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Combined Shareholders' Meeting of April 28, 2016

8.3 Comments on the resolutions of the Shareholders' Meeting

DANONE

REGISTRATION DOCUMENT 2015

337

of some countries, came out slightly below the guidance's median

fixed between 4 and 5%. Concerning the operatingmargin, the Board

recognizes the effectiveness of transformation actions aiming at

structurally improving Danone's growth model towards a better

balance between profitability and sales growth, while continuing

to prioritize the investments necessary for the company's future

development. As such, the Board highlights that the performance

exceed expectations, as does the FCF, the significant progression

of which proves the solidity of Danone's fundamentals in this area.

At this same meeting, the Board of Directors decided that the rate

of attainment of the social and societal component was 150% of the

target, notably in light of the achievement of remarkable results in

terms of Danone's teams' commitment, as demonstrated by a recent

anonymous opinion poll carried out by an independent firm with

the participation of more than 82% of Danone's employees around

the world; the success of the implantation of the “Campus for all”

development programme in Danone's key geographical areas; the

ongoing improvement of working conditions (further decrease of

14% of the frequency of accidents); the realization of major objec-

tives related to the definition and the start of the deployment of the

Danone 2020 project such as, the sharing of “Roadmap Danone

2020” with Danone's different strategic stakeholders, the definition

of the climate policy, and the finalization of the new “Beyond Budget”

process (rolling forecasts instead of the traditional budget process.

Furthermore, the Board of Directors considered that the attainment

rate of the managerial component was 125% of the target, notably

in consideration of the creation of a new Executive Committee and

its alignment on strategic priorities as well as the commitment by

the 200 managers of subsidiaries and principal Danone corporate

functions to support the priorities, and finally the attention given

to the achievement of the Executive Committee's 13 business pri-

orities for 2015.

It therefore established Mr. Emmanuel FABER's annual variable compensation for the 2015 fiscal year at 124% of the target compensation,

or €1,240,000. The details of this calculation is indicated below:

Indicators

Weighting Percentage fulfillment

Percentage after

weighting

Fulfillment amount

(in €)

Economic

60%

115%

69%

€690,000

Social and societal

20%

150%

30%

€300,000

Managerial

20%

125%

25%

€250,000

2015 total variable compensation

100%

–

124%

€1,240,000

The percentage fulfillment of the economic portion is presented below:

Indicators

Weighting Percentage fulfillment

Percentage weighting

Sales

25%

90%

22.5%

Trading operating margin

25%

130%

32.5%

Free cash-flow

10%

140%

14%

Total

60%

115%

69%

In 2015, medium- and long-term variable compensation consisted

of the following components:

•

medium-term variable compensation in the form of Group

performance units paid subject to multi-year performance

conditions over three years;

•

long-term variable compensation, in the form of Group perfor-

mance shares subject to long-termperformance conditions based

on internal performance criteria related to targets disclosed to

the market by Danone and external performance criteria related

to a comparison of Danone's performance with a peer group.

Danone's Group performance share grant program is therefore

in line with best practices for the market (see comments on the

17

th

resolution below).