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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 13. DANONE shares, dividend, earnings per share

DANONE

REGISTRATION DOCUMENT 2015

135

Earnings per share

Year ended December 31

(in € per share, except for the number of shares)

Notes

2014

2015

Net income – Group share

1,119

1,282

Number of outstanding shares

As of January 1

586,419,586

600,078,700

Effect of changes during the year

13.3

13,659,114

15,146,325

As of December 31

600,078,700

615,225,025

Average number of outstanding shares

• Before dilution

594,472,798

609,647,527

Dilutive impact

Dividend in shares

776,192

394,921

Group performance shares

287,338

112,794

Other capital increase

−

−

• After dilution

595,536,328

610,155,241

Net income – Group share, per share

• Before dilution

1.88

2.10

• After dilution

1.88

2.10

Note 13.5. Dividend

Distributable reserves of the parent company

Danone

The legally distributable reserves of subsidiaries and associated

companies may differ from their reported retained earnings as

a consequence of (i) consolidation adjustments applied to their

separate financial statements, and (ii) the laws applicable in the

countries where the Group operates.

In the case of the Group, under French law, dividends can only be

paid out of the net income for the year and the distributable reserves

of the parent company Danone.

Payment of the 2014 dividend with the option

of a payment in shares

The Shareholders' Meeting on April 29, 2015 in Paris approved the

dividend proposed with respect to the 2014 fiscal year,

i.e.

€1.50 per

share, and decided that each shareholder could decide to receive

the dividend payment in cash or DANONE shares.

The option period was open from Thursday May 7, 2015 to Thursday

May 21, 2015, inclusive. The issue price of new shares distributed

as payment for the dividend was €57.26. It corresponds to 90% of

the average opening price listed on Euronext during the 20 market

trading days prior to the date of the Shareholders' Meeting, less the

amount of the dividend and rounded to the next highest euro cent. The

settlement and delivery of the shares and their admission to trading

on Euronext occurred on June 3, 2015. These shares carry dividend

rights as of January 1, 2015 and are fungible with existing shares.

A total of 65.95% of the rights were exercised in favor of the 2014

dividend payment in shares.

Year ended December 31, 2015

(in € millions except for the number of shares)

Number of

outstanding shares

Consolidated

equity

Consolidated cash flow

used in financing

transactions

Portion paid in newly issued shares

(a)

10,321,148

−

−

Portion paid in cash

−

314

314

Total

10,321,148

314

314

(a) Or 1.60% of Danone's share capital based on the capital as of April 30, 2015.