DANONE - Registration document 2015

Combined Shareholders' Meeting of April 28, 2016

8.2 Draft resolutions presented at the Shareholders' Meeting

DANONE

REGISTRATION DOCUMENT 2015

328

transaction relating to the share capital, the price indicated

above will be adjusted by a multiplying factor equal to the ratio

between the number of shares comprising the share capital

before the transaction and the number of shares comprising

the share capital after the transaction.

Acknowledges that the maximum number of shares that may be

purchased under this authorization may not, at any time, exceed

10% of the total number of shares comprising the share capital

(

i.e.

, on an indicative basis, 65,495,120 shares as of December 31,

2015, without taking into account the shares already held by the

Company, representing a maximum theoretical purchase amount

(excluding acquisition costs) of €4,912,134,000), it being specified

that (i) this limit applies to an amount of the Company's capital

that will be, if necessary, adjusted to take into account the tran-

sactions affecting the share capital following this Meeting and (ii)

in accordance with Article L.225-209 of the French commercial

code, when shares are repurchased to enhance liquidity under

the conditions set out in the general regulations of the French

Financial Markets Authority, the number of shares taken into

account for the calculation of the above-mentioned 10% limit

corresponds to the number of shares purchased, minus the

number of shares resold during the authorization. The acquisi-

tions made by the Company may not under any circumstances

result in the Company holding more than 10% of its share capital,

either directly or indirectly through subsidiaries.

Furthermore, the number of shares acquired by the Company

to be retained and later delivered for payment or exchange in

the context of an external growth transactions may not exceed

5% of its share capital.

Delegates full powers to the Board of Directors with the ability to

sub-delegate in accordance with the conditions set out by law, to:

•

place all orders on any market or carry out any transaction

over the counter;

•

enter into any agreements for, among other purposes, the

maintenance of the shares purchase and sale registries;

•

allocate or re-allocate the shares acquired to the various

objectives under the applicable legal and regulatory conditions;

•

prepare all documents, file all declarations, issue all statements

and carry out all formalities with the French Financial Markets

Authority or any other authority regarding the transactions

carried out pursuant to this resolution;

•

define the terms and conditions under which, where appli-

cable, the rights of holders of securities giving access to the

Company's share capital will be preserved in accordance

with regulatory provisions; and

•

carry out all other formalities and, generally, take any nec-

essary measures.

The Board of Directors will inform the Shareholders' Meeting of the

transactions carried out pursuant to this resolution.

This authorization is granted for an 18-month period as from the

date of this Meeting and supersedes with effect from this day the

authorization granted by the Shareholders' Meeting of April 29, 2015

in its 19

resolution.

Resolutions within the authority of the Extraordinary Shareholders' Meeting

Seventeenth resolution

(Authorization granted to the Board of Directors

to allocate existing or newly issued shares of the

Company, without preferential subscription right

of the shareholders)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for extraordinary shareholders' meetings,

having reviewed the Board of Directors' report and the special report

of the Statutory auditors, in accordance with Articles L.225-197-1

et seq. of the French commercial code:

Authorizes the Board of Directors to freely allocate, on one or

more occasions, shares of the Company, existing or to be issued,

to members of staff or to certain categories thereof that it shall

select among eligible employees and corporate officers of the

Company and of affiliates of the Company within the meaning of

Article L.225-197-2 of the French commercial code. If the shares

allocated are to be issued, this authorization will result, after the

expiration of the vesting period(s), in a capital increase through

the incorporation of reserves, earnings or premiums in favor of

the beneficiaries of said shares.

Decides that the Board of Directors will proceed with the alloca-

tions and will determine the identity of the beneficiaries of said

allocations.

Decides that the allocation of shares in accordance with this

authorization may not represent a number of existing or newly

issued shares exceeding 0.2% of the Company's share capital

at the end of this Meeting; this percentage shall be calculated

without taking into account the adjustments that may be made

in accordance with any applicable legal and regulatory require-

ments or any contractual provisions providing for any other ad-

justments as the case may be, to protect the rights of the holders

of securities or other rights giving access to the share capital. It

is noted that the nominal amount of the existing or newly issued

shares allocated pursuant to this authorization shall be deducted

from the limits provided for in paragraph (a) of the 20

and 21

resolutions submitted to the Shareholders' Meeting of April 29,

2015.

Decides that the existing or newly issued shares allocated pur-

suant to this authorization may be allocated, in accordance with

legal requirements, to corporate officers of the Company, provi-

ded that the total thereof does not represent more than 0.03% of

the Company's share capital at the end of this Meeting (subject to

any adjustment mentioned in the preceding paragraph).

Decides that the allocation of shares to their beneficiaries will

become final after a vesting period, the duration of which will

be set by the Board of Directors and shall not be less than three

years. The beneficiaries must hold said shares for a duration set

by the Board of Directors and the holding period may not be less

than two years after the final allocation of such shares. However,

if the vesting period for all or a part of one or more allocations is

a minimum of four years, the Shareholders' Meeting authorizes

the Board of Directors not to impose any holding period for the

shares in question. It is reminded that the Board of Directors may

provide for longer vesting and holding periods than the afore-

mentioned minimum durations.

Expressly subjects the final allocation of all existing or newly

issued shares under this resolution to the achievement of the

performance conditions determined by the Board of Directors

and presented in the Board of Directors' report.

Decides, moreover, that, in the event that the disability of the

beneficiary corresponds to a classification in the second or third