Danone // 2020 Universal Registration Document

Share capital and ownership 7.1 Share capital of the company DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 294 7.1 SHARE CAPITAL OF THE COMPANY TRANSACTIONS ON THE SHARE CAPITAL IN THE LAST THREE YEARS AND SHARE CAPITAL AS OF DECEMBER 31, 2020 Effective date of the transaction Shares created/ (canceled) by the transaction Type of transaction Nominal amount of the transaction Amount of share capital after the transaction Shares making up the share capital after the transaction (number of shares) (in €) (in €) (number of shares) May 31, 2018 13,475,904 Capital increase for the payment of the dividend in shares 3,368,976.00 171,046,576.00 684,186,304 June 7, 2018 868,896 Capital increase reserved for employee members of a company savings plan 217,224.00 171,263,800.00 685,055,200 May 16, 2019 1,018,400 Capital increase reserved for employee members of a company savings plan 254,600.00 171,518,400.00 686,073,600 July 24, 2019 27,355 Capital increase reserved for employees of foreign companies 6,838.75 171,525,238.75 686,100,955 September 26, 2019 19,851 Capital increase reserved for employees of foreign companies 4,962.75 171,530,201.50 686,120,806 July 22, 2020 508,794 Capital increase reserved for employee members of a company savings plan 127,198.50 171,657,400.00 686,629,600 Share capital as of December 31, 2020 171,657,400.00 686,629,600 SHARES CONSTITUTING THE SHARE CAPITAL Shares are fully paid-up, are all of the same class and have a nominal value of €0.25. Each share gives the right to ownership of a pro- portion of the Company’s assets, profits and liquidation surplus, based on the percentage of share capital that it represents. 7.2 TREASURY SHARES HELD BY THE COMPANY AND ITS SUBSIDIARIES This section 7.2 describes the share buyback program set up in accordance with Articles 241-2 and seq . of the General Regulations of the French Financial Markets Authority. AUTHORIZATION GRANTED TO THE COMPANY TO BUY BACK ITS OWN SHARES Existing authorization The Shareholders’ Meeting of June 26, 2020 authorized the Board of Directors, for an 18-month period, to buy back a number of shares representing a maximum of 10% of the Company’s share capital at a maximum purchase price of €85 per share. This authorization superseded the authorization previously granted by the Shareholders’ Meeting of April 25, 2019. This authorization was not used during fiscal year 2020 (see section Transactions on Company shares in 2020 and situation as of December 31, 2020 hereinafter). Authorization subject to approval by the Shareholders’ Meeting The Board of Directors will submit a new authorization, valid for 18 months, to the Shareholders’ Meeting to be held on April 29, 2021 to repurchase up to 10% of the total number of shares comprising the share capital of the Company ( i.e. for information purposes, 68,662,960 shares as of December 31, 2020, representing a maximum potential purchase amount – excluding transaction fees – of approximately €5.8 billion) at a maximum purchase price of €85 per share. Subject to the authorization being approved by the Shareholders’ Meeting of April 29, 2021, the Company’s buyback of its own shares would be executed for the purpose of: • the allocation of shares with respect to the exercise of stock-op- tions by employees and/or corporate officers of the Company and of companies or economic interest groups related to it, pursuant to applicable statutory and regulatory provisions; • the implementation of any plan for the allocation of Group per- formance shares, or without performance conditions in the case of global employee share ownership plans, to employees and/or corporate officers of the Company and of companies or economic interest groups related to it, pursuant to applicable statutory and regulatory provisions, either directly or through entities acting on their behalf; • the sale of shares to employees (either directly or through an employee savings mutual fund) within the context of employee shareholding plans or company savings plans; • the delivery of shares upon the exercise of rights attached to securities giving access to the Company’s share capital; • the later delivery of shares as payment or for exchange in the context of external growth transactions;