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CONTENTS
1 INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT 5 1.1 Information about the issuer 6 1.2 Information about the Registration Document 7 1.3 Person responsible for the Registration Document 9 2 OVERVIEW OF ACTIVITIES, RISK FACTORS 11 2.1 History 12 2.2 Presentation of Danone 13 2.3 Strategic growth areas 15 2.4 Description and strategy of the Divisions 16 2.5 Other elements related to Danone’s activity and organization 18 2.6 Simplified organizational chart as of December 31, 2015 22 2.7 Risk factors 24 3 DANONE’S BUSINESS HIGHLIGHTS IN 2015 AND OUTLOOK FOR 2016 45 3.1 Business highlights in 2015 46 3.2 Consolidated net income review 50 3.3 Free cash flow 59 3.4 Balance sheet and financial security review 61 3.5 Outlook for 2016 66 3.6 Financial indicators not defined by IFRS 67 3.7 Documents available to the public 68 4 FINANCIAL STATEMENTS 71 4.1 Consolidated financial statements and Notes to the consolidated financial statements 72 4.2 Financial statements of Danone SA, the Danone parent company 144 4.3 Fees to the Statutory auditors and members of their network 166 4.4 Information originating from third parties, expert opinions and declarations of interest 167 5 SOCIAL, SOCIETAL AND ENVIRONMENTAL RESPONSIBILITY 169 5.1 Danone social, societal and environmental approach 170 5.2 Information concerning Danone’s social, societal and environmental performance in compliance with the Grenelle II law 173 5.3 Funds sponsored by Danone 200 6 CORPORATE GOVERNANCE 207 6.1 Governance bodies 208 6.2 Positions and responsibilities of the Directors and Nominees to the Board of Directors 232 6.3 Compensation and benefits of corporate officers and governance bodies 252 6.4 Internal control and risk management 290 6.5 Statutory auditors’ special report on related party agreements and commitments 297 7 SHARE CAPITAL AND SHARE OWNERSHIP 305 7.1 Company’s share capital 306 7.2 Treasury shares and DANONE call options held by the Company and its subsidiaries 307 7.3 Authorization to issue securities that give access to the share capital 310 7.4 Financial instruments not representing capital 312 7.5 Dividends paid by the Company 312 7.6 Voting rights, crossing of thresholds 313 7.7 Share ownership structure as of December 31, 2015 and significant changes over the last three fiscal years 315 7.8 Market for the Company’s shares 318 7.9 Factors that might have an impact in the event of a public tender offer 319 7.10 Change of control 321 8 COMBINED SHAREHOLDERS’ MEETING OF APRIL 28, 2016 323 8.1 Shareholders’ Meetings 324 8.2 Draft resolutions presented at the Shareholders’ Meeting 325 8.3 Comments on the resolutions of the Shareholders’ Meeting 330 8.4 Special report of the Statutory auditors to the Shareholders’ Meeting 345 Appendix 347 Cross-reference tables 348 List of subsidiaries 353