AN INNOVATIVE APPROACH TO CARBON OFFSETTING AND SUSTAINABLE DEVELOPMENT.

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1 LIVELIHOODS FUND

2 AN INNOVATIVE APPROACH TO CARBON OFFSETTING AND SUSTAINABLE DEVELOPMENT. SINCE FOUNDING ITS FUND FOR NATURE IN 2008, DANONE HAS BEEN EXPERIMENTING WITH NEW APPROACHES TO THE CARBON ECONOMY, BY SUPPORTING PILOT PROJECTS TO RESTORE BIODIVERSITY, CAPTURE CARBON AND FIGHT POVERTY. DANONE IS NOW LOOKING TO BRING OTHER PARTNERS ON BOARD, TO CREATE THE LIVELIHOODS FUND.

3 WHY LIVELIHOODS?

4 WHY LIVELIHOODS? THE VALUE OF CARBON A DEVELOPING CARBON MARKET. The carbon offsetting markets introduced by the Kyoto Protocol have developed and diversified significantly in the last few years, but investments are most heavily focused on energy-related projects. CARBON = COST AND/OR VALUE FOR ECONOMY REDUCTION AND OFFSETTING. As a complement to their targets for reducing the greenhouse gas emissions generated by their activities, increasing numbers of businesses are developing offsetting actions, either as part of their obligations (quotas), or on a voluntary basis. 2 solutions for carbon offsetting Purchasing carbon credits = action with no benefit for corporate image, may even be counter-productive from point of view of public opinion. Launching small-scale sustainable development projects = complex to implement, high carbon offsetting cost, small image benefits.

5 WHY LIVELIHOODS? A DEVELOPMENT OPPORTUNITY Rural communities in non-industrialized nations are rarely able to access carbon financing on their own. Businesses undertake to purchase carbon credits once they have been generated. However, local organizations need investors to provide upstream funding for programmes before carbon credits are actually obtained. AN OPPORTUNITY FOR POOR RURAL COMMUNITIES TO ACCES CARBON FINANCING. Mechanisms such as the CDM (Clean Development Mechanism) or VCS (Voluntary Carbon Standard) help to finance large-scale projects for rural communities, such as small-scale rural energy (home improvements, biomethanizers), farming and agroforestry, restoring degraded ecosystems (agro-pastoral soils, mangroves, etc.). BENEFICIAL INVESTMENT IN DEVELOPING ECONOMIES Businesses are looking to invest in projects with direct and measurable social and/or environmental benefits, or which yield carbon credits that can then be traded on the obligatory or voluntary markets.

6 WHY LIVELIHOODS? A PIONEERING APPROACH The Livelihoods Fund is the leading carbon offsetting fund dedicated to food security and small rural communities in Africa, Asia and Latin America. THE VALUE OF EXPERIENCE Since creating its Fund for Nature in 2008, Danone has been experimenting with new approaches to the carbon economy, by supporting a range of pilot initiatives revolving around efforts to promote carbon capture and storage, restore biodiversity and fight poverty. LIVELIHOODS: AN INNOVATIVE WAY TO COMBINE FORCES Danone is inviting various partner-investors to join forces to implement major projects, by providing the long-term investment needed to scale-up successful pilot projects.

7 LIVELIHOODS AT A GLANCE

8 LIVELIHOODS AT A GLANCE LIVELIHOODS FUND A PIONEERING CARBON ASSET INVESTMENT FUND. A INSTRUMENT FOR PROMOTING PROJECTS WITH SIGNIFICANT SOCIAL AND ENVIRONMENTAL BENEFITS FOR POOR RURAL COMMUNITIES. AN INVESTMENT PROVIDING PARTNER-INVESTORS WITH CERTIFIED CARBON CREDITS AND WITH HIGH SOCIAL AND ENVIRONMENTAL ADDED VALUE. WHAT TYPE OF INVESTMENT IS INVOLVED? The Fund invests primarily in efforts to restore or preserve natural ecosystems, agroforestry and soil restoration, through sustainable farming practices and rural energy projects that help to avoid deforestation. All the projects supported are directly linked to ecosystems, resources for rural communities, food security and the fight against poverty. > SEE OUR TERM SHEET (PDF ATTACHED)

