DANONE - Registration document 2015

Combined Shareholders' Meeting of April 28, 2016

8.3 Comments on the resolutions of the Shareholders' Meeting

DANONE

REGISTRATION DOCUMENT 2015

333

IMMELT. In 2014, she was member of the negotiating team on the

acquisition of Alstom's power business. At the end of 2015, Clara

GAYMARD left her post at the head of GE France in order to devote

herself to directors' terms of office and the Raise Endowment Fund.

The Board notes that her proven experience as a manager, suc-

cessful international experience and excellent understanding of

Danone's key markets make her a major asset for the work of the

Board of Directors.

2. Situation of Mrs. Clara GAYMARD with respect to rules on

multiple directorships

The February 22, 2016 meeting of the Board of Directors, acting

on the recommendation of the Nomination and Compensation

Committee, reviewed the situation of Mrs. Clara GAYMARD with

respect to statutory rules and AFEP-MEDEF Code recommendations

on multiple directorships. The Board concluded that the rules had

been fully respected in her case. Mrs. Clara GAYMARD is currently

a director at only one other listed company (Veolia).

The biography and list of all responsibilities and positions held by

Mrs. Clara GAYMARD as of December 31, 2015 and during the past

five years is found above in section 6.2

Positions and responsibilities

of the Directors and nominees to the Board of Directors.

3. Mrs. Clara GAYMARD's situation with respect to

independence rules

In reviewing her potential appointment as a Director, the February 22,

2016 Board of Directors' meeting, acting on the recommendation

of the Nomination and Compensation Committee, determined that

Mrs. Clara GAYMARD qualifies as an independent Director based

on AFEP-MEDEF Code independence criteria (see section 6.1

Governance bodies, Review of Directors' independence)

In particular,

the Board noted the absence of any significant business relations

between Mrs. Clara GAYMARD and Danone.

Renewal and appointment of the Statutory auditors (7

to 10

resolutions)

Havingnoted the expiration of thePrincipal andSubstituteStatutory au-

ditors' terms of office, we ask that you renewPricewaterhouseCoopers'

term of office as Principal Statutory auditor (7

resolution) and

appoint Ernst & Young Audit (in the context of the renewal of Ernst

& Young) as Principal Statutory auditor (8

resolution) each for a

six-year term as authorized by the law. We also ask that you appoint

Mr. Jean-Christophe GEORGHIOU as a Substitute Statutory auditor

for PricewaterhouseCoopers for the six-year term authorized by

statute (9

resolution) and renew for the same period the term of

office of the firm Auditex as a Substitute Statutory auditor for Ernst

& Young (10

resolution). These terms of office would end following

the 2022 Shareholders' Meeting.

The selection process for the Statutory auditors was conducted

by Danone's Audit Committee (consisting entirely of independent

Directors). The Committee submitted its recommendation to the

February 22, 2016 Board of Directors' meeting to forgo a tender

offer and instead renew the current Principal Statutory auditors'

terms, in accordance with applicable regulations and the recent

European audit reform. In this respect, it is noted that regarding

Ernst & Young, due to a restructuration of the statutory auditors'

terms of office within this entity, Ernst & Young Audit would be ap-

pointed as Principal Statutory auditor in the context of the renewal

of Ernst & Young.

The Audit Committee stressed that Danone had changed the

composition of its Statutory auditors' panel six years ago with

the appointment of Ernst & Young to replace Mazars, and that

PricewaterhouseCoopers, a Statutory auditor for Danone since 1992,

would be reappointed for one last six-year term in accordance with

applicable regulations. The Committee thus sought to provide con-

tinuity and add value, especially during this time of Danone's major

transformation and governance changes. In its recommendation,

the Audit Committee also noted the Statutory auditors' high level

understanding of Danone's activities and organization. Through a

survey sent to a representative sample of chief financial officers of

Danone subsidiaries, the Committee also verified that the current

Principal Statutory auditors have the necessary expertise and skills

as well as a network of sufficiently autonomous and independent

entities to fulfill the requirements related to Danone's geographic

footprint.

TheAudit Committee also noted that for the years 2010 to 2015 statutory

audit fees and fees directly related to statutory audits represented

on average 91% of the total fees owed to PricewaterhouseCoopers

and 96% to Ernst & Young (statutory audit fees accounting for 64%

and 75%, respectively). Fees received by the Statutory auditors for

the past two years are presented above in section 4.3

Fees paid by

the Group to the Statutory auditors and members of their network.

The

Statutory auditors also confirmed their independence in accordance

with Article L. 822-10 of the French commercial code.

In order to strengthen the independence and objectivity of the

Statutory auditors as well as the quality of the audits, the allocation

of countries audited and the work performed at the corporate of-

fice by the respective Principal Statutory auditors was reassessed

following the 2015 audit. As required by law, the partners signing

the 2016 audits will also be rotated at each audit firm.

Lastly, the Statutory auditors have already let it be known that they

would accept their new term of office in the event of a favorable vote

on these resolutions.