#1Invest for Kids Conference: Danone Investment November 7, 2012 TRIAN PARTNERS © 2012 Trian Fund Management, L.P. All rights reserved.#2Disclosure Statement and Disclaimers General Considerations This presentation is for general informational purposes only, is not complete and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or confirmation thereof (whether on the terms shown herein or otherwise). This presentation should not be construed as legal, tax, investment, financial or other advice. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in this presentation represent the opinions of Trian Fund Management, L.P. ("Trian Partners") and the funds and accounts it manages (collectively, the "Funds"), and are based on publicly available information with respect to Danone (the "Issuer") and the other companies referred to herein. Trian Partners recognizes that there may be confidential information in the possession of the companies discussed in this presentation that could lead such companies to disagree with Trian Partners' conclusions. Certain financial information and data used herein have been derived or obtained from filings made with the Securities and Exchange Commission ("SEC") or other regulatory authorities and from other third party reports. Trian Partners has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. Trian Partners does not endorse third- party estimates or research which are used in this presentation solely for illustrative purposes. No warranty is made that data or information, whether derived or obtained from filings made with the SEC or any other regulatory agency or from any third party, are accurate. Neither Trian Partners nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any third party, SEC or other regulatory filing or third party report. There is no assurance or guarantee with respect to the prices at which any securities of the Issuer will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of the Issuer will not differ, and such differences may be material. This presentation does not recommend the purchase or sale of any security. Trian Partners reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Trian Partners disclaims any obligation to update the data, information or opinions contained in this presentation. Note: Disclosure Statement and Disclaimers are continued on the next page#3Disclosure Statement and Disclaimers (cont'd) Forward-Looking Statements This presentation contains forward-looking statements. All statements contained in this presentation that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate,” “believe,” “expect," "potential," "opportunity," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this presentation that are not historical facts are based on current expectations, speak only as of the date of this presentation and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Trian Partners. Although Trian Partners believes that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of this presentation, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the projected results or forward-looking statements included in this presentation will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in this presentation, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and plans expressed or implied by such projected results and forward- looking statements will be achieved. Trian Partners will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements in this presentation to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events. Not An Offer to Sell or a Solicitation of an Offer to Buy Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. The Funds currently have an economic interest in shares of the Issuer. These funds are in the business of trading -- buying and selling securities. It is possible that there will be developments in the future that cause one or more of such funds from time to time to sell all or a portion of their holdings in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares. Consequently, Trian Partners' economic interest in the Issuer's shares may vary over time depending on various factors, with or