9 LIVELIHOODS AT A GLANCE BUSINESS MODEL

10 LIVELIHOODS AT A GLANCE ORGANISATION LIVELIHOODS FUND: THE PRODUCER LIVELIHOODS VENTURE: THE DIRECTOR LIVELIHOODS NETWORK: THE ACTOR

11 LIVELIHOODS AT A GLANCE GOVERNANCE Danone, which initiated the approach, intends to play a driving role in the development of the LIVELIHOODS FUND. The Group is keen to make a substantial investment, but will retain only a minority stake in the Fund and a minority seat on its governance bodies. Investor partners are involved in the running of the Fund, and the overall direction and functioning of projects. LIVELIHOODS VENTURE selects projects with a real social and environmental impact. Livelihoods Venture relies on a network of the best skills for selecting and supervising these projects, registering carbon projects and controlling costs. To support the Fund's development and ensure project's are properly developed and provide the requisite level of quality, LIVELIHOODS NETWORK will also be created: a network of field organizations and NGOs, experts and support institutions. Investor partners in the Fund make a commitment to the directions and values of Livelihoods, as they are defined in the LIVELIHOODS CHARTER (SEE PDF ATTACHED).

12 LIVELIHOODS AT A GLANCE ROI Each investor partner receives carbon credits corresponding to the amount of their investment, in the form of carbon credits certified to the best standards, i.e. CDM, VCS or Gold Standard. Investor partners in Livelihoods therefore gain carbon credits and image value: unlike philanthropic donations, which finance small-scale projects, carbon credit projects represent a genuine investment that generates a return in the form of tradable credits. CREDITS WITH HIGH SOCIAL AND ENVIRONMENTAL INTENSITY Livelihoods provides carbon credits that are certified "high social and environmental intensity": before becoming "carbon credits", these are community projects, powerful human stories with a measurable impact on ecosystems, food security and income levels for rural communities. Experience has shown that the public and media are highly interested in these clear, concrete results, carried by high value local players. Each investor partner may, if they desire, sponsor the project of their choosing and capitalize upon its image and communication possibilities for their staff.

13 WHAT ARE BENEFITS FOR INVESTOR PARTNERS?

14 WHAT ARE THE BENEFITS FOR INVESTOR PARTNERS? THE ADVANTAGES OF POOLED FUND Investment in image pooling: as soon as the Fund starts up, investor partners can communicate on all the projects financed by the Fund and take advantage of its networks. Resources pooling: three professional and structured Livelihoods entities, all working for their investment. Livelihoods provides its investors with the means to limit their risk exposure in a long term investment: - by coming together in a single structure, managed by trusted partners, working on a range of different projects. - by offering a carbon credit production cost that is market competitive and realistic.

15 WHAT ARE THE BENEFITS FOR INVESTOR PARTNERS? VALUE CREATION INVESTMENT 5M = 1MTCO2 The Livelihoods Fund's business model is based on a prudent hypothesis, assuming carbon credits generated at 5.5 euros per tonne. An investment of 5 million euros in the Livelihoods Fund would therefore provide a partner company with 1 MT of carbon credits. IMAGE VALUE AND PROFILE All the projects supported by Livelihoods are large-scale projects with high visibility. Danone will transfer to the Fund all those projects already launched since 2008, along with the queue of 14 projects currently under evaluation. LEARNING VALUE With Livelihoods, investor partners are signing up to an innovative approach. They can leverage the projects undertaken by Livelihoods to transform their business. Their teams can join in with the projects developed locally and share their knowledge and experience with the people working on them. APPROPRIABLE PROJECTS Investor partners who so wish may be granted exclusivity over one or more programmes from the catalogue of projects put together by Livelihoods Venture.

