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URD2019 EN.Pdf KEY FIGURES 2 5 SOCIAL, SOCIETAL AND ENVIRONMENTAL 1 RESPONSIBILITY 139 INFORMATION ABOUT THE ISSUER 5.1 Danone’s integrated vision of corporate responsibility 141 5.2 Offering safe, healthy products 150 AND INFORMATION ON THE UNIVERSAL 5.3 Preserve and renew the planet’s resources 155 REGISTRATION DOCUMENT 5 5.4 Building the future with Danone employees 169 1.1 Information about the issuer 6 5.5 Promoting sustainable, inclusive growth with suppliers 178 1.2 Information about the universal Registration Document 7 5.6 Methodology note 182 1.3 Person responsible for the Universal Registration Document 5.7 Report by one of the Statutory Auditors, appointed as an 9 independent third party, on the consolidated non-financial information statement included in the management report. 188 2 OVERVIEW OF ACTIVITIES, RISK FACTORS 11 6 2.1 Presentation of Danone 12 CORPORATE GOVERNANCE 195 2.2 Strategic priorities 13 6.1 Governance bodies 196 2.3 Description and strategy of the Reporting entities 15 6.2 Positions and responsibilities of the Directors 218 2.4 Other elements related to Danone’s activity and 6.3 Compensation and benefits of governance bodies 229 organization 17 6.4 Detailed information on long-term compensation plans 244 2.5 Simplified organizational chart as of December 31, 2019 20 6.5 DANONE shares held by the members of the Board 2.6 Risk factors 20 of Directors and the Executive Committee 267 2.7 Internal control and risk management 27 6.6 Related party agreements 269 3 7 BUSINESS HIGHLIGHTS IN 2019 AND SHARE CAPITAL AND OWNERSHIP 273 OUTLOOK FOR 2020 35 7.1 Share capital of the company 274 3.1 Business highlights in 2019 36 7.2 Treasury shares held by the Company and its subsidiaries 274 3.2 Consolidated net income review 38 7.3 Authorizations to issue securities giving access to the 3.3 Free cash flow 43 share capital 276 3.4 Balance sheet and financial security review 45 7.4 Financial instruments not representing share capital 277 3.5 Outlook 2020 49 7.5 Dividends paid by the Company 278 3.6 Financial indicators not defined in IFRS 50 7.6 Shareholders’ Meeting, voting rights 278 3.7 Main changes in IFRS standards 51 7.7 Crossing of thresholds, shares and share sales 280 3.8 Documents available to the public 51 7.8 Share ownership structure of the Company as of December 31, 2019 and significant changes over the past three years 281 4 7.9 Market for the Company’s shares 283 7.10 Factors that might have an impact in the event of a public FINANCIAL STATEMENTS 53 tender offer 283 4.1 Consolidated financial statements and Notes to 7.11 Change of control 285 the consolidated financial statements 54 4.2 Financial statements of Danone SA, the parent company 118 4.3 Information on payment terms granted to suppliers and APPENDIX 287 customers of the parent company, Danone SA 137 Cross-reference tables 288 4.4 Information originating from third parties, expert opinions and declarations of interest 137 DaNOnE GOAlS BY 2030 DANONE A FRENCH CORPORATION (SOCIÉTÉ ANONYME) WITH SHARE CAPITAL OF €171,530,201.50 REGISTERED OFFICE: 17, BOULEVARD HAUSSMANN, 75009 PARIS PARIS TRADE AND COMPANIES REGISTER NUMBER: 552 032 534 2019 UNIVERSAL REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT This Universal Registration Document includes all the items of the Annual Financial Report. This Universal Registration Document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers or AMF) on March 19, 2020, as the competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129. This is a free translation into English for information purposes only. Copies of this Universal Registration Document are available from Danone at: 17, boulevard Haussmann – 75009 Paris, on Danone’s website: www.danone.com and on the website of the Autorité des Marchés Financiers: www.amf-france.org. A PDF version for visually impaired readers is available at www.danone.com. KEY FIGURES “2019 has been a year of strong progress for Danone both in terms of the delivery and the transformation of our Company. The sequential acceleration of our business quarter after quarter is evidence that we are in the right direction on sustainable profitable growth, while navigating multiple headwinds. I am also excited that our 100,000 employees became shareholders at our AGM last year, and that our “One Person. One Voice. One share” program has entered into its second year resulting in 90,000 of our team members voicing their opinions for the Company local