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4.2 FINANCIAL STATEMENTS OF DANONE SA, THE DANONE PARENT COMPANY

Note 2. Highlights of the year

DANONE

REGISTRATION DOCUMENT 2015

149

NOTE 2. HIGHLIGHTS OF THE YEAR

•

Danone received an interimdividend in the amount of €1,464 mil-

lion from one of its holding company subsidiaries for Early Life

Nutrition and Medical Nutrition activities;

•

Danone carried out three euro-denominated bond offerings (see

Note 14 of the Notes to the financial statements of the parent

company Danone);

•

Danone recapitalized one of its subsidiaries for a total amount

of €820 million in order to refinance the acquisition of company

shares in the Fresh Dairy Products business;

•

in order to generate strong, profitable and sustained growth

through 2020, Danone launched its “Danone 2020” plan. 2015

was a preparatory year that enabled the foundations to be laid

for Danone's transformation;

•

the Shareholders' Meeting held in Paris on April 29, 2015 approved

the proposed dividend for 2014 of €1.50 per share and decided

that each shareholder could choose to receive the dividend pay-

ment in cash or in DANONE shares. In the event, 65.95% of the

rights were exercised in favor of a dividend payment in shares.

The total cash dividend paid to shareholders who chose not to

receive the payment in shares totaled €314 million.

NOTE 3. OPERATING INCOME

Operating income comprises mainly the billing of direct and indirect

subsidiaries for services rendered by the Company to those sub-

sidiaries. It totaled €492 million for the year ended December 31,

2015 (€474 million for the year ended December 31, 2014).

Other operating income totaled €42 million (also €42 million in

2014) and comprised mainly the reversal of a provision for risks

and charges relating to hedging of the stock-option and Group per-

formance share plans granted by the Company (See Note 1 of the

Notes to the financial statements of the parent company Danone).

NOTE 4. PERSONNEL COSTS AND COMPENSATION OF THE MEMBERS

OF THE MANAGEMENT BODIES AND THE BOARD OF DIRECTORS

Personnel costs

Personnel costs comprise the gross compensation of the Company's

employees and senior executives and the related social charges as

well as the charges relating to the stock-option plans and Group

performance share plans under which shares are allocated to

certain Danone employees and corporate officers subject to per-

formance conditions.

Personnel costs totaled €257 million in 2015 (€231 million in 2014).

Social charges totaled €76 million (€71 million in 2014).

Company's share of the compensation paid to the members of the Board of Directors

and the Executive Committee

Year ended December 31

(in € millions)

2014

2015

Compensation paid to corporate officers and members

of the Executive Committee

(a)

7

12

Attendance fees paid to non-executive members

of the Board of Directors

(b)

1

1

Total

8

13

(a) Recognized in Personnel costs.

(b) Recognized in Other operating expense.

The Company's other commitments to the management bodies and the Board of Directors

See Note 17 of the Notes to the financial statements of the parent company Danone.