Danone // 2020 Universal Registration Document

corporate governance 6.6 Related party agreements DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 290 6.6 RELATED PARTY AGREEMENTS STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS To the Danone Shareholders’ Meeting, In our capacity as statutory auditors of your company, we hereby report on related party agreements. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of as well as of the reasons for those agreements indicated to us, or that we may have identified in the performance of our engagement. We are not required to comment as to whether they are useful or appropriate or to ascertain the existence of any such agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code, to evaluate the benefits resulting from these agreements prior to their approval. In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code on the implementation, during the past year, of the agreements already approved by the Shareholders’ Meeting. We have performed the due diligence procedures that we deemed necessary in accordance with the professional guidance issued by the French Institute of statutory auditors ( Compagnie nationale des commissaires aux comptes ) for this type of assignment. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted. AGREEMENTS SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING In accordance with Article L. 225-40 of the French Commercial Code, we were informed of the following agreements entered into during the past year that received prior approval from your board of directors. With the Danone.Communities mutual investment fund (SICAV) Persons concerned Mr. Emmanuel Faber, chairman and chief executive officer of your company and director and chairman of the board of the Danone. Communities mutual investment fund (SICAV). 1. Memorandum of understanding Nature, purpose and conditions On June 25, 2020, as part of the Danone Communities project, the board of directors voted unanimously, Mr. Emmanuel Faber abstai- ning from voting, to authorize the signing of a memorandum of understanding established between your company, the SICAV Danone. Communities, the FPS Danone.Communities, Amundi Asset Management and Omnes Capital, respectively management companies for the SICAV and the FPS. The purpose of this agreement is (i) to organize the subscription by your company to new shares of the FPS Danone.Communities up to €5 million and thus to give additional financial support to the FPS to carry out its actions in the benefit of social businesses and (ii) to adjust certain contractual agreements. 2. Cooperation agreement Nature, purpose and conditions On June 25, 2020, as part of the Danone Communities project, the board of directors voted unanimously, Mr. Emmanuel Faber abstaining from voting, to authorize the signing of a new cooperation agreement established between your company, the SICAV Danone.Communities, the FPS Danone.Communities, Amundi Asset Management and Omnes Capital. This new agreement replaces the cooperation agreement previously entered into on May 4, 2007 (authorised by the Board of Directors on April 26, 2007 and approved by the Shareholders’ Meeting of April 29, 2008) and amended in 2012 and 2013, aimed at organizing the terms and conditions of the cooperation between the parties for the realization of the Danone Communities project. On February 25, 2020, the board of directors voted to set the company’s annual financial contribution for 2020 at a maximum of €3.6 million. The total amount of financial contributions provided by your company to the Danone Communities project for the fiscal year 2020 therefore totaled €3.5 million. 3. Amendment to the agreement for the provision of additional services Nature, purpose and conditions On June 25, 2020, as part of the Danone Communities project, the board of directors voted unanimously, Mr. Emmanuel Faber abstaining from voting, to authorize the signing of an amendment to the agreement for the provision of additional services dated as of May 4, 2007, between your company, the SICAV Danone.Communities and Amundi Asset Management. The purpose of the amendment is to specify the conditions for themarketing of the SICAV by Amundi Asset Management and the reporting fromAmundi Asset Management to your company. 4. New governance charter Nature, purpose and conditions On June 25, 2020, as part of the Danone Communities project, the board of directors voted unanimously, Mr. Emmanuel Faber abstaining from voting, to authorize the signing of a new governance charter established between your company, the SICAV Danone.Communities, the FPS Danone.Communities, Amundi Asset Management and Omnes Capital, replacing the previous governance charter established