and global strategy, and in 26 volunteers having a direct and structured dialogue with non executive Board members. We end this five-year period of our Danone 2020 plan with a recurring EPS cumulative increase of 50%, a financial deleverage one year ahead of our plan, and a business that embraced the food revolution, leading on flexitarian proteins, organic food and regenerative agriculture. Yet we read the last 12 months as a shifting point in civil society, consumer, government, financial institutions attitudes and expectations towards the daunting climate and nature issues we are collectively facing. For Danone, as a company that has adopted One Planet. One Health. as a vision and as a business model, this is a strategic topic. On that front, we are proud that we were able to reach the peak of our full scope carbon emissions last year, literally five years ahead of our 2015 plan, and that our efforts on regenerative agriculture have already resulted in a 9% carbon productivity in our farmers’ fields over the last 2 years. This is critical to ensure the resilience of farms, sinking carbon in the soil, therefore reintroducing organic matter and fertility, and saving costs, pesticides, chemical intrants, and water at a critical climate juncture for agriculture. Yet, we are convinced that there is an urgent and significant opportunity to put climate actions even more at the core of our business model, truly joining people’s fight for climate and nature with the power of our brands. To this effect, we announce a €2 billion climate acceleration plan today, which in the next three years will further transform our agriculture, energy and operations, packaging, and digital capabilities so that we will leverage fully our climate action to generate resilient growth models for our brands. This is backing my confidence in the relevance of our investment plan in the next three years and in both our short term guidance and mid term objectives as we are setting the company on a unique path of deep alignment between its vision and execution. We start this year under the uncertain clouds of the coronavirus. Our priority is on the health and safety of our employees, business partners, customers and the communities in which we operate, hand in hand with the work of authorities. I would like in particular to commend and deeply thank our teams in China for their incredible commitment to their mission serving relentlessly families, parents, babies and elderlies despite the difficult condi- tions. Let me express my support and empathy for the difficulties and challenges they face and my confidence that life will return to normal in China and beyond. ” Emmanuel FABER, Chairman and Chief Executive Officer 2 DANONE UNIVERSAL REGISTRATION DOCUMENT 2019 KEY FIGURES +2.6% (a) +2.6% (a) +8.3% (b) +12.5% (b) €25.3 bn €25.3 bn €3.85 €2.5 bn SALES SALES RECURRING EPS FREE CASH FLOW 2.8x €2.10 AAA (c) -24.8% (d) +8% ONE OF THE REDUCTION IN CARBON NET DEBT / DIVIDEND 6 WORLDWIDE COMPANIES EMISSION INTENSITY EBITDA PER SHARE RANKED “AAA” BY CDP ON DANONE’S FULL SCOPE (a) On a like-for-like basis. (d) Compared to 2015 baseline, based on a constant consolidation scope and (b) On a reported basis. a constant methodology. In line with Danone’s commitment of 50% carbon (c) Scores obtained as part of the CDP Climate Change, CDP Water and equivalent intensity reduction full scope (scopes 1, 2 and 3) by 2030. CDP Forests questionnaires. ESSENTIAL DAIRY SPECIALIZED & PLANT-BASED NUTRITION WATERS (a) (a) (a) Sales €13.2 bn +1.1% €7.6 bn +5.8% €4.6 bn +1.5% Recurring Operating (b) (b) (b) Margin 10.22% +13 bps 25.26% +49 bps 12.98% +219 bps KEYS FINANCIAL FIGURES In millions of euros except if stated otherwise 2018 2019 Reported Change Like-for-like Sales 24,651 25,287 +2.6% +2.6% Recurring operating income (e) 3,562 3,846 +8,0% +7.4% Recurring operating margin (e) 14.45% 15.21% +76 pbs +71 pbs Non-recurring operating income and expenses (821) (609) +212 Operating income 2,741 3,237 +18.1% Operating margin 11.12% 12.80% +168 bps Recurring net income – Group share (e) 2,304 2,516 +9.2% Non-recurring net income – Group share 46 (586) (632) Net income – Group share 2,349 1,929 (17.9%) Recurring EPS (e) (in €) 3.56 3.85 +8.3% EPS (in €) 3.63 2.95 (18.7%) Free cash flow (e) 2,232 2,510 +12.5% Cash flow from operating activities 3,111 3,444 +10.7% (e) Financial indicator not defined in IFRS, see definition in section 3.6 Financial indicators not defined in IFRS.
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