Business
Danone : EUR 500 000 000 - 3.785% - April 2034
Danone : EUR 500 000 000 - 3.785% - April
About this update from Danone Sa
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 19 of the Guidelines published by ESMA on 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended (" MiFID II "); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a " distributor ") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (" COBS "), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" UK MiFIR "); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a " distributor ") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the " UK MiFIR Product Governance Rules ") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (" EEA "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation "). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the " PRIIPs Regulation ") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (" UK "). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" EUWA "); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. PROHIBITION OF SALES TO CONSUMERS IN BELGIUM - Notes issued under the Programme are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, "consumers" ( consument/consommateur ) within the meaning of the Belgian Code of Economic Law ( Wetboek van economisch recht/Code de droit économique ), as amended. Final Terms dated 30 March 2026 Danone Euro 18,000,000,000 Euro Medium Term Note Programme for the issue of Notes Due from one month from the date of original issue SERIES NO: 135 TRANCHE NO: 1 Euro 500,000,000 3.785 per cent. Notes due April 2034 issued by Danone (the " Issuer ") Joint Lead Managers BARCLAYS BNP PARIBAS CITIGROUP J.P. MORGAN NATWEST SANTANDER CORPORATE & INVESTMENT BANKING PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 24 March 2026 which has received approval no. 26-064 from the Autorité des marchés financiers (the " AMF ") on 24 March 2026, which constitutes a base prospectus (the " Base Prospectus ") for the purposes of Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation "). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing on the website of the AMF ( www.amf-france.org ) and of Danone ( www.danone.com ). 1 Issuer: Danone 2 (i) Series Number: 135 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: Not Applicable 3 Specified Currency: Euro (" EUR ") 4 Aggregate Nominal Amount: (i) Series: EUR 500,000,000 (ii) Tranche: EUR 500,000,000 5 Issue Price: 100 per cent. of the Aggregate Nominal Amount 6 Specified Denomination: EUR 100,000 7 (i) Issue Date: 1 April 2026 (ii) Interest Commencement Date: 1 April 2026 8 Maturity Date: 1 April 2034 9 Interest Basis: 3.785 per cent. per annum Fixed Rate (further particulars specified below) 10 Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. Change of Interest Basis: Not Applicable Put/Call Options: Make-Whole Redemption by the Issuer Residual Maturity Call Option Clean-Up Call Option Change of Control Put Option ( further particulars specified below ) 13 Status of the Notes: Unsubordinated 2 Date of Board approval for issuance of Notes obtained: Decision of the Conseil d'administration of Danone dated 19 February 2026 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14 Fixed Rate Note Provisions: Applicable (i) Rate of Interest: 3.785 per cent. per annum payable annually in arrear on each Interest Payment Date (ii) Interest Payment Dates: 1 April in each year commencing on 1 April 2027 and ending on the Maturity Date Fixed Coupon Amount: EUR 3,785 per Note of EUR 100,000 Specified Denomination Broken Amount: Not Applicable Day Count Fraction: Actual/Actual (ICMA) Determination Dates: 1 April in each year Fixed Rate Resettable Note Provisions: (Deeply Subordinated Notes only) Not Applicable Floating Rate Note Provisions: Not Applicable Zero Coupon Note Provisions: (Unsubordinated Notes only) Inflation Linked Notes - Provisions relating to CPI or HICP Linked Interest: (Unsubordinated Notes only) PROVISIONS RELATING TO REDEMPTION Not Applicable Not Applicable 19 Call Option: Not Applicable 20 Make-Whole Redemption Issuer: by the Applicable (i) Notice period: As per the Conditions (ii) Reference Security: 2.200 per cent. Federal Government Bond of the Bundesrepublik Deutschland due 15 February 2034 with ISIN DE000BU2Z023 (iii) Similar Security: Reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. (iv) Redemption Margin: +0.15 per cent. per annum 3