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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 13. DANONE shares, dividend, earnings per share

DANONE

REGISTRATION DOCUMENT 2015

134

2015 changes involving DANONE call options, in terms of transactions

Changes during the period

(number of shares,

except percentage)

As of

December 31, 2014

Acquisitions

Expired options

Exercises

As of

December 31, 2015

DANONE call options held

by the Company

Number of call options

998,621

−

−

(622,885)

375,736

Percentage of the Company's

share capital as of December 31

0.2%

0.1%

Note 13.3 Outstanding DANONE shares

2014

2015

(number of shares)

Notes

Share capital

Treasury

shares Outstanding Share capital

Treasury

shares Outstanding

As of January 1

631,028,000 (44,608, 414) 586,419,586 643,792,000 (43,713,300) 600,078,700

Dividend in shares

13.5 11,932,014

− 11,932,014 10,321,148

− 10,321,148

Other capital increases

7.5

831,986

−

831,986

838,052

−

838,052

Change in DANONE treasury

shares and call options

13.2

−

895,114

895,114

− 3,987,125 3,987,125

As of December 31

643,792,000 (43,713,300) 600,078,700 654,951,200 (39,726,175)

615,225,025

Note 13.4. Earnings per share – Group share

Accounting principles

Earnings per share correspond to the ratio of Net income – Group

share divided by the Number of shares. The Number of shares

corresponds to the average number of outstanding shares during

the year, after deducting the treasury shares held by the Company

and its fully-consolidated subsidiaries.

Earnings per share after dilution (or diluted earnings per share)

correspond to the ratio of Net income – Group share divided by the

Diluted number of shares. The Diluted number of shares corres-

ponds to the Number of shares increased by the net impact, when

it is positive, of the following two elements:

•

the increase in the weighted average number of shares that

would result from:

• the exercise of stock-options, taking into account only those

options in the money on the basis of the average price during

the reference period,

• the acquisition of Group performance shares, taking into

account only those shares whose performance conditions

are met as of the closing date,

•

the reduction in the number of shares that could theoretically

be acquired.

In accordance with the treasury stock method specified by IAS 33,

Earnings per Share

.

Diluted earnings per share do not take into account DANONE call

options held by the Company.