Danone // 2020 Universal Registration Document

7 Share capital and ownership 7.6 Shareholders’ Meeting, voting rights 299 DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 DIVIDENDS FORFEITED TO THE FRENCH STATE By law, dividends that have not been claimed within five years revert to the French State. 7.6 SHAREHOLDERS’ MEETING, VOTING RIGHTS PARTICIPATION IN SHAREHOLDERS’ MEETINGS Shareholders’ Meetings are convened and deliberate in the conditions set out by law. They are held at in the city where the registered office is located or at any other place specified in the Notice of Meeting. The Shareholders’ Meeting is composed of all shareholders, regardless of the number of shares owned, except in the case of forfeiture in accordance with applicable laws and regulations, and upon presentation of proof of identity and ownership of the shares on the terms stipulated by regulations. Shareholders may choose one of the following four methods to participate in Shareholders’ Meetings: • attend the meeting in person by requesting an admission card; • vote by correspondence; • give a proxy to the Chairman of the Shareholders’ Meeting; or • give a proxy to any individual or legal entity of their choice. In 2020, in the context of the Covid-19 health crisis and pursuant to FrenchOrder No. 2020-321 of March 25, 2020, Danone’s Shareholders’ Meeting was held on June 26, 2020 behind closed doors, without the shareholders and other persons entitled to attend being physically present. The details concerning the participation at Shareholders’ meetings as provided by laws and regulations can be found in the Notice of Meeting available on the Danone website: www.danone.com (Section Investors/Shareholders/Shareholders’ meeting). The Company’s by-laws permit shareholders to participate in Shareholders’ Meetings using electronic means, and a dedicated website has been specially created to that effect. Moreover, the Board of Directors may decide that the vote oc- curring during the Shareholders’ Meeting may be expressed by videoconference or any telecommunications method that makes it possible to identify the shareholders, subject to applicable legal and regulatory provisions. VOTING RIGHTS Double voting rights The Extraordinary Shareholders’ Meeting of October 18, 1935 decided to include in the Company’s by-laws, the grant of double voting rights, under the conditions provided by law, in relation to the portion of the share capital that they represent, to all fully paid-up shares for which evidence is provided that they have been registered in the name of the same shareholder for at least two years, as well as – in the event of a capital increase through capitalization of reserves, earnings or additional paid-in capital – to registered bonus shares granted to a shareholder in consideration of existing shares in respect of which he enjoys said rights. This statutory double voting right has been maintained since its creation in 1935 and coexists, in the same conditions, with the one created by the law 2014-384 of March 29, 2014, known as the “Florange Act”, since neither Danone’s Board of Directors nor its shareholders proposed its elimination when the legal double voting right was instituted for companies whose shares are admitted for trading on a regulated market. Double voting rights cease in the event of a transfer or conversion into bearer shares, unless otherwise provided for by law. A double voting right maymoreover be terminated by an Extraordinary Shareholders’ Meeting’s decision and after ratification by the special shareholders’ meeting gathering all double voting right beneficiaries. A merger with another company shall not affect double voting rights, which can be exercised within the absorbing company if its by-laws have instituted this procedure. Limitation on voting rights at Shareholders’ Meetings Principle of limitations on voting rights The Extraordinary Shareholders’ Meeting of September 30, 1992 decided to introduce into Danone’s by-laws a clause limiting the voting rights, considering the weak participation rate of sharehol- ders at Meetings. The purpose of the clause is to avoid having a shareholder exercise undue influence or even realize a “stealth” takeover of the Company. Hence, the by-laws provide that, at Shareholders’ Meetings, no shareholder may cast more than 6% of the total number of voting rights attached to the Company’s shares in his or her own right or through proxy ( mandataire ), in respect of single voting rights attached to shares which he or she holds directly and indirectly and of powers which have been granted to him or her. Nevertheless, if, additionally, he or she enjoys double voting rights in a personal capacity and/or in the capacity of agent, the limit set above may be exceeded by taking into account only the extra voting rights resulting therefrom. In such a case, the total voting rights that he or she represents shall not exceed 12% of the total number of voting rights attached to the Company’s shares. In accordance with Article 27.II of the Company’s by-laws, this limitation applies when: • the total number of voting rights taken into account is calculated as of the date of the Shareholders’ Meeting and is brought to the attention of shareholders at the opening of the Shareholders’ Meeting; • the number of voting rights held directly and indirectly refers particularly to those attached to shares held personally by a shareholder, shares held by a corporation he or she controls within the meaning of Article L.233-3 of the French Commercial Code and shares assimilated with shares held, as defined by the provisions of Articles L.233-7 and seq . of the French Commercial Code;