Combined Ordinary and Extraordinary Shareholders’ Meeting of Danone Thursday 29 April 2021, at 2:30 P.M
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NOTICE OF MEETING COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF DANONE THURSDAY 29 APRIL 2021, AT 2:30 P.M. DANONE Registered Office: 17, boulevard Haussmann, 75009 Paris – France A French Société Anonyme with a share capital of €171,657,400 552 032 534 RCS Paris CONTENTS CHAIRMAN’S MESSAGE 3 KEY FIGURES 2020 4 SUMMARY OF THE COMPANY’S SITUATION DURING THE LAST FISCAL YEAR 5 FINANCIAL RESULTS OF THE COMPANY DURING THE LAST FIVE FISCAL YEARS AND OTHER SIGNIFICANT INFORMATION 11 AGENDA OF THE SHAREHOLDERS’ MEETING 12 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? 13 HOW TO COMPLETE YOUR VOTING FORM? 16 YOUR BOARD OF DIRECTORS IN 2020 18 APPOINTMENT AND RENEWALS OF TERMS OF OFFICE PROPOSED TO THE SHAREHOLDERS’ MEETING 19 REPORT FROM THE BOARD OF DIRECTORS AND RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING 24 SPECIAL REPORTS OF THE STATUTORY AUDITORS 46 TRANSFER OF SECURITIES INTO A DIRECT REGISTERED ACCOUNT 54 REQUEST FOR ADDITIONAL INFORMATION 55 WARNING – COVID-19 IN THE CONTEXT OF THE COVID-19 HEALTH CRISIS, THE SHAREHOLDERS’ MEETING OF 29 APRIL 2021 WILL BE HELD BEHIND CLOSED DOORS, WITHOUT THE SHAREHOLDERS AND OTHER PERSONS ENTITLED TO ATTEND BEING PHYSICALLY PRESENT. SHAREHOLDERS ARE INVITED TO CAST THEIR VOTE REMOTELY, PRIOR TO THE SHAREHOLDERS’ MEETING. YOU WILL FIND MORE INFORMATION IN THIS DOCUMENT. CHAIRMAN’S MESSAGE Ladies and Gentlemen, dear Shareholders, I am pleased to inform you that Danone’s Shareholders Meeting will be held on Thursday, 29 April 2021 at 2:30 pm. I regret not being able to welcome you to this Shareholders’ Meeting that I will have the honor to chair for the first time. Indeed, once again this year, within the exceptional context of the Covid-19 pandemic and in accordance with the measures taken by the French government to slow down the spread of the virus, we have decided to hold this Shareholders’ Meeting behind closed doors, without shareholders and other persons entitled to attend being physically present. Despite these particular circumstances, I invite you to exercise your rights as shareholders through your questions and your vote. The past few weeks have been marked by important changes aimed at strengthening Danone’s governance. In this context of transition, you can, by exercising your rights, express your views on the important decisions that will give your company the means to achieve its objectives. I would also like to draw your attention to the fact that you will be invited to vote on the appointment or renewal of five members of the Board of Directors. To this end, you have the possibility to send your written questions and to vote by Internet or by postal means, as well as to give your proxy to the Chairman of the Meeting or to a person of your choice. You will find in this document the practical procedures for participating in the vote and asking questions, as well as the text of the resolutions submitted for your approval. In addition, you will be able to follow the Shareholders’ Meeting remotely, which will be broadcast live on Danone’s website. Counting on your understanding in these exceptional circumstances, I would like, on behalf of the Board of Directors, to thank each of you for your trust and support. Gilles Schnepp KEY FIGURES 2020 €23.6 bn 14.0% €3.34 €2.1 bn -1.5% (a) -117 bps (b) -13.2% (b) SALES RECURRING OPERATING MARGIN RECURRING EPS FREE CASH FLOW AAA(c) 2.8x €1.94 FOR THE 2nd YEAR 50% IN A ROW, ONE ~ OF THE 10 COMPANIES NET DEBT / DIVIDEND WORLDWIDE AND THE ONLY OF SALES COVERED BY EBITDA PER SHARE FOOD COMPANY B CORPTM CERTIFICATION (a) Like-for-like. (b) On a reported basis. (c) Scores obtained as part of the CDP Climate Change, CDP Water security and CDP Forests questionnaires. ESSENTIAL DAIRY SPECIALIZED & PLANT-BASED NUTRITION WATERS 2020 Sales €12.8 bn €7.2 bn €3.6 bn 2020 Recurring Operating Margin 10.2% 24.5% 7.0% 4 DANONE NOTICE OF MEETING 2021 SUMMARY OF THE COMPANY’S SITUATION DURING THE LAST FISCAL YEAR For more information on the Group’s situation during the previous fiscal year, please refer to section 3. Business Highlights in 2020 and Outlook for 2021 of the 2020 Universal Registration Document which was filed with the French Financial Markets Authority on 18 March 2021 under number D.21-0151 and which is available on Danone’s website at the following address: www.danone.com (Section Investors / Publications & Events / Registration Documents/URD). KEYS FINANCIAL FIGURES Year ended December 31 (in € millions except if stated otherwise) 