Danone : Report from the Board of Directors and resolutions submitted to the Shareholders’ Meeting

REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING OF APRIL 26, 2022

REPORT FROM THE BOARD

OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING

Each draft resolution is preceded by the corresponding extract of the Board of Directors' report detailing the purpose of the resolution submitted. This report refers to the 2021 Universal Registration Document, filed with the French Financial Markets Authority and available on Danone's (the "Company") website at the following address: www.danone.com (section Investors / Publications & Events / Registration Documents/URD).

RESOLUTIONS WITHIN THE AUTHORITY OF THE ORDINARY SHAREHOLDERS' MEETING

1st and 2nd resolutions

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE 2021 FISCAL YEAR

Purpose

Resolutions 1 and 2 relate to the approval of the statutory and consolidated financial statements for the fiscal year ended December 31, 2021.

It is specified that for the 2021 fiscal year, the total amount of expenses and charges referred to in paragraph 4 of Article 39 of the French Tax Code totaled €140,378 and that the tax borne as a result of these expenses and charges totaled €39,881.

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.

3rd resolution

ALLOCATION OF EARNINGS AND DIVIDEND

Purpose	•
Regarding earnings for the 2021 fiscal year, amounting	set the dividend at €1.94 per share for the fiscal year ended
to € 3,674,120,532.51, and retained earnings amounting to		December 31, 2021, and therefore distribute to the shareholders
€2,604,359,726.99 both constituting the distributable earning, you		a dividend of a total amount of €1,334,104,028.66 (subject to
are asked to:		treasury shares); and
	•	to carry forward the balance, i.e. €4,994,376,230.84.

DANONE 1

REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING OF APRIL 26, 2022

The Board of Directors proposes a dividend of €1.94 per share, in cash, in respect of the 2021 fiscal year, in line with last year.

The ex-dividend date will be May 10, 2022, and the dividend will be payable on May 12, 2022.

The dividend is defined before any tax and/or social security levy that may apply to the shareholder depending on his/her own situation. Shareholders are invited to contact their usual tax advisor.

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 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:

		Dividend distributed per share (a)
Fiscal year	Number of shares	(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.

4th to 8th resolutions

COMPOSITION OF THE BOARD OF DIRECTORS

Purpose

As announced on July 29, 2021, the Board of Directors, in the context of the evolution of Danone's governance, has unanimously decided to proceed with its full renewal (with the exception of the Chairman of the Board of Directors and the two Directors representing employees) in two stages - with effect by the 2023 Shareholders' Meeting. In this context, the terms of office of Clara GAYMARD, Gaëlle OLIVIER, Franck RIBOUD, Jean-Michel SEVERINO and Lionel ZINSOU-DERLIN will end at the close of the Shareholders' Meeting of April 26, 2022. In addition, Isabelle SEILLIER has resigned for personal reasons from her term of office as Director, effective December 31, 2021. The Board of Directors wishes to express its appreciation to these

six Directors for their commitment and invaluable contribution throughout the years.

The selection process for new Directors was led by the Governance Committee, under the guidance of its Chairman, in collaboration with the Chairman of the Board of Directors and with the support of well-renowned recruitment firms, on the basis of rigorous selection criteria determined in line with the Company's needs and culture, its strategic and operational challenges for the coming years, and taking into account the Board of Directors' diversity policy and the complementarity and compatibility of the profiles with Danone's values.

DANONE 2

REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING OF APRIL 26, 2022

The Board of Directors, upon recommendation of the Governance Committee, proposes that you:

• ratify the co-opting of Valérie CHAPOULAUD-FLOQUET as Director, decided by the Board of Directors at its meeting of December 10, 2021, to replace Isabelle SEILLIER for the remainder of her term of office, i.e., until the Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2022;

• appoint Antoine de SAINT-AFFRIQUE, Patrice LOUVET, Géraldine PICAUD and Susan ROBERTS as Directors for three-year terms, i.e. until the Shareholders' Meeting convened to approve the financial statements for the fiscal year ended December 31, 2024.