without regard to Trian Partners' views of the Issuer's business, prospects or valuation (including the market price of the Issuer's common stock), including without limitation, other investment opportunities available to Trian Partners, concentration of positions in the portfolios managed by Trian Fund Management, L.P., conditions in the securities markets and general economic and industry conditions. Trian Partners also reserves the right to change its intentions with respect to its investments in the Issuer and take any actions with respect to investments in the Issuer as it may deem appropriate, including, but not limited to, communicating with management of the Issuer, the board of directors of the Issuer, other investors and stockholders, stakeholders, industry participants and/or other interested or relevant parties about the Issuer, or conducting a proxy solicitation with respect to the election of persons to the board of directors of the Issuer. Concerning Intellectual Property All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners, and Trian's use hereof does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names.#4Where Can You Find Attractive Risk-Reward? Current Macro Concerns United States -S&P approaching five-year highs -High unemployment persists -Slow GDP growth -Fiscal cliff -Europe -Euro in doubt -Social unrest ■ China -Change of political leadership -Economic slowdown I Middle-East -Geopolitical risks (Syria, Iran) Food Company Strengths -Irreplaceable brands. ▪ Resilient cash flow ▪High dividends -Liquidity ▪ Ability to work income statement, optimize balance sheet Trian Credibility and Expertise ▪Trian has played a role in transforming several large cap food companies over the past six years... - 3- Heinz DR PEPPER SNAPPLE INC. Cadbury kraft foods In the face of numerous macro concerns, food companies offer attractive risk- reward at current levels GROUP,#5Long Investment Idea: Danone DANONE Share Price: €48 Market Cap: €29bn Enterprise Value: €36bn Dividend Yield: 3% ▪ Trian holds an approximate 1% economic interest in Danone ("Danone" or the "Company") ■ 21st Century Portfolio - Yogurt: 46% of EBIT - Baby/Medical Nutrition: 37% of EBIT - Bottled Water: 17% of EBIT ■ 52% of Sales in Emerging Markets - Among the highest exposures within consumer staples - Margins at or above those in developed markets ▪ Attractive valuation - 7% free cash flow yield, 14.8x P/E; 9.3x EV/ EBITDA (2013E) - Trading in-line with slower-growth, structurally challenged US peers ▪ Trian believes Danone's implied target value per share could be approximately €78 by year-end 2014 (¹) (current: €48) We believe the market is offering investors a world-class business for relatively low multiples of earnings and cash flow Source: Company filings. Note: Market data as of November 2, 2012. EBIT contribution represents first-half 2012 trading operating profit results. Balance sheet data used for calculation of market cap and enterprise value as of June 30, 2012. - 4 - (1) Includes dividends received over ~2-year holding period.#6Why Is It Cheap: The Bear Case The Bears' Concerns ■ European exposure - Spain & Italy are ~10% of sales and higher percentage of EBIT - "Contagion" risk - other countries vulnerable (France, UK, etc.) Yogurt is high percentage of sales - Increasing private label competition - Innovation cycle slowing? Organic growth is slowing - 2012 expected to be at low-end of 5-7% range - 2013 guidance may again be at low end given Spain / Italy weakness Source: Company filings, Street research. (1) Nestle emerging markets as percentage of sales as of December 31, 2011 per Annual Report. Trian View ▪Solid geographic profile - Approximately 10% higher Emerging Market exposure than Nestle (52% vs. 40%)(1) -5- - Slower EBITDA growth in 2012/2013 priced into the market (including potential near-term pressure on earnings estimates) - France, Germany, UK better consumer environments & more balanced product mix - Fundamentally sound category - Danone has leading position (23% global market share) - Yogurt still compelling growth category; huge per capita consumption opportunity in many