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DANONE

REGISTRATION DOCUMENT 2015

Corporate Governance

6.3 Compensation and benefits of corporate officers and governance bodies

280

Year of grant

2012

2013

2014

2015

Date of Board of Directors' meeting

granting the Group performance

units

7/26/2012

7/26/2013

7/24/2014

7/23/2015

Of which granted to

Franck RIBOUD

Number of Group performance units

27,250

27,250

25,000

−

Maximum value of Group performance

units granted during the year

(a)

817,500

545,000

675,000

−

Amount paid

(b)

463,250

0

N/A

N/A

Emmanuel FABER

Number of Group performance units

20,625

20,625

18,000

20,000

Maximum value of Group performance

units granted during the year

(a)

618,750

412,500

486,000

580,000

Amount paid

(b)

350,625

0

N/A

N/A

Group performance unit characteristics

Year paid

2015

2016

2017

2018

Performance conditions

(a)

Objectives set for each

of the 2012, 2013 and

2014 fiscal years

Objectives set for each

of the 2013, 2014 and

2015 fiscal years

Objectives set for each

of the 2014, 2015 and

2016 fiscal years

Objectives set for each

of the 2015, 2016 and

2017 fiscal years

Review to determine whether

performance conditions have been

achieved

•

Achievement of

objectives for fiscal

year 2012

(c)

;

•

Objectives for

fiscal year 2013 not

achieved

(c)

;

•

Partial achievement

of objectives for fiscal

year 2014 at a rate of

€7

(c)

.

•

Objectives for

fiscal year 2013 not

achieved

(c)

;

•

Partial achievement

of objectives for fiscal

years 2014 and 2015

at a rate of €7 and €9,

respectively

(c)

;

•

Partial achievement

of objectives for fiscal

years 2014 and 2015

at a rate of €7 and €9,

respectively

(c)

;

•

A review will be

conducted in 2017 to

determine whether

the 2016 objectives

were achieved.

•

Partial achievement

of objectives for fiscal

year 2015 at a rate

of €9

(c)

;

•

A review will be

conducted in 2017 and

2018 to determine

whether the 2016 and

2017 objectives were

achieved.

Unit value of Group performance

units

€17 (since the 2013

objectives were not

achieved and the

2014 objectives were

partially achieved)

€0, since no objectives

were 100% achieved in

2013, 2014 and 2015

Maximum €26 (since

the 2014 and 2015

objectives were

partially achieved)

Maximum €29 (since

the 2015 objective was

partially achieved)

(a) See details of these objectives above.

(b) Value determined considering the effective achievement of the objectives.

(c) See details of possible achievement of these objectives above.

As a reminder, the maximum theoretical values are always €30 per GPU at the time of the grant.

The performance conditions are presented in section

Group performance units annual objectives

above.

Amounts paid to the corporate officers in respect of Group performance units

Year ended December 31

(in €)

2014

(a)

2015

(b)

Franck RIBOUD

1,000,000

463,250

Emmanuel FABER

560,000

350,625

(a) Amounts paid in respect of Group performance units granted in 2011 given the achievement of performance conditions in 2011 and 2012 and the non-achieve-

ment of performance conditions for 2013 (see details above).

(b) Amounts paid in respect of Group performance units granted in 2012 given the achievement of performance conditions in 2012 and 2014 and the non-achieve-

ment of the performance condition for 2013 (see details above).

Details of Group performance shares granted to the corporate officers

Grant during the year and history of Group performance share grants to the corporate officers

Group performance shares granted to the corporate officers (information required by the French Financial Markets Authority

recommendation related to disclosures in registration documents on the compensation of corporate officers – Tables 6, 7 and 10 of the

French Financial Markets Authority nomenclature)

It should be noted that, as part of the overall assessment of the Chairman of the Board's compensation, the Board of Directors decided

that no Group performance shares will be granted to him in 2016, as in 2015.