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Combined Shareholders' Meeting of April 28, 2016

8.2 Draft resolutions presented at the Shareholders' Meeting

DANONE

REGISTRATION DOCUMENT 2015

329

of the categories provided in Article L.341-4 of the French social

security code, the shares will be definitively allocated to the

beneficiary before the end of the remaining vesting period. Said

shares will be freely transferable from delivery.

8.

Acknowledges that this authorization entails ipso jure the waiver

by the shareholders of their preferential subscription right to the

shares that would be issued as a result of this resolution, to the

benefit of the beneficiaries.

9.

Grants full powers to the Board of Directors, with the ability

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

law, to implement this resolution, within the conditions set forth

above and within the limits authorized by applicable laws and

regulations, and in particular to determine, if applicable, the

terms and conditions of the issuances that will be completed as

a result of this authorization, as well as the dividend entitlement

dates of the newly issued shares, acknowledge the share capital

increases, amend the Company's by-laws accordingly, and more

generally complete all formalities useful for the issuance, listing

and financial servicing of securities issued as a result of this

resolution and take all useful and necessary steps in accordance

with applicable laws and regulations.

This authorization is granted until December 31, 2016.

Each year, theBoardof Directorswill informtheOrdinary Shareholders'

Meeting, in accordance with legal and regulatory requirements, and

in particular Article L.225-197-4 of the French commercial code, of

the transactions completed pursuant to this resolution.

Eighteenth resolution

(Powers to carry out formalities)

The Shareholders' Meeting gives full powers to any bearer of an

original, a copy or an excerpt of these minutes to make all legal and

administrative formalities and carry out all filings and any publicity

required by applicable laws and regulations.