large geographies (e.g. US) - Private label trends should moderate as economy recovers Though there are valid concerns in the near term, we believe buying Danone at 1.5- 2.0x P/E and -33% FCF discount to European food peers more than compensates ▪ Organic growth is still strong - Even under duress, Q3 2012 organic growth was 5% (vol +2%, price/mix: +3%) - Intrinsically strong categories#7Share Price Performance 72% Unilever 20% Nestle 5-Year Total Shareholder Return 61% Gen. Mills 56% Colgate 19% 19% 49% 47% Heinz Kraft Colgate Dr Pepper Kraft 18% 15% Unilever Coke 40% 14% PepsiCo 30% Nestle 1-Year Total Shareholder Return Coke 16% 15% P&G P&G Kellogg 12% 12% 12% 10% 12% Heinz Campbell Campbell PepsiCo 7% 9% Gen. Mills 0% Danone -3% -3% Kellogg Danone 71% Dr Pepper 16% 3-Year Total Shareholder Return Kraft Colgate 64% Nestle 60% 13% Heinz Coke 52% 12% Kraft Colgate 44% 43% 11% Dr Pepper Unilever YTD Total Shareholder Return 10% 37% 33% 31% Nestle Gen. Mills Unilever Heinz Campbell 9% 9% 9% P&G Dan one Coke 26% 25% 23% 111 P&G 7% 7% PepsiCo Campbell PepsiCo 6% 11 Kellogg Kellogg 2% 12% Gen. Mills 0% Danone Source: Capital IQ as of Oct 31, 2012. Note: Total returns include dividends. Unilever's total shareholder return represents total return of PLC shares. Dr Pepper excluded from 5-year total shareholder return due to lack of trading history. 6-#8Exciting 21st Century Portfolio ▪ One of the best positioned food companies for increasingly health-conscious consumers Natural beneficiary of long-term health issues: obesity, diabetes, malnutrition, heart disease and access to clean water Fresh Dairy ACTIVIA DANNON ACTIVIA SOSYS RILIARS Daneffe Daneffe Sveer vanille DANNON Strawberry Light &Fit nie Daneffe Shape delights 0% Cherry DANONE Stonyfield .0 OIKOS Organic ORGANIC GREEK VOCURT PLAIN IF 05 Danonino Actimel Source: Investor presentation. Note: Danone owns approximately 85% of Stonyfield. DANONE AQUA Volvic Water Ser te present su svo lanzamient Ser SIN GAS Ma DISFRUZSIN LONDE EL PLACER QUE TE HACE BIEN BONAFOND -7- Ser evian BADOIT ZYWIEC ZDROJ Zdrojek 6x0,351 Zywiec Zdroj Infant / Baby Nutrition milupa Aptamil With our unique blend COS/FOS prebiotics Follow On milk To complement weaning Cow& Gate 3 creamy carrot & potato 125g infant neocate DOUX blédina Blédilait Croissance ces GRAS UNIRIS n PEARINES Vitafer X Croissance NUTRICIA Fortisip Compact Compact 24 kam Sy Santially compute Strawberry flavour Infatrini 100 ml 2 6-12771 NUTRICIA Infatrini 多美滋 Dumex ON IN Promotes catch up growth 优阶贝护 Perhuta 118119 强化营养#9Exposure to Attractive, High-Growth Categories Dairy (Yogurt) Danone almost 4x sales of nearest competitor - Brands that travel: Activia -€3b in sales globally - US fresh dairy per capita consumption 14lbs per year vs. approximately 30lbs in UK and 70-80lbs in France and Germany. - Milk Formula Vegetable/Fruit Juices Yogurt Bottled Water Biscuits Cheese Snacks Baby Food Ice Cream Chocolate Carbonates Pet Food Baked Goods Ready Meals 3.4% T ▪ Water - 4% Top 3 player but #1 in premium brands Danone: #1 positions in Mexico, Indonesia and among largest in China Estimated Global Annualized Category Growth Rate, 2011-2020 Consumption in emerging markets like China and Brazil ~70-80% below developed markets 4.5% 5.2% 5.1% 4.8% 6.7% 6.5% 6.3% 6.0% 5.8% 5.8% 8.7% 8% 8.5% ▪ Infant Nutrition -75% of sales in Emerging Markets Top 5 companies control. over 60% of global formula market 9% Minimal private label threat Leveraged to increasing number of births and growing global middle class 3% 5% 6% 7% Source: Euromonitor, Street research, Investor Presentations, Pfizer Nutrition Acquisition presentation. Note: Displaying all categories applicable to Danone plus those additional categories that represent 3% or more of total global packaged food & drink sales. - 8 - 12.1% Danone Category Danone is a leader in several of the fastest growing categories within global packaged food 10% 11% 12% 13%#10Strong Emerging Market Presence ■ In the US, companies with relatively higher Emerging Market exposure have delivered differentiated top-line growth and receive premium valuations (e.g. Heinz, Mondelez) ▪ Danone has greater Emerging Market exposure at 52% than most of its peers and is growing at similar or better rates in these markets % Emerging Market Exposure Mead Johnson Unilever Danone Mondelez Nestle Heinz Kellogg Hershey General Mills Con Agra Campbell 3% Kraft Foods 0% 9% 6% 14% 11% 21% 44% 40% 54% 52% 66% Emerging Market Share of Future Growth Over the Next Decade 70% 94% Share of Population Growth Emerging Markets 72% Share of Consumption Growth 0% 10% 20% 30% 40% 50% 60% Source: Danone and Unilever investor presentations, SEC filings, Annual Reports, conference call transcripts. Note: Danone emerging market exposure as of June 30, 2012. Kellogg emerging markets pro forma for Pringles acquisition. Estimates 6% for ConAgra: foreign net sales were 12% of total in FY 12, and assumes 50% of foreign sales were to emerging market economies. 9 - Developed Markets#11Health-Focused Portfolio Large-cap food companies covet health & wellness businesses Nestle acquisition of Pfizer Infant Nutrition for 19.8x EBITDA October 2012 Whitewave IPO (organic milk): trading -24x 2013 EPS Developed market grocers (Whole Foods / Fresh Market) north of ~30x forward EPS ■ ▪ While some peers are moving to nutritionally-focused portfolios, Danone is already there... Example 1: Nestle "In the last [few] years, we have really been aligning the whole company very strongly behind our agenda, which is nutrition, health and wellness... -Paul Bulcke, CEO, Sept 2012 Nestle's Less Healthy Brands... Chocolate Ice Cream Frozen Butterfinger Dreyers DIGIORNO CRUNCH Xtreme KitKat Cailler Häagen-Dazs KE CREAM Nestle 99 HOT POCKETS Stouffers TOMBSTONE Source: Investor presentations, conference call transcripts. Example 2: PepsiCo "Big trend, health and wellness this is no longer a trend or a fad. This is here to stay. Profound changes are underway... " -Indra Nooyi, CEO, Feb 2011 Pepsi's Less Healthy Brands... Salty Snacks CSD PEPSI Mountary - 10- Doritos Nacho Cheese Lay's Classic Danone: Health-Focused FRESH DAIRY PRODUCTS Developing a well being category worldwide ACTIVIA BABY NUTRITION Supporting growing children Every step of the way AD Aptamil WATERS Hydratation and elimination Bring health through food to the largest number of people evian MEDICAL NUTRITION Nutritional support for persons in fragile health Fortima neocate#12Attractive Valuation Despite (a) health focus, (b) structurally attractive categories and (c) top-tier emerging markets exposure, Danone trades in-line with slower-growing US peers like Campbell and General Mills 2013E P/E ■ Historically Danone traded at a premium to Nestle; now trades at approximately 1.5x discount on 2013 P/E and much wider discount on free cash flow yield (1) 19.0x 18.0x 17.0x 16.0x 15.0x 14.0x 13.0x 2.0% Relationship Between Long-Term Organic Sales Growth Targets and 2013E P/E Correlation (ex-Danone): 88% g General Mills Kellogg's Heinz ConAgra Campbells 3.0% DANONE 10-Yr Avg.(2) 4.0% Nestle HERSHEY'S 5.0% Mondelez, 6.0% Management Long-Term Organic Sales Growth Target DANONE Today Meadjohnson 7.0% 8.0% Despite near-term headwinds, we would expect Danone to trade back to historic levels and believe it should trade at a premium given its portfolio mix and emerging market exposure Source: Company filings and presentations. Note: Graph reflects mid-point of target organic sales growth where applicable. Mead Johnson uses 2012 estimated growth rate per CAGNY presentation in Feb 2012. Danone's medium term organic sales growth is 5+%, which we have assumed to be 5.5% for this analysis. Danone's average organic growth for the years 2009-2011 was 6.0%. General Mills long-term growth of "low single digits," which we have assumed to be as 2.5% for this analysis. Heinz uses outlook for next three to five years per May 2012 Analyst Meeting. Excludes Kraft Foods Group and Unilever due to limited growth rate disclosure. (1) There is no assurance that Danone and Nestle were or are of comparable value. (2) Average of weekly NTM P/E ratios over the period from January 3, 2003 through November 2, 2012. - 11 -#13Trading Near Trough Multiples ▪ Danone is currently trading at close to trough multiples for the period 2003-2012 (excluding trading multiples from early 2009) ▪ With approximately 7% free cash flow yield and 3% dividend yield, investors could receive a reasonable return even without considering the value of future growth 26.0x 24.0x 22.0x 20.0x 18.0x 16.0x 14.0x 12.0x turny 2004 Historical Forward P/E 2003 2006 2007 2008 2009 Source: Capital IQ. Note: Forward P/E is defined as the current price divided by next twelve months (NTM) consensus earnings per share (EPS). Through November 2, 2012. 