Danone : By-laws as of April 25th, 2024

BY-LAWS

LAST UPDATE: APRIL 25, 2024

TABLE OF CONTENTS
TABLE OF CONTENTS	2
TITLE I	3
TYPE OF COMPANY - CORPORATE PURPOSE COMPANY NAME - REGISTERED OFFICE - TERM	3
TITLE II	5
SHARE CAPITAL - SHARES	5
TITLE III	10
ADMINISTRATION	10
TITLE IV	17
COMPANY MONITORING	17
TITLE V	19
SHAREHOLDERS' MEETINGS	19
TITLE VI	25
FISCAL YEAR - INVENTORY - COMMUNICATION	25
TITLE VII	26
PROFITS - RESERVES	26
TITLE VIII	28
DISSOLUTION OF COMPANY - LIQUIDATION	28

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TITLE I

TYPE OF COMPANY - CORPORATE PURPOSE COMPANY NAME - REGISTERED OFFICE - TERM

ARTICLE 1: TYPE OF COMPANY

I - Corporate type

A French corporation (Société Anonyme), governed by these by-laws and the mandatory provisions of applicable laws, exists among the owners of the shares described below and those that may be created at a later date.

II - Purpose

The purpose of the Company is to bring health through food to as many people as possible.

This purpose is embedded in the "One Planet. One Health" framework of action of Danone, and which reflects its strong belief that people's health and the planet's preservation are interconnected and should be at the core of a food company's strategy. This framework of action builds on decades of responsible business stewardship to serve a dual economic and social project.

III - Social and environmental objectives

In connection with its purpose, the Company defined strategic goals, aligned with the 2030 United Nations Sustainable Development Goals, embedding the business, brand and trust models of the Company to drive long-term sustainable value creation.

Among these strategic goals, the social and environmental objectives that the Company sets as its mission to pursue as part of its activities, pursuant to paragraph 2° of Article L.210-10 of the French Commercial Code, integrated into its model of profitable and sustainable growth, are as follows (the "Mission"):

• Impact people's health locally, with a portfolio of healthier products, with brands encouraging better nutritional choices and by promoting better dietary habits;
• Preserve and renew the planet's resources, by supporting regenerative agriculture, protecting the water cycle and strengthening the circular economy of packaging, across its entire ecosystem, in order to contribute to the fight against climate change;
• Entrust Danone's people to create new futures: building on a unique social innovation heritage, give each employee the opportunity to impact the decisions of the Company, both locally and globally;

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• Foster inclusive growth, by ensuring equal opportunities within the Company, supporting the most vulnerable partners in its ecosystem and developing everyday products accessible to as many people as possible.

ARTICLE 2: CORPORATE PURPOSE

The purpose of the company, whether directly or indirectly, shall be:

• industry and trade relating to all food products;
• the performance of any and all financial transactions and the management of any and all moveable rights and securities, whether listed or unlisted, French or foreign, together with the acquisition and the management of any and all real estate properties and rights.

In general, the company shall be entitled to effect any and all moveable, real estate, industrial, commercial and financial transactions relating directly or indirectly or possibly useful in any connection whatsoever to the company in the fulfilment of its corporate purpose.

It shall be entitled to act, directly or indirectly, and to effect the aforementioned transactions, in any country, on its own behalf or on behalf of third parties, whether alone or in a joint venture, association, grouping or companies, involving any other individuals or companies and to perform and execute the same in any form whatsoever.

It shall also be entitled to acquire any interests and holdings in any and all French and foreign companies and businesses, regardless of the purpose thereof, by means of the establishment of special companies through asset contributions or subscriptions, through the acquisition of shares, bonds or other securities and any and all company rights and, in general, by any means whatsoever.

ARTICLE 3: COMPANY NAME

The name of the company shall be: DANONE.

ARTICLE 4: REGISTERED OFFICE

The company's registered office is located at 17 boulevard Haussmann - 75009 Paris, France.

It may be transferred to any other location in Paris or neighbouring department through a decision of the Board of Directors, whose decision shall be submitted to the next Ordinary Shareholders' Meeting for ratification, or to any other location if so, resolved by an Extraordinary Shareholders' Meeting as provided under Article 29 below.

ARTICLE 5: TERM

The company shall reach its term on April 25, 2112, unless dissolved prior thereto or extended to a date thereafter.

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TITLE II

SHARE CAPITAL - SHARES

ARTICLE 6: SHARE CAPITAL

The share capital is set at €168,959,483. It is divided into 675,837,932 fully paid-up, equally ranking shares of €0.25 each.

ARTICLE 7: CAPITAL INCREASE

I - The share capital may be increased either by issuing new shares, even shares of a class other than that of the existing shares, or by increasing the par value of the existing shares.

The new shares shall be paid for either in cash or through compensation with receivables due and payable by the company or through incorporation of reserves, earnings or additional paid-in capital or with assets in kind or through bond conversion.

The Extraordinary Shareholders' Meeting shall be solely authorized to decide, based on the report from the Board of Directors, whether to increase the share capital, the sole exception hereto being the circumstances set forth in Paragraph II below. It shall be entitled to delegate its authority and/or its powers to the Board of Directors under the conditions provided for by law.

