Danone // 2020 Universal Registration Document

Share capital and ownership 7.10 Factors that might have an impact in the event of a public tender offer DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 304 7.10 FACTORS THAT MIGHT HAVE AN IMPACT IN THE EVENT OF A PUBLIC TENDER OFFER In accordance with Article L.22-10-11 of the French Commercial Code, factors that might have an impact in the event of a tender offer are presented below: (i) Structure of the Company’s share capital See section 7.8 Share ownership structure of the Company as of December 31, 2020 and significant changes over the past three years. (ii) Voting rights restrictions set forth in the by-laws The Company’s by-laws provide for a system of limitation of voting rights, described in section 7.6 Shareholders’ Meeting, voting rights . The Shareholders’ Meeting of April 22, 2010 decided to include a mechanism for suspending this limitation if the number of shares present or represented at a Shareholders’ Meeting reaches or exceeds 75% of the total number of shares carrying voting rights. In addition, the Company’s by-laws provide for a reporting obliga- tion for anyone who would hold or cease to hold a fraction equal to 0.5% of voting rights or a multiple thereof, beginning when one of the thresholds is crossed. This mechanism is described in section 7.7 Crossing of thresholds, shares and share sales . In the event of failure to comply with this notification requirement, upon the request of any holder or holders of 5% or more of the voting rights, the voting rights in excess of the fraction that should have been disclosed may not be exercised or delegated by the non-com- plying shareholder at any Shareholders’ Meeting held during a period of two years from the date on which the shareholder makes the corrective notification. As of the publication date of this Universal Registration Document, the Company is not aware of any clause of agreements providing for preferential terms of purchase or sale concerning at least 0.5% of the capital or voting rights of the Company (iii) Direct or indirect holdings in the Company’s share capital of which the Company is aware See section 7.8 Share ownership structure of the Company as of December 31, 2020 and significant changes over the past three years . (iv) Holders of securities providing special control rights on the Company and description of such rights None. (v) Control mechanisms provided for any employee shareholding program, when such control rights are not exercised by employees Only the Supervisory Board of the “ Fonds Danone ” company investment fund has the authority to decide how to respond to a possible tender offer with respect to the DANONE shares held by the fund. As an exception to this principle, holders of shares in the company investment fund may be consulted directly by referendum if the Supervisory Board has a split vote. (vi) Main agreements between shareholders of which the Company is aware and that could impose restrictions on the transfer of shares and the exercise of voting rights To the Company’s knowledge, no agreement exists between shareholders that could impose restrictions on the transfer of the Company’s shares and the exercise of voting rights. (vii) Rules applicable to the appointment and replacement of members of the Board of Directors or to amendments of the by-laws With the exception of the rules approved by the shareholders at the Shareholders’ Meeting of June 26, 2020 concerning the appointment of the Directors representing employees (see section 6.1 Governance bodies ), there are no specific rules applicable to the appointment and replacement of members of the Board of Directors or to amendments of the by-laws. (viii) Powers of the Board of Directors in the event of a public tender offer Pursuant to the resolution approved by shareholders at the June 26, 2020 Shareholders’ Meeting, the Board of Directors is prohibited from implementing the Company share buyback program during a public tender offer involving the Company’s shares. The Shareholders’ Meeting of April 29, 2021 will be asked to renew this prohibition. Moreover, in accordance with the decision of the Shareholders’ Meeting of June 26, 2020, the Board of Directors cannot decide to issue shares and securities with or without preferential subscrip- tion rights (other than capital increases reserved for employees and grants of Group performance shares) during periods when the Company’s shares are the subject of a public tender offer. (ix) Main agreements signed by the Company that are amended or terminated in the event of a change of control of the Company • Danone granted put options to certain non-controlling sharehol- ders of its subsidiaries relating to their shares, which may be exercised during a public tender offer. The amount of such options is set out in Note 4.5 of the Notes to the consolidated financial statements. • Certain joint-ventures agreements provide the possibility for the partner to purchase Danone’s participation in the joint-venture in the event of a change of control of the Company. Hence, in 2005, the Company and the Arcor group signed an agreement governing relations between Danone and Arcor within the joint venture named Bagley LatinoAmerica, a Latin American leader in biscuits, in which the Company indirectly holds a 49% equity interest. In the event of a change of control of the Company, the Arcor group will have the right to have Danone repurchase all of its interest held in Bagley LatinoAmerica at its fair value. • In addition, in 2016, Danone entered into a new shareholders’ agreement with Al Faisaliah Holding that governs their relations within their jointly owned company Alsafi DanoneCompany Limited,