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DANONE

REGISTRATION DOCUMENT 2015

Corporate Governance

6.1 Governance bodies

228

Strategy Committee

The Board of Directors decided at its meeting on September 2, 2014 to create a fourth specific governance body, the Strategy Committee.

Composition

As of December 31, 2015, the Strategy Committee comprised the following five Directors:

Start date as Committee member

Franck RIBOUD

Chairman of the Committee

2015, Chairman since 2015

Emmanuel FABER

Committee Member

2015

Benoît POTIER

(a)

Committee Member

2015

Isabelle SEILLIER

Committee Member

2015

Jean-Michel SEVERINO

(a)

Committee Member

2015

(a) Independent Director.

Rules of procedure

Main provisions

The mission of the Strategy Committee is to analyze Danone's major

strategic policies.

The Strategy Committee prepares and informs the work of the Board

on key matters of strategic interest such as:

•

development priorities;

•

external growth opportunities;

•

divestment transactions;

•

significant agreements and partnerships;

•

transactions involving the Company's share capital;

•

diversification opportunities;

•

more generally, any transaction of significance for Danone's future.

Work

The members of the Strategy Committee, a new Board of Directors'

Committee, were appointed during the Board of Directors' meeting

of February 19, 2015 at the recommendation of the Nomination and

Compensation Committee.

In 2015, the Strategy Committee met three times following a prepa-

ratory meeting with the prospective members at the end of January

to discuss the Committee's operating rules (number of meetings,

meeting structure and preparation, work topics and issues). The

Committee members' attendance rate, expressed by their rate of

participation at these meetings, was 100%.

The Strategy Committee is not a decision-making body and its

function is to make recommendations to the Board of Directors

regarding strategic matters.

Its responsibilities include:

•

conducting an in-depth review, prior to the Board of Directors'

meeting, of the strategic projects that may be proposed by

General Management,

•

discussing new strategic policies in a proactive way, and to do so,

•

monitoring changes in Danone's competitive environment,

emerging trends and threats and opportunities related to chang-

es in markets, consumption patterns and manufacturing and

distribution methods.

In this connection, the Committee's work in 2015 mainly focused on

reviewing and understanding Danone's strategic environment and

major trends in the worldwide food and beverage sector over the

previous months. The first meetings were also an opportunity to

share a detailed analysis of the status and outlook of certain product

categories in which Danone is a major global player.