It may be decided to limit the capital increase in consideration for cash to the amount of the share subscriptions, under the conditions provided for by law.

In the case of capital increases through the issuance of shares in consideration for cash, a preferential right to subscribe these shares shall, in accordance with applicable legal provisions, be given to the owners of previously issued shares. However, shareholders may waive their preferential rights on an individual basis and the Shareholders' Meeting, deciding on the capital increase, shall be entitled to cancel said preferential rights in compliance with applicable legal provisions.

Those shareholders who do not have a sufficient number of existing shares to obtain a whole number of new shares will need to reach an agreement with other shareholders if they wish to exercise their rights, but such agreement shall not result in joint share subscriptions.

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1. - A capital increase may also result from a request by any shareholder to receive in the form of shares all or part of the distributed dividend or interim dividend when such an option has been granted to shareholders by the Shareholders' Meeting convened to approve the financial statements of the previous fiscal year.

The Board of Directors shall, within the time period allowed by law, formally record the number of shares issued by virtue of the preceding paragraph and shall make the necessary amendments to the clauses in the by-laws pertaining to the amounts of the company's share capital and of the number of shares representing said sum.

ARTICLE 8: CAPITAL DECREASE - REPURCHASE OF SHARES BY THE COMPANY

I - The Extraordinary Shareholders' Meeting shall also be entitled, under the conditions and in the manner prescribed by law, to decide to or authorize the Board of Directors to reduce the company's share capital for any reason and in any manner whatsoever, and in particular by acquiring and cancelling a set number of shares or by exchanging old shares for new shares, whether equivalent or fewer in number, with the same or a different par value and, if appropriate, along with the transfer or purchase of old shares to facilitate the exchange, with or without a cash adjustment.

1. - Within the limits and under the conditions prescribed by law, the Board of Directors may purchase the company's shares on the stock exchange.

ARTICLE 9: PAYING UP SHARES

I - At the time of subscription, shares issued for cash as part of a capital increase must be paid up in the amount set by the share issuance resolution. This amount shall not be less than one-quarter of the shares' par value (and the full amount of additional paid-in capital, if applicable).

Where shares are partially paid up, the balance of the par value shall be paid up in the relative amounts, periods and places determined by the Board of Directors, and in accordance with the time allowed by law for the payment in full of shares issued for cash.

Shareholders shall be notified of calls fifteen days prior to the date set for each payment, with this notice being given by registered letter and published in a newspaper serving the locality in which the registered office is situated.

Shares issued in consideration of contributions in kind or following the capitalization of earnings, reserves or additional paid-in capital, or the amount of which is partly the result of incorporating reserves, earnings or additional paid-in capital and partly the result of a cash payment, shall be fully paid up upon issue.

1. - Defaulting shareholders, successive assignees and share subscribers are jointly liable for the payment of the unpaid portion of shares.

Any subscriber of shares or shareholder who has sold his shares shall cease to be liable for payments not yet called up two years after the date when the order transferring shares from one marketable securities account to another has been sent to the company.

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1. - If payment by shareholders is not made at the determined dates, interest at the rate of 6% per annum will automatically accrue as from the due date and without recourse to courts.

Notwithstanding any loss of rights incurred under legislative or regulatory provisions, shareholders who do not pay within a month of being sent notice to pay via registered letter with acknowledge of receipt may be forced to pay by all means available under law and even through the sale of the shares for which payment is due.

Such sales shall be carried out at the behest of the Board of Directors in the manner prescribed by applicable law.

ARTICLE 10: NATURE OF SHARES

I - Shares shall be registered until fully paid up. Once fully paid up, they may (subject to any legal provision to the contrary) remain registered shares or become bearer shares, at the discretion of the shareholder.

1. - Whether registered or bearer, shares shall be entered in an account under the conditions and in the manner prescribed by law.

1. - The Board of Directors determines the dates of issue and account entry of securities and the time given to shareholders to make known which type of share they choose once payment in full has been made and any legally required holding period has expired. Failing this, shareholders are deemed to have opted for registered shares.

IV - Except as otherwise provided by law, conversion of shares from registered to bearer, and vice versa, shall require a signed application on the part of the shareholder and shall be at the latter's expense and carried out in accordance with applicable regulations.

V - The Board of Directors shall, in accordance with the law, be entitled to create fractional shares, whose rights, in particular relating to voting and profit distribution, are proportional to the share fraction that they represent. Subject to this condition, fractional shares shall be subject to all provisions of these by-laws applicable to shares.

VI - Provisions relating to shares shall be applicable to bonds or negotiable instruments issued by the company.

VII - The company shall be entitled to request information regarding the structure of its shareholding under the conditions provided for by law.

ARTICLE 11: SHARE TRANSFER

I - Ownership of registered shares shall result from their entry in an account in the name of the holder(s) as provided under the regulations in force.

1. - Transfer of registered and bearer shares shall be carried out by transfer from one account to another as provided by the regulations in force, costs incurred being borne by transferees.

