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DANONE

REGISTRATION DOCUMENT 2015

Corporate Governance

6.3 Compensation and benefits of corporate officers and governance bodies

272

Impact in terms of dilution/ownership of the Company's share capital

Year ended December 31

2014

2015

Number of shares

Percentage of share

capital

(a)

Number of shares

Percentage of share

capital

(a)

Grants during the fiscal year

Group performance shares granted

778,371

0.12%

645,372

0.10%

Of which Group performance shares

granted to all the corporate officers

122,000

0.02%

36,000

0.01%

Balance as of December 31

(b)

Group performance shares not yet

vested

1,950,995

0.30%

1,987,707

0.30%

Of which Group performance shares

granted to all the corporate officers

(c)

375,500

0.06%

530,000

0.08%

(a) Percentage of share capital at December 31 of the fiscal year in question.

(b) Balance of GPS not yet vested at December 31 of the fiscal year in question

(c) For fiscal year 2014, the number takes into account the cancellation of the 2012, 2013 and 2014 GPS of Bernard HOURS.

The number of Group performance shares granted in 2015 to Mr. Emmanuel FABER represented 0.005% of the Company's share capital

at December 31, 2015 and 5.6% of the overall grant.