16 LIVELIHOODS: THE PROJECTS

17 LIVELIHOODS: THE PROJECTS SUCCESSFUL TRIALS FOR AN INNOVATIVE APPROACH TO CARBON OFFSETTING Since creating its Fund for Nature in 2008, Danone has been experimenting with new approaches to the carbon economy. 1 PROJECT LAUNCHED IN 2009 Senegal (Casamance) : planting 100 million mangrove trees has restored 6,000 ha of mangroves*. The work involved 400 villages. The aim: to store 540,000 TCO2. 3 MORE PROJECTS LAUNCHED IN 2010 India (Araku): Major fruit agroforestry project combining food security and additional income. 750 ha of plants in 2010, 6,000 ha in 3 years. The aim: to store 760,000 TCO2. India (Sundarbans): Restoring mangroves as a natural barrier protecting villages and crops against cyclones. 1,000 ha of plants in 2010, 6,000 ha in 3 years. The aim: to store 900,000 TCO2. Democratic Republic of Congo: agroforestry project combining production of manioc, acacia-based charcoal to avoid deforestation and improve food security. 2,400 ha in 3 years. The aim: to store 540,000 TCO2. 14 PROJECTS CURRENTLY UNDER ASSESSMENT Sustainable energy, Ecosystems and mangroves, Agroforestry in Africa, Latin America and Asia *Mangroves are the most productive ecosystem source of biomass on the planet. They play a crucial role for rural communities: offering protection against cyclones, erosion or storms, acting as breeding grounds for fish and other animal and plant species, and providing food and wood.

18 LIVELIHOODS: THE PROJECTS Danone is looking to join forces with other companies to create the Livelihoods Fund, worth 30 million euros, to finance projects in Africa, Asia and Latin America. PROJECT TYPE : Natural ecosystems and mangroves Farming and agroforestry Small-scale sustainable energy LIVELIHOODS INVESTS IN PROJECTS WICH ARE: 1. Successfully trialled on a small-scale. 2. Ready to be scaled-up. 3. Managed by local organizations chosen for their ability to successful run the kind of project concerned. 4. Able to generate volumes of carbon at a competitive cost per TCO2. > SEE THE LIVELIHOODS FUND DOCUMENT (PDF ATTACHED)

19 LIVELIHOODS: THE PROJECTS The carbon projects require specific skills and capabilities, in order to select the right programmes and the right local partners, and to handle carbon credit registration procedures. SELECTION AND DEVELOPMENT To support the Fund's development and ensure the projects supported are properly scaled-up and offer the right level of quality, the specialist team at LIVELIHOODS VENTURE, surrounded by a network of top-level international experts: identifies and selects the best projects eligible for carbon compensation mechanisms, carries out financial, ecological and social due diligence for projects, provides supervision, controls costs and handles procedures to obtain carbon credits for investor partners.

20 KEY ASPECTS OF THE LIVELIHOODS FUND SIZE LEGAL FORM From 30m to 50m (first closing of 20m) Luxembourg specialized investment fund (SICAV-SIF) SPONSOR Danone with 10m INVESTMENT TARGET INVESTMENT ADVISOR MINIMUM SUBSCRIPTION 1m START DATE Mid 2011 END OF SUBSCRIPTION PERIOD Dec 2012 FUND LENGTH INVESTMENT PERIOD INVESTOR REVENUE High potential project to sequester carbon, improving food security and living standards for local communities Livelihoods-Venture 23 years, with an option on the Sponsor to exit the Fund after 10 years 4 years Carbon certificates (each of 1 ton), for carbon neutrality purposes or for resale in the market VOLUME OF CARBON CREDIT GENERATED INVESTMENT ADVISOR FEES 6m to 10m of carbon certificates (each of 1 ton) 3,5% during investment period; 1,8% for the 6 following years

21 AVEC LIVELIHOODS WE CAN COMBINE OUR RESOURCES, OUR EXPERTISE AND OUR TALENTS WE CAN DEVELOP NEW APPROACHES TO CARBON OFFSETTING AND DEVELOPMENT WE CAN DEVISE NEW MODELS FOR THE FUTURE. Livelihoods Contacts: Danone / Sustainable Development Department 17 boulevard Haussmann / F Paris Tel. : +33 (0) Bernard Giraud, Director of Sustainable Development and Social Responsibility Jean-Pierre Rennaud, Director of the Danone Fund for Nature. Documentation : Photo credits: Hellio-Vaningen / Photographes pour la planète