These appointments are part of a continuous approach of enriching the expertise of the profiles, their diversity and the complementarity of experience, skills and cultures within the Board of Directors of Danone.

Provided that these resolutions are approved by the Shareholders' Meeting, the Board of Directors will comprise 12 members (including the two Directors representing employees); its independence rate will be 80%, the proportion of non-French Directors will be 40% and the proportion of women will be 50%.

Concerning Valérie CHAPOULAUD-FLOQUET

1. Skills and expertise

Valérie CHAPOULAUD-FLOQUET is the former Chief Executive Officer of the Rémy Cointreau spirits group (2014-2019). She also spent 24 years at L'Oréal, where she held numerous Sales, Marketing and General Management positions within the Luxury Products Division in different countries and regions. She then joined the LVMH group where she held several General Management positions in Asia, Europe and North and South America. She will bring to Danone's Board of Directors her recognized FMCG expertise, her international background and her CEO-experience within large French multinational listed groups specialized the FMCG sector.

Concerning Antoine de SAINT-AFFRIQUE

1. Skills and expertise

Antoine de SAINT-AFFRIQUE has been Danone's Chief Executive Officer since September 15, 2021. Previously, Antoine de SAINT- AFFRIQUE was Chief Executive Officer of Barry Callebaut, a food company and global chocolate maker and cocoa processor. Prior to this, he held a series of executive positions at global consumer goods company Unilever, where he notably led the Foods division. The Board of Directors considers that the participation of the Chief Executive Officer as a Director in the Board's discussions and decisions is essential to enrich its work, to facilitate the Board's elaboration of the Company's strategic orientations, and to facilitate and strengthen the collaboration between the Board of Directors and the General Management. Antoine de SAINT-AFFRIQUE will also bring to the Board his experience and expertise as CEO of a listed international company in the food and beverage sector.

Concerning Patrice LOUVET

1. Skills and expertise

An American and French national, Patrice LOUVET is President and Chief Executive Officer of Ralph Lauren Corporation. Since joining Ralph Lauren Corporation in 2017, Patrice LOUVET has initiated the company's digital transformation and brand elevation strategy worldwide. Prior to Ralph Lauren, he spent nearly three decades in leadership roles across three continents at Procter & Gamble. He led and grew multi-billion-dollar global consumer brands - ranging from Gillette to Pantene and SK-II - across diverse distribution channels and geographies. Patrice LOUVET will bring to Danone's Board of Directors his expert knowledge of the consumer goods sector, his experience and strategic vision as CEO of a large listed group, as well as his expertise in international markets and in particular the US market.

2. Availability

Valérie CHAPOULAUD-FLOQUET holds two other non-executive positions in listed companies, namely as independent member of the supervisory board of NextStage S.C.A and as director of Diageo. In accordance with its internal policy, the Board of Directors has examined the situation of Valérie CHAPOULAUD-FLOQUET with regard to her directorships and has considered that she will have sufficient availability to participate actively and regularly in its work.

3. Independence

The Board of Directors has examined the situation of Valérie CHAPOULAUD-FLOQUET with regard to the AFEP-MEDEF Code rules defining the independence criteria for directors and has concluded that she is independent.

2. Availability

Antoine de SAINT-AFFRIQUE is director of two other listed com- panies: Burberry Group PLC and Barry Callebaut. In accordance with its internal policy, the Board of Directors has examined the situation of Antoine de SAINT-AFFRIQUE with regard to his direc- torships, the number of which is in line with legal provisions and the recommendations of the AFEP-MEDEF Code and has considered that he will have sufficient availability to participate actively and assiduously in the work of the Board of the company he leads as Chief Executive Officer.

3. Independence

Pursuant to the rules of the AFEP-MEDEF Code defining the independence criteria for directors, Antoine de SAINT-AFFRIQUE will be considered as a non-independent director due to his position as Chief Executive Officer of Danone.

