as Statutory auditor): The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report and having acknowledged the expiration of the term of office of Ernst & Young Audit as Statutory auditor, decides to renew its term of office for a six-yearterm, i.e., until the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2027.

Tenth resolution (Appointment of Mazars & Associés as Statutory auditor): The Shareholders' Meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having reviewed the Board of Directors' report and having acknowledged the expiration of the term of office of PricewaterhouseCoopers Audit as Statutory auditor, decides to appoint Mazars & Associés as Statutory auditor for a six-yearterm, i.e., until the end of the Ordinary Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2027.

Eleventh resolution (Approval of an agreement entered into with Véronique PENCHIENATI-BOSETTA referred to in Articles L.225-38 et seq. of the French Commercial Code): 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 special report of the Statutory auditors on related party agreements, approves the new agreement authorized by the Board of Directors and entered into by the Company with Véronique PENCHIENATI-BOSETTAduring the fiscal year ended December 31, 2021.

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Twelfth 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 2021 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.22-10-34I of the French Commercial Code the information referred to in Article L.22-10-9I of the French Commercial Code presented in this report.

Thirteenth resolution (Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Véronique PENCHIENATI-BOSETTA, in respect of her term of office as Chief Executive Officer between March 14 and September 14, 2021): 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, 2021 to Véronique PENCHIENATI-BOSETTAin respect of her term of office as interim Chief Executive Officer, which are presented in this report.

Fourteenth resolution (Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Shane GRANT, in respect of his term of office as Deputy Chief Executive Officer between March 14 and September 14, 2021): 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, 2021 to Shane GRANT in respect of his term of office as interim Deputy Chief Executive Officer, which are presented in this report.

Fifteenth resolution (Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Antoine de SAINT-AFFRIQUE, Chief Executive Officer as from September 15, 2021): 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, 2021 to Antoine de SAINT- AFFRIQUE in respect of his term of office as Chief Executive Officer, which are presented in this report.

Sixteenth resolution (Approval of the components of compensation paid in or awarded for the 2021 fiscal year to Gilles SCHNEPP, Chairman of the Board of Directors as from March 14, 2021): 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, 2021 to Gilles SCHNEPP in respect of his term of office as Chairman of the Board of Directors, which are presented in this report.

Seventeenth resolution (Approval of the compensation policy for executive corporate officers 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.225-37of the French Commercial Code, approves, pursuant to Article L.22-10-8 II of the French Commercial Code, the compensation policy for executive corporate officers for the 2022 fiscal year, as described in this report.

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