Danone : Second Supplement to EMTN base prospectus

SECOND SUPPLEMENT DATED 24 SEPTEMBER 2021

TO THE BASE PROSPECTUS DATED 21 APRIL 2021

DANONE

€13,000,000,000

Euro Medium Term Note Programme

This prospectus supplement (the "Supplement") constitutes a second supplement to and must be read in conjunction with the base prospectus dated 21 April 2021 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 21-116 from the Autorité des marchés financiers (the "AMF") on 21 April 2021, as supplemented by a first prospectus supplement dated 21 May 2021 which received approval number 21-171 from the AMF on 21 May 2021 (the "Base Prospectus"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.

Application has been made for approval of this 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 Supplement has been prepared for the purpose of giving information with regard to the Issuer and the Notes to be issued under the Programme additional to the information already contained or incorporated by reference in the Base Prospectus pursuant to article 23 of the Prospectus Regulation.

To the extent there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement, and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes since the publication of the Base Prospectus.

This Supplement has been produced for the purpose of updating the "Documents Incorporated by Reference", "Recent Developments" and "General Information" sections of the Base Prospectus.

Copies of the Base Prospectus, any document containing information incorporated by reference in the Base Prospectus, this Supplement and the Final Terms related to Notes that are listed and admitted to trading on any Regulated Market in the EEA will be available for viewing on the website of the Issuer (www.danone.com) and may be obtained, during normal business hours at the registered office of the Issuer and the specified offices of the Fiscal Agent and each of the Paying Agents (as defined herein). Copies of the Base Prospectus, this Supplement and the Final Terms related to Notes that are listed and admitted to trading on any Regulated Market in the EEA will also be available on the website of the AMF (https://www.amf-france.org).

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TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE	page 3
RECENT DEVELOPMENTS	page 11
GENERAL INFORMATION	page 13
PERSON RESPONSIBLE FOR THIS SUPPLEMENT	page 14

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DOCUMENTS INCORPORATED BY REFERENCE

The section "Documents Incorporated by Reference" appearing on pages 34 to 39 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:

1. the pages referred to in the table below included in the 2019 Universal Registration Document in the French language1, filed with the AMF on 19 March 2020 under No. 20-0139, which contains the audited consolidated annual financial statements of Danone for the financial year ended 31
   December 2019 (the "2019 Universal Registration Document")(https://www.danone.com/en/emtn-prospectus/2019/udr_2019.pdf);
2. 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. 21-0151, which contains the

audited consolidated	annual	financial statements of Danone	for the financial	year ended
31 December 2020	(the	"2020	Universal	Registration	Document")
(https://www.danone.com/content/dam/danone-corp/danone-com/investors/fr-all-
publications/2020/registrationdocuments/Danone_URD2020_FR.pdf);

1. the sections referred to in the table below included in the 2021 Interim Financial Report in the French language for the six-month period ended 30 June 2021 which is dated 29 July 2021 (the "2021 Interim Financial Report") (https://www.danone.com/content/dam/danone-corp/danone-com/investors/fr-all-publications/2021/interimfinancialreports/Danone%20- %20Rapport%20financier%20semestriel%202021.pdf); and
2. the terms and conditions of the notes contained in the base prospectuses of the Issuer dated

28 October2013(https://www.danone.com/en/emtn- prospectus/2013/20131028_Danone_2013_EMTN_Base_Prospectus.pdf, the "2013 EMTNConditions"),24 October 2014(https://www.danone.com/en/emtn- prospectus/2014/Prospectus_du_programme_EMTN_en_date_du_24_octobre_2014.pdf, the "2014

EMTN Conditions"), 26 October 2015 (https://www.danone.com/en/emtn- prospectus/2015/Danone_2015_Base_Prospectus.pdf, the "2015 EMTN Conditions"), 26 September 2016 (https://www.danone.com/en/emtn-prospectus/2016/Update_Base_Prospectus.pdf, the "2016 EMTN Conditions"), 20 October 2017 (https://www.danone.com/en/emtn- prospectus/2017/Danone_2017_Base_Prospectus.pdf, the "2017 EMTN Conditions"), 12 April 2019 (https://www.danone.com/en/emtn-prospectus/2019/danone-2019_base-prospectus_visa.pdf, the "2019 EMTN Conditions") and 9 April 2020 (https://www.danone.com/content/dam/danone- corp/danone-com/investors/fr-emtn- prospectus/2020/emtnprospectus/2020_EMTN_Base_Prospectus.pdf, the "2020 EMTN Conditions" and, together with the 2013 EMTN Conditions, the 2014 EMTN Conditions, the 2015 EMTN Conditions, the 2016 EMTN Conditions, the 2017 EMTN Conditions and the 2019 EMTN Conditions, the "EMTN Previous Conditions"),

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 2019 Universal Registration Document and (ii) the 2020 Universal Registration Document 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.

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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 the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation, as amended (the "Commission Delegated Regulation")).

Commission Delegated Regulation - Annex 7	2021 Interim	2020 Universal	2019 Universal
Registration	Registration
		Financial Report
		Document	Document
A7.2	STATUTORY AUDITORS
A7.2.1	Names and addresses of the issuer's
	auditors for the period covered by the
	historical financial information		Page 6	Pages 6 and 7
	(together with their membership in a
	professional body).
A7.2.2	If auditors have resigned, been
	removed or not been re-appointed
	during the period covered by the		Not applicable	Not applicable
	historical financial information,
	details if material.
A7.3	RISK FACTORS
A7.3.1	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,	Page 10	Pages 20 to 32
	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
	registration document.
A7.4	INFORMATION ABOUT THE
	ISSUER
A7.4.1	History and development of the
	Issuer:
A7.4.1.1	the legal and commercial name of the		Page 6
	Issuer;
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Commission Delegated Regulation - Annex 7	2021 Interim	2020 Universal	2019 Universal
Registration	Registration
		Financial Report
		Document	Document
A7.4.1.2	the place of registration of the issuer
	and its registration number and legal		Page 6
	entity identifier ('LEI');
A7.4.1.3	the date of incorporation and the
	length of life of the Issuer, except		Page 6
	where indefinite; and
A7.4.1.4	the domicile and legal form of the
	issuer, the legislation under which the
	issuer operates, its country of
	incorporation, the address, telephone
	number of its registered office (or
	principal place of business if different		Page 6
	from its registered office) and website
	of the issuer, if any, with a disclaimer
	that the information on the website
	does not form part of the prospectus
	unless that information is incorporated
	by reference into the prospectus.
A.7.4.1.5	Any recent events particular to the
	issuer and which are to a material	Pages 4-5, 10, 20	Pages 14-15,69-70
	extent relevant to an evaluation of the	and 31	and 112
	issuer's solvency.
A7.5	BUSINESS OVERVIEW
A7.5.1	Principal activities:
A7.5.1.1	A brief description of the issuer's		Pages 12 to 20, 40
	principal activities stating the main
	categories of products sold and/or		to 42
	services performed; and
A7.5.1.2	The basis for any statements in the		Page 7 (16th and 17th
	registration document made by the		references of the
	issuer regarding its competitive		table of paragraph
	position.		1.2), 12 and 18
A7.6	ORGANISATIONAL
	STRUCTURE
A7.6.1	If the issuer is part of a group, a brief
	description of the group and the
	issuer's position within the group. This
	may be in the form of, or accompanied		Pages 20 and 41
	by, a diagram of the organisational
	structure if this helps to clarify the
	structure.
A7.6.2	If the issuer is dependent upon other
	entities within the group, this must be		Not applicable
	clearly stated together with an
	explanation of this dependence.

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