2. Availability

Patrice LOUVET is director of the listed company he leads as Chief Executive Officer, i.e. Ralph Lauren Corporation. In accordance with its internal policy, the Board of Directors has examined the situation of Patrice LOUVET with regard to his directorships and considers that he will have sufficient availability to participate fully and assiduously in the work of the Board.

3. Independence

The Board of Directors has examined the situation of Patrice LOUVET with regard to the AFEP-MEDEF Code rules defining the independence criteria for directors and has concluded that he is independent.

DANONE 3

REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING OF APRIL 26, 2022

Concerning Géraldine PICAUD

1. Skills and expertise

Géraldine PICAUD has been Chief Financial Officer of Holcim (formerly LafargeHolcim) and member of its executive committee since 2018. Between 2011 and 2017, she was Chief Financial Officer of Essilor International, a CAC 40-listed ophthalmic optics company. Prior to that, she was worked for the ED&F man group - an ingredient and commodity company notably specializing in agricultural products, coffee, sugar and animal feed - which she joined in 2007, first in London as Head of Corporate Finance, responsible for M&A, then in Switzerland as Chief Financial Officer of Volcafe Holdings, the group's Coffee business. Before joining ED&F Man, she spent thirteen years at the French specialty chemical group Safic Alcan, as Head of Business Analysis and then Chief Financial Officer. Géraldine PICAUD will bring to Danone's Board of Directors her extensive financial and M&A expertise, her international experience as CFO of major listed groups, as well as her knowledge of financial markets and of the food and beverage sector.

Concerning Susan ROBERTS

1. Skills and expertise

A British and Canadian national, Susan ROBERTS is a professor of nutrition at the Friedman School of Nutrition Science and Policy at Tufts University in the United States, professor of psychiatry and staff member in pediatrics at Tufts University School of Medicine, and co-director of the Tufts Institute for Global Obesity Research. As an internationally-recognized researcher, she has received numerous awards for her major contributions to nutrition research. As part of her work, she is co-leading a consortium of scientists to understand the physiology of the weight-reduced state and co-leads the International Weight Control Registry which is collaborating with scientists in 19 countries to identifying successful weight management practices in different cultures. Her appointment to the Board of Directors will enable it to benefit from her wide expertise in health and nutrition and is perfectly in line with Danone's strategy

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.

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-AFFRIQUEas 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-yearperiod set forth in the by-laws.

2. Availability

Géraldine PICAUD holds three other non-executive terms of office in listed companies, including two as Director of subsidiaries of the Holcim Group of which she is the CFO (i.e., LafargeHolcim Maroc SA and Huaxin Cement Co. Ltd.), her third position being that of independent member of the Supervisory Board of Infineon Technologies AG. In accordance with its internal policy, the Board of Directors has examined the situation of Géraldine PICAUD with regard to her directorships and has considered that she will have sufficient availability to carry out the duties of member of Danone's Board of Directors.

3. Independence

The Board of Directors has examined the situation of Géraldine PICAUD with regard to the AFEP-MEDEF Code rules defining the independence criteria for directors and has concluded that she should be considered as an independent director.

and businesses as well as its purpose ("raison d'être") to bring health through food to as many people as possible.

2. Availability

Susan ROBERTS does not hold any other board position in a listed company.

3. Independence

The Board of Directors has examined the situation of Susan ROBERTS with regard to the AFEP-MEDEF Code rules defining the independence criteria for directors and has concluded that she is independent.

A complete biography of each of these five nominees to the Board of Directors can be found on pages 247, 252, 249, 250 and 251 of the 2021 Universal Registration Document.

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-yearperiod 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-yearperiod 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.

DANONE 4

REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING OF APRIL 26, 2022

9th and 10th resolutions

STATUTORY AUDITORS

Purpose

The terms of office as Statutory auditors of the firms Ernst & Young Audit and PricewaterhouseCoopers Audit will expire at the close of the Shareholders' Meeting of April 26, 2022. In this context, the Board of Directors asks you to renew the term of office of Ernst

• Young Audit (8th resolution) and to appoint Mazars & Associés (9th resolution), to replace PricewaterhouseCoopers Audit, Statutory auditors of Danone since 1992, which has reached the maximum duration of term of office authorized by the applicable regulations.