10-Year average reflects average of weekly NTM P/E ratios over the period from January 3, 2003 through November 2, 2012. - 12 - 2005 10-Year Average: 18.7x 2010 2011 2012#14Highly Cash-Generative Negative sentiment has driven Danone's free cash flow yield to 7%, in-line with the free cash flow yield that companies comprising the U.S. Packaged Food Index traded at in March 2009 when U.S. sentiment hit bottom ■ ▪ That would have been a good time to buy, as the U.S. Packaged Food Index has increased 111% since March 2009, and free cash flow yields have normalized to approximately 5.5% Free Cash Flow (FCF) €984 €1,183 CAGR: 15% €1,427 €1,713 €1,874 €2,000 2007 2008 2009 2010 2011 2012E 2012E Free Cash Yield Approximately 50-60% potential upside assuming Danone trades at same FCF yield as Unilever and Nestle 4.3% Nestlē - 13 - Source: Company filings, Bloomberg. Note: Free Cash Flow is defined as operating cash flow less capital expenditures net of tangible asset disposals, plus M&A fees. 4.5% Unilever 6.9% DANONE#15Danone: A Compelling Value Trian believes Danone is significantly undervalued with significant potential upside over the long term ■ ▪ In our view, management has, on the whole, run Danone well and takes pride in performance CEO Franck Riboud, since taking over in 1996, has transformed Danone from an unfocused company to having one of the best positioned portfolios in the large-cap food space ▪ While there are cultural and corporate governance differences in France versus the US or UK, we believe there are opportunities to improve performance that can drive increased shareholder value - Continue to push for leaner cost structure to offset headwinds in Europe and allow for core investments in R&D and marketing (unlike slower-growth peers watching every dollar spent, Danone has been able to rely more on top-line) Adopt balanced approach to driving value (both sales AND EPS growth) Refrain from dilutive M&A ▪ We look forward to engaging management in a constructive dialogue Source: Company website. - 14 -#16Illustrative Returns Summary Income Statement and Implied Returns (€ in millions, except per share amounts) Sales Adjusted EBIT % - Margin %-Margin Improvement Net Income + Shares Outstanding Adjusted EPS x Forward P/E Multiple Implied 2014 Share Price (+) Dividends Received, 2013-2014 Implied Total Value Received (¹) Current Share Price Implied Total Return '12 - 15E 2012E 2015E CAGR €20,773 €25,000 6% €2,935 €3,782 14.1% 15.1% 1.0% €1,814 600 €3.02 €2,396 545 €4.39 17.0x €74.69 3.05 €77.74 48.13 62% 9% 10% -3% 13% Source: Company filings, Trian estimates. Note: See "Disclosure Statement and Disclaimers". The estimates, projections, pro forma information and potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of the Issuer will not differ, and such differences may be material. Current share price as of November 2, 2012. Figures are adjusted. (1) Includes dividends received over approximately 2.2-year holding period and is assumes year-end 2014 exit. (2) Average of weekly NTM P/E ratios over the period from January 3, 2003 through November 2, 2012. - 15- Current Share Price: Implied Target Value (¹): % Potential Upside: ■ €48 €78 +62% Major Assumptions Top-line consistent with consensus estimates and recent trends ▪ 2015E EBIT margin in-line with historical performance and below margins of 15.3% seen in 2009 and 2010 Assumes company finds savings and efficiencies to offset recent headwinds ▪ Assumes discretionary free cash flow (post-dividend) used to repurchase stock a ▪ Assumes 17x forward P/E, slight premium to Nestle (16.3x), but lower than 10-year average P/E of 18.7x (²)