Danone // 2020 Universal Registration Document

7 Share capital and ownership 7.7 Crossing of thresholds, shares and share sales 301 DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 7.7 CROSSING OF THRESHOLDS, SHARES AND SHARE SALES CROSSING OF THRESHOLDS A shareholder is legally required to inform the Company and the French Financial Markets Authority whenever any of the following thresholds are crossed in either direction, within four trading days of when the threshold is crossed: 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95% of the Company’s share capital or voting rights (Article L. 233-7 of the French Commercial Code). In addition, any individual or legal entity that comes to acquire or ceases to hold in any manner whatsoever, within the meaning of Articles L. 233-7 and seq. of the French Commercial Code, a fraction equivalent to 0.5% of the voting rights or a multiple thereof must, within five trading days of crossing such threshold, notify the Company of the total number of shares or securities giving future access to the capital and the total number of voting rights that said individual or entity holds alone, or indirectly, or in concert, by registered mail with return receipt to the Company’s registered office. If the threshold is crossed as a result of a purchase or sale in the open market, the notification period of five trading days begins with the date of trade and not the date of delivery. In the event of failure to comply with this notification requirement, at 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 reported may not be exercised or delegated by the non-complying shareholder at any Shareholders’ Meeting held during a period of two years as from the date on which the shareholder makes the corrective notification. PURCHASES AND SALES OF COMPANY SHARES There is no clause in the Company’s by-laws giving preferential rights for the purchase or sale of Company shares. 7.8 SHARE OWNERSHIP STRUCTURE OF THE COMPANY AS OF DECEMBER 31, 2020 AND SIGNIFICANT CHANGES OVER THE PAST THREE YEARS SHARE OWNERSHIP STRUCTURE AS OF DECEMBER 31, 2020 It should be noted that double voting rights are granted to all fully paid-up shares held in registered form in the name of the same shareholder for at least two years (see section 7.6 Shareholders’ Meeting, voting rights ). Shareholders having disclosed shareholdings exceeding 1.5% of voting rights in the Company (based on reported crossings of statutory thresholds received by the Company) Shareholders Number of shares held % of share capital Number of gross voting rights % of gross voting rights (a) Number of net voting rights % of net voting rights (b) MFS (c) (d) 63,789,281 9.3% 54,821,389 7.7% 54,821,389 8.1% BlackRock 42,295,309 6.2% 42,295,309 5.9% 42,295,309 6.3% Amundi Asset Management 23,500,862 3.4% 23,500,862 3.3% 23,500,862 3.5% First Eagle Investment Management (d) 21,573,145 3.1% 20,306,170 2.8% 20,306,170 3.0% Norges Bank 15,145,141 2.2% 15,145,141 2.1% 15,145,141 2.2% Groupe CDC 13,718,885 2.0% 13,718,885 1.9% 13,718,885 2.0% Employee shareholding – “Fonds Danone” company investment fund 9,002,865 1.3% 17,370,232 2.4% 17,370,232 2.6% Groupe Sofina 7,250,793 1.1% 12,356,693 1.7% 12,356,693 1.8% Treasury shares held by the Company 31,053,685 4.5% 31,053,685 4.4% − − Treasury shares held by Danone Spain subsidiary 5,780,005 0.8% 5,780,005 0.8% − − Other 453,519,629 66.1% 476,385,623 66.8% 476,385,623 70.5% Total 686,629,600 100.0% 712,733,994 100.0% 675,900,304 100.0% (a) The percentage of gross voting rights is calculated taking into account the treasury shares held by theCompany and its subsidiaries, which are stripped of voting rights, as well as the double voting rights attached to shares held in registered form for more than 2 years ( i.e. 26,104,394 shares as of December 31, 2020). (b) The number of net voting rights (or voting rights “exercisable in a Shareholders’ Meeting”) is calculated excluding shares stripped of voting rights. (c) The voting rights of MFS group were capped at 6% at the Shareholders’ Meeting of June 26, 2020 in accordance with Article 27.II of the Company’s by-laws (see section 7.6 Shareholders’ Meeting, voting rights above for details on limitations on voting rights at Shareholders’ Meetings). (d) MFS and First Eagle Investment Management indicated to the Company that the number of voting rights (gross and net) they held in the Company is less than the number of shares that they hold, as certain of their customers retain the voting right attached to the shares managed by them.