Ernst & Young Audit and Mazars & Associés would be both appointed as Statutory auditors for the six-year term set out by law; their term of office would thus expire at the close of the Ordinary Shareholders' Meeting convened to approve the financial statements for the year ended December 31, 2027.

The selection process of a new Statutory auditor was conducted during a year under the oversight of the Audit Committee. The Committee closely supervised the tender procedure, which was led on the basis of precise and stringent selection criteria, particularly in terms of knowledge of Danone's activities, quality of audit work, ability to provide personalized service, extent of the network's international coverage compared to the Danone Group's geographical footprint, and the offered fees. It examined the applications and interviewed several candidates. At the end of this process, the Audit Committee recommended to the Board of Directors on December 10, 2020, the appointment of Mazars, in view of the quality of its offer with respect to the predefined selection criteria, in particular its high level of understanding of Danone's activities and organization, the recognized expertise of its teams, including in extra-financial matters, the extent and solidity of its network, and the quality of its digital tools.

The Audit Committee also noted that Ernst & Young provided Danone with high quality services, combined with an excellent knowledge of the Group's activities worldwide, and that the renewal of its term of office was in line with the objective of continuity since its first appointment by the Shareholders' Meeting of April 22, 2010, particularly in this period of deep transformation of the Company.

The Audit Committee has also ensured that both firms have a sufficient international network to meet the requirements of Danone's geographical footprint.

The college of Statutory auditors thus appointed would enable Danone to benefit from an approach that ensures the security and quality of the audit while being adapted to the Group's organization and specificities.

In addition, the Audit Committee noted that for the years 2017 to 2021 statutory audit fees represented on average 75% of the total fees owed to PricewaterhouseCoopers Audit and 84% to Ernst & Young Audit. The fees received by the Statutory auditors for the last two fiscal years are presented in the Note 18. Fees to the Statutory auditors and members of their networks of the section 4.1 Consolidated financial statements and notes to the consolidated financial statements of the 2021 Universal Registration Document. The Statutory auditors have also confirmed their independence within the meaning of Article L.822-10 of the French Commercial Code.

Finally, Ernst & Young Audit and Mazars & Associés have already indicated that they would accept their new term of office in the event of a favorable vote on these two resolutions.

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.

11th resolution

APPROVAL OF AN AGREEMENT ENTERED INTO WITH VÉRONIQUE PENCHIENATI-BOSETTA

Purpose

You are asked to approve the related party agreement referred to in Articles L.225-38et seq. of the French Commercial Code, which was authorized by the Board of Directors and entered into with Véronique PENCHIENATI-BOSETTA during the 2021 fiscal year. Pursuant to article L.22-10-13 of the French Commercial Code, information on this agreement was published on the Company's website: www.danone.com (Section Investors / Governance / Corporate Officers Remuneration).

1. Description of the agreement entered into with Véronique

PENCHIENATI-BOSETTA

In the context of the appointment of Véronique PENCHIENATI-BOSETTA as interim Chief Executive Officer on March 14, 2021, the Board of Directors decided, at its meeting on March 22, 2021, to suspend - during the period of her term of office - her employment contract with

Danone SA as Chief Executive Officer International and member of the Executive Committee. It also unanimously authorized, pursuant to Article L.225-38 of the French Commercial Code, an amendment to her employment contract to include a mechanism for the reintegration of Véronique PENCHIENATI-BOSETTA as an employee at the end of her interim term of office, providing in particular that she would be offered two positions at Executive Committee level, each subject to an acceptance period of one month maximum, and that the notice period, in the event of termination of her employment contract, would be extended to six months.

In accordance with the terms of this amendment, Véronique PENCHIENATI-BOSETTA has resumed her previous salaried position as Chief Executive Officer International on September 15, 2021, at the end of her term of office, her suspended employment contract having been reactivated without modification.

DANONE 5