SECOND PROSPECTUS SUPPLEMENT DATED 25 NOVEMBER 2022

TO THE BASE PROSPECTUS DATED 18 MAY 2022

DANONE

€13,000,000,000

Euro Medium Term Note Programme

This second prospectus supplement (the "Second Prospectus Supplement") constitutes a second 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, as supplemented by a first prospectus supplement dated 29 July 2022 which received approval number 22-327 from the AMF on 29 July 2022 (the "Base Prospectus"). Unless the context otherwise requires, terms defined in the Base Prospectus have the same meaning when used in this Second Prospectus Supplement.

Application has been made for approval of this Second 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 Second Prospectus Supplement has been prepared pursuant to article 23 of the Prospectus Regulation, for the purposes of (i) incorporating recent events in connection with the Issuer and (ii) as a consequence, amending and supplementing the "Risk Factors", "Recent Developments" and "General Information" sections of the Base Prospectus.

Save as disclosed in this Second 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 Second 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 Second 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.

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TABLE OF CONTENTS

RISK FACTORS

page 3

RECENT DEVELOPMENTS

page 5

GENERAL INFORMATION

page 14

PERSON RESPONSIBLE FOR THIS SECOND PROSPECTUS SUPPLEMENT

page 15

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RISK FACTORS

The paragraph below the heading "Risk Factors relating to the Issuer" on page 18 of the Base Prospectus is deleted and replaced as follows:

"Please refer to (i) pages 20 to 33 of the 2021 Universal Registration Document as updated below 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:

  • strategic risks;
  • external environment risks; and operational risks.

The risk factor entitled "Raw materials price volatility & availability" described in page 28 of the 2021 Universal Registration Document is superseded by the following updated risk factor:

DESCRIPTION

MANAGEMENT MEASURES

Raw materials price volatility & availability

strong

Overall, material costs (raw materials, packaging, finished products) represent around 80% of Danone's cost of goods sold, i.e. around €10 billion on annual basis. Milk and packaging are the largest contributors to material costs, around one-third and one-fourth respectively, with plastics slightly below 50% of packaging costs.

Danone's raw materials can be broadly divided in two categories: milk & milk ingredients (60%) and other food and ingredients needed to produce food and beverage products including soybean & nuts, fruits & vegetables, sugar & sweeteners, oils & fats etc.

Some of the key drivers of supply and demand imbalances are:

  • weather conditions and natural disasters;
  • government control and regulatory changes;
  • geopolitical events;
  • shifts in consumer preferences: e.g. increase in milk protein demand in China can lead to price increase of milk powder supply.

Variations in supply and demand at global or regional levels expose Danone to potential:

  • price increase for key raw materials that may not be passed on, either in full or in part, in the sales price of Danone's products;
  • reduced availability of key raw materials which could adversely affect Danone's ability to meet consumer demand for its products;
  • disruption in supplier ecosystem especially in packaging and logistics;

To limit volatility, Danone defines for each commodity and entity a hedging strategy depending on the impact on its profit and loss, its position in the market and the need for financial visibility.

In the context of high raw materials & energy prices volatility and in order to limit its impact on Danone's activity and results, the Company manages this cost inflation through various actions such as:

  • reinforcement of real time visibility and business contingency plans;
  • simplification and review of specifications of raw materials (ingredients, packaging) in design-to-cost and design-to-value approaches;
  • adaptation of commercial negotiations processes (e.g. e-tendering);
  • hedging strategies and other measures to manage cost volatility, as described in section 2.4 Other elements related to Danone's activity and organization;
  • regarding gas supply risk, permanent & temporary dual-energy sourcing measures for high-risk countries & sites.

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which could negatively impact the sales, margin and results of Danone.

In the current geopolitical context, which has been impacting raw materials prices & availability in 2022, energy prices face as well similar risks of volatility globally, and some local availability risks, especially with a gas supply disruption risk potentially affecting operations of certain factories in Europe.

Danone's supply policy and exposure to principal raw materials risks, including milk, are described in Note 6.7 of the Notes to the consolidated financial statements.

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RECENT DEVELOPMENTS

The following press releases and statement are included in the section entitled "Recent Developments" on page 116 of the Base Prospectus:

On 3 October 2022, the Issuer published the following press release:

"Press Release - Paris, October 3, 2022

Danone further progresses on

Board renewal with two additions

Danone is pleased to announce that two senior leaders have been co-opted to join the Board of Directors as independent members:

  • Gilbert Ghostine, currently Chief Executive Officer of Firmenich;
  • Lise Kingo, former Chief Executive Officer and Executive Director of the United Nations Global Compact.

Gilbert Ghostine and Lise Kingo will join Danone's Board of Directors from October 15th and December 1st respectively. They will replace Guido Barilla, who decided to step down from the Board by anticipation, and Cécile Cabanis, who left the Board on June 30th.

Gilles Schnepp, Chairman of the Board said:

"First, I would like, on behalf of the entire Board, to warmly thank Guido Barilla for his active and constant involvement in the Board's work since 2018. His undisputed business acumen and experience in the Consumer Goods sector, as well as his remarkable integrity and wisdom, have been an undeniable added value to Danone.

The addition of Gilbert Ghostine and Lise Kingo marks another milestone in the renewal of Danone's Board of Directors. With their experience in senior leadership roles and expertise in Consumer Goods, Health, Nutrition and Sustainability, they will support us in the implementation of the Renew Danone strategy. I would like to thank them for accepting to join the Board and look forward to working with them."

APPENDIX

Biographies

Gilbert Ghostine is the Chief Executive Officer of Firmenich, the Swiss largest private fragrance and taste company in the world. Since joining Firmenich in 2014, Gilbert has championed digital innovation, led the strategic repositioning of Firmenich into Natural, Biotech and Life Science leadership, and driven its growth into a recognized global leader in Environmental, Social and Governance.

Under Gilbert's leadership, Firmenich has delivered strong and consistent organic growth whilst securing 14 strategic acquisitions, culminating in the planned merger with DSM in the first half of 2023. Gilbert's tenure as Firmenich Chief Executive Officer

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Danone SA published this content on 26 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2022 01:45:03 UTC.