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1. - Any individual or legal entity that comes into possession of, or ceases to hold, in any manner whatsoever, within the meaning of Articles L. 233-7 et seq. of the French Commercial Code, a fraction equivalent to half of one percent (1/2) of the voting rights or a multiple of said fraction, shall, within five trading days of exceeding one of said limits, send to the registered office a registered letter with acknowledge of receipt in order to inform the company of the total number of shares or securities giving future access to the share capital and the number of voting rights owned, whether alone, indirectly or in concert with others. When the threshold is reached as a result of a purchase or sale on the stock market, the period of five trading days allowed for notification begins on the trading date of the securities and not on their delivery date.

The aforementioned disclosure requirements also apply, under the terms and subject to penalties stipulated under applicable legal and regulatory conditions, to the intermediary registered on behalf of the owners of shares who are not domiciled on French territory, within the meaning of Article 102 of the French Civil Code, with the company or the authorized financial intermediary holding the account.

In the event that this disclosure requirement is not fulfilled, and at the request of one or more shareholders holding 5% of the voting rights, voting rights exceeding the fraction that should have been disclosed may not be exercised or assigned by the non-compliant shareholder at any Shareholders' Meeting held within a two-year period following the date at which the proper disclosure was made.

ARTICLE 12: INDIVISIBILITY OF SHARES

All shares or fractional shares shall be indivisible vis-à-vis the company.

The joint owners of jointly held shares shall be represented by one of them alone or by a single agent. In the event of disagreement, the agent shall be appointed by order of the Ruling Judge of the Commercial Court in emergency interim proceedings initiated by the joint owner so seeking.

Share-related voting rights shall belong to the usufructuary at Ordinary Shareholders' Meetings and to the bare owner at Extraordinary Shareholders' Meetings.

ARTICLE 13: RIGHTS AND OBLIGATIONS RELATING TO SHARES

I - Except as concerns, if applicable, the par value of shares, the amount paid-up, redeemed and unredeemed share capital and rights attached to shares of different classes, each share shall confer a right to a share in the ownership of the company's assets and in distributions of profits. This share shall be proportional to the amount of the share capital that it represents.

Subject to the same reservations, for the purpose of determining the rights of each share in any distributions or any repayments made during the life of the company or at its liquidation, all shares must, if appropriate, be brought together, not only fractions brought forward to earlier distributions but also all tax exemptions and all taxes likely to be borne by the company and possibly relating to certain shares on account of either earlier capital decreases or the capital constitution method represented thereby or their issue price, so as to ensure that, whatever its origin, each share will, as a result of said bringing together of shares, be entitled to the same net sum in settlement thereof.

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1. - Shareholders shall be committed only up to the amounts of their shares, even vis-à-vis third parties. Any call in excess of such amounts shall be prohibited.

1. - The rights and obligations attached to each share including dividends and any share in reserves shall belong to or be borne by the holder thereof as from entry of said share in his account.

Share possession automatically implies compliance with the company's by-laws and with resolutions made at Shareholders' Meetings.

ARTICLE 14: CLAIMS

The heirs, creditors, assignees or other representatives of shareholders shall not be entitled for any reason whatsoever to cause any seals to be placed on the premises, any inventory to be drawn up, any auction to be held or any distribution to be effected or to interfere in any manner in the administration of the company.

In order to exercise their rights, they shall rely on the company's inventories and the resolutions of the Shareholders' Meeting.

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TITLE III

ADMINISTRATION

ARTICLE 15: METHOD OF EXERCISING GENERAL MANAGEMENT - BOARD OF DIRECTORS

METHOD OF EXERCISING GENERAL MANAGEMENT

General Management of the company is assumed, under its responsibility, either by the Chairman of the Board of Directors or by another individual designated by the Board of Directors and bearing the title of Chief Executive Officer.

The Board of Directors chooses between two methods of exercising General Management under the following terms:

The choice is made by the Board of Directors voting by a majority of all members.

When General Management of the company is assumed by the Chairman of the Board of Directors, the provisions relative to the Chief Executive Officer are applicable to him.

BOARD OF DIRECTORS

I - The company shall be administered by a Board comprising not less than three Directors and not more than the number of directors prescribed by applicable legislation.

Directors shall be appointed or reappointed by the Ordinary Shareholders' Meeting and shall be chosen from among the shareholders.

All types of legal entities that are shareholders may sit on the Board of Directors. Upon appointment, they shall designate for the purposes of taking part in the proceedings of the Board of Directors and, generally, of fulfilling said term of office as Director, a permanent representative for the term of the Directorship of said legal entity, which person shall be subject to the same conditions and obligations and shall incur the same liabilities under civil and criminal law as if he were a Director in his private capacity.

In the event of the permanent representative's death, resignation or removal from office, the legal entity holding the Directorship shall immediately notify the company, by registered letter, of the reason for terminating said person's term of office and shall also disclose the identity of its new permanent representative.

Acceptance and fulfilment of a Directorship implies the undertaking on the part of each person concerned to swear an oath at any time that he personally meets the conditions and obligations stipulated under applicable law, in particular as regards the question of multiple directorships.

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