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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Related party transactions

DANONE

REGISTRATION DOCUMENT 2015

137

NOTE 15. RELATED PARTY TRANSACTIONS

Note 15.1. Accounting principles

Themain related parties are the associated companies and themembers of the Executive Committee andmembers of the Board of Directors.

Note 15.2. Transactions with associates

Transactions with these companies are generally carried out at arm's length. They mainly involve:

•

management fees and royalties paid to the Group;

•

services. mainly logistics;

•

financing.

As in 2014, the amounts pertaining to 2015 are not material.

Note 15.3. Compensation and benefits granted to members of the Executive Committee

and Board of Directors

Compensation paid

Year ended December 31

(in € millions)

2014

2015

Compensation paid to corporate officers and members

of the Executive Committee

(a)

13.4

16.5

Attendance fees paid to Directors

(b)

0.6

0.6

Total

14.0

17.1

Severance pay

2.1

–

Carrying amount of shares subject to performance

conditions granted during the year

(c)

9.1

8.2

(a) Annual and multi-year fixed and variable compensation (gross amount excluding employer contributions), of which the variable portion totaled €8.4 million

in 2015 (€7 million in 2014).

(b) Amount paid to eligible Directors, in respect of the retirement plan for their benefit for positions they held previously in the Group.

(c) For 2012, the carrying amount represented the full value estimated as of the grant date in accordance with IFRS 2 on the assumption that the performance

conditions had been satisfied (see Note 7.4 of the Notes to the consolidated financial statements).

Danone's commitment to the corporate officers

and Executive Committee members with respect

to the retirement plan

As of December 31, 2015, the portion of the total amount of Danone's

obligation relating to Danone's corporate officers and Executive

Committee members under this defined benefit retirement plan

amounted to €47 million, which takes into account the impact of

the new charges applicable according to the provisions of the law of

December 22, 2014 regarding the financing of social security for 2015.

In addition, the corporate officers benefit also from the executives'

supplementary retirement plan (defined contribution retirement

plan set up for executives whose gross annual compensation is

greater than or equal to three times the French social security

ceiling). Contributions for this plan in respect of 2015 amounted to

€33,324 for Messrs. Franck RIBOUD and Emmanuel FABER. The

plan rules stipulate that the benefit derived from this plan will be

deducted in full from the possible defined benefit retirement plan.

Loans and guaranties

No loan or guarantee was granted or established by the Company

or its subsidiaries on behalf of Executive Committee members.

Note 15.4. Related party agreements

See section 6.5

Statutory auditors' special report on related party agreements and commitments

.

NOTE 16. SUBSEQUENT EVENTS

To the Company's knowledge, no material events occurred after the approval date of the 2015 consolidated financial statements (approved

by the Board of Directors on February 22, 2016).