2019 2020 Reported changes Like-for-like changes (a) Sales 25,287 23,620 (6.6)% (1.5)% Recurring operating income (a) 3,846 3,317 (13.8)% (10.9)% Recurring operating margin (a) 15.2% 14.0% -117 bps -150 bps Non-recurring operating income and expenses (609) (519) 89 Operating income 3,237 2,798 (13.6)% Operating margin 12.8% 11.8% -96 bps Recurring net income – Group share (a) 2,516 2,189 (13.0)% Non-recurring net income – Group share (586) (233) 353 Net income – Group share 1,929 1,956 1.4% Recurring EPS (in €) (a) 3.85 3.34 (13.2)% EPS (in €) 2.95 2.99 1.2% Free cash flow (a) 2,510 2,052 (18.3)% Cash flow from operating activities 3,444 2,967 (13.9)% (a) See definition in section 3.6 Financial indicators not defined in IFRS of the 2020 Universal Registration Document. SALES Consolidated net sales In 2020, consolidated sales stood at €23.6 billion, down -1.5% on currencies devaluation against the Euro in the United States, Latin a like-for-like basis, with stable volumes compared to last year America, Indonesia and Russia. Reported sales were also impacted (-0.1%) and a -1.5% decrease in value reflecting negative category by a negative scope effect (-0.4%), resulting from the deconsolidation and country mix, especially in Waters and Specialized Nutrition. from April 1st, 2019 of Earthbound Farm, and by a +0.3% organic contribution of Argentina to growth. On a reported basis, sales were down -6.6%, mainly driven by the negative impact of exchange rates (-5.0%) that resulted from Sales by Reporting Entity • Essential Dairy & Plant-based posted net sales growth of +3.4% • Specialized Nutrition sales declined by -0.9% in 2020 on a like-for- in 2020 on a like-for-like basis, reflecting a +3.0% increase in like basis with a decrease of -0.8% in volume and -0.1% in value. volume and +0.3% in value. EDP performance was sustained by Infant nutrition performance was driven by Covid-related headwinds, both Essential Dairy, up low-single digit, and Plant-based that grew notably in China, while adult nutrition registered strong growth. at +15% and reached €2.2 billion of sales in 2020, up from €1.9 Waters sales declined by -16.8% in 2020 on a like-for-like basis, with billion in 2019. This performance results from the sustained sales • a decrease of -7.7% in volume and -9.1% in value. The performance growth of plant-based products in the United-States, Europe and of Waters was severely impacted by Covid-related restrictions to beyond. Danone continues to aim at reaching around €5 billion of mobility that disrupted out-of-home and impulse channels, and revenues from plant-based products by 2025. ultimately translated in negative volume, product and format mix. DANONE NOTICE OF MEETING 2021 5 Year ended December 31 (in € millions except percentage) 2019 2020 Sales growth (a) Volume growth (a) EDP 13,163 12,823 +3.4% +3.0% Specialized Nutrition 7,556 7,192 -0.9% -0.8% Waters 4,568 3,605 -16.8% -7.7% Total 25,287 23,620 -1.5% -0.1% (a) Like-for-like. Sales by geographic area Europe & Noram Rest of the World The Europe & Noram region posted sales of €13,408 million in 2020, The Rest of the World region posted sales of €10,212 million in 2020, down -0.3% vs 2019 on a like-for-like basis, including an increase down -3.1% vs 2019 on a like-for-like basis, including a decline in in volume of +1.6%. volume of -1.6%. Year ended December 31 Share of sales Share of sales Volume delivered by the delivered by the (in € millions except percentage) 2019 2020 Sales growth (a) growth (a) region in 2019 region in 2020 Europe & Noram 13,710 13,408 -0.3% +1.6% 54% 57% Rest of the World 11,577 10,212 -3.1% -1.6% 46% 43% Total 25,287 23,620 -1.5% -0.1% 100% 100% (a) Like-for-like. OTHER COMPONENTS OF THE INCOME STATEMENT Consolidated recurring operating income and recurring operating margin Danone’s recurring operating income reached €3.3 billion in 2020. Reported margin also reflects a positive effect from change in scope Recurring operating margin stood at 14.0%, down -117 bps on a (+7bps) and currencies (+38bps), and a negative effect of -11bps reported basis and -150 bps on a like-for-like basis. reflecting Argentina’s impact on margin. This includes a negative -62 bps effect from €150 million incre- Cost of goods sold totaled €12,267 million in 2020 (€12,878 million mental costs directly related to Covid-19 incurred during the year in 2019), or 51.9% of consolidated sales (50.9% in 2019). Global input to keep employees safe and ensure business continuity. It also costs inflation was slightly below 5% for the company in 2020, notably includes around -100bps of negative mix, mostly driven by negative accelerating in the second semester.