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Share capital and share ownership

7.7 Share ownership structure as of December 31, 2015 and significant changes over the last three fiscal years

DANONE

REGISTRATION DOCUMENT 2015

315

7.7 SHARE OWNERSHIP STRUCTURE AS OF DECEMBER 31, 2015

AND SIGNIFICANT CHANGES OVER THE LAST THREE FISCAL YEARS

Share ownership structure as of December 31, 2015

It should be noted that double voting rights are granted to all fully

paid-up shares held in registered form in the name of the same

shareholder for at least two years (see section 7.6

Voting rights,

crossing of thresholds

).

As of December 31, 2015, shareholders having declared that they

own more than 1.5% of the Company's voting rights (on the basis of

the declarations of crossing statutory thresholds received by the

Company) are the following:

Shareholders

Number of

shares held

% of share

capital

Number of

gross voting

rights

% of gross

voting rights

(a)

Number of net

voting rights

% of net voting

rights

(b)

MFS Group

(c)(d)

83,804,278

12.8% 69,417,105

10.1% 69,417,105

10.8%

(d)

Sofina & Henex group

14,110,330

2.2% 21,554,500

3.1% 21,554,500

3.3%

First Eagle Investment

Management

14,797,091

2.3% 14,797,091

2.2% 14,797,091

2.3%

Amundi Asset Management

11,447,283

1.7% 11,447,283

1.7% 11,447,283

1.8%

Harris Associates L.P.

11,277,884

1.7% 11,277,884

1.6% 11,277,884

1.7%

CDC group

10,823,151

1.7% 10,823,151

1.6% 10,823,151

1.7%

Norges Bank

9,357,050

1.4% 9,357,050

1.4% 9,357,050

1.5%

Employee shareholding

“Fonds Danone”

company investment fund

8,190,638

1.3% 15,850,814

2.3% 15,850,814

2.5%

Treasury shares – the Company

33,946,170

5.2% 33,946,170

5.0%

−

−

Treasury shares – Danone

Spain subsidiary

5,780,005

0.9% 5,780,005

0.8%

−

−

Others

451,417,320

68.9% 480,550,869

70.2% 480,550,869

74.5%

Total

654,951,200

100.0% 684,801,922

100.0% 645,075,747

100.0%

(a) The percentage of gross voting rights is calculated taking into account the shares held by the Company and its subsidiaries, which are stripped of voting rights.

(b) The number of net voting rights (or voting rights “exercisable in a Shareholders' Meeting”) is calculated excluding shares stripped of voting rights.

(c) See section

Significant changes in Company's share ownership structure over the last three fiscal years

hereafter for details on MFS group's positions.

(d) The voting rights of MFS group were capped at 6% at the Shareholders' Meeting of April 29, 2015 in accordance with Article 26 II of the by-laws of the Company

(see section 7.6

Voting Rights, crossing of thresholds

above for details on limitations on voting rights at Shareholders' Meetings).

As of December 31, 2015, the total number of the Company's

shares held by the 15 members of the Board of Directors and the

12 members of the Executive Committee (including one Director),

i.e. a total of 26 people, was 628,170 shares, representing 0.10% of

the Company's share capital.

There is no clause in the Company's by-laws giving preferential

rights for the acquisition or sale of Company shares.

Lastly, as of December 31, 2015, the portion of the Company's share

capital held by shareholders in registered form on the Company

share register (

nominatif pur

) and in registered form on the books

of a financial intermediary (

nominatif administré

) and pledged was

not material.

To the Company's knowledge, on the basis of threshold crossing

statements made to the French Financial Markets Authority, no

shareholder other than theMFS group held a stake of more than 5% in

the Company's share capital or voting rights as of December 31, 2015.