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Share capital and share ownership

7.3 Authorization to issue securities that give access to the share capital

DANONE

REGISTRATION DOCUMENT 2015

311

Employee shareholding

Capital increase reserved for employees in 2015

The Shareholders' Meeting of April 25, 2013 authorized the Board of

Directors, for a period of 26 months, to carry out capital increases

reserved for employee members of a company savings plan (Plan

d'Épargne Entreprise – PEE), within the limit of a nominal amount of

€3.1million. This authorization, whichwas in force until June 2015, was

renewed by the Shareholders' Meeting of April 29, 2015 for a period

of 26 months, within the limit of a nominal amount of €3.2 million.

Pursuant to the authorization of the Shareholders' Meeting of April 25,

2013, in June 2015 the Company carried out a capital increase re-

served for employee members of a company savings plan (through

a temporary fund later merged into the “Fonds Danone” company

investment fund) for a nominal amount of €209,513, representing

the issuance of 838,052 new shares, i.e. approximately 0.13% of the

Company's share capital.

Capital increase reserved for employees underway

Pursuant to the authorization of the Shareholders' Meeting of April 29,

2015, at its meeting on February 22, 2016 the Board of Directors

decided to carry out a capital increase reserved for employee

members of a company savings plan for a maximum subscription

amount of €80 million, representing a maximum of 1,644,061 new

shares (i.e. approximately 0.25% of the Company's share capital)

based on a discounted DANONE share price of €48.66. The actual

amount subscribed will be determined in June 2016.

Financial authorization subject to approval by the Shareholders' Meeting

The Shareholders' Meeting of April 28, 2016 will be asked to renew the authorization to grant Group performance shares (GPS), in accor-

dance with the conditions set out in the table hereafter:

Maximum amount authorized

Ordinary shares

Authorization date

Expiry date

(nominal amount of the issue)

Grants of Group performance

shares (GPS)

April 28, 2016

December 31, 2016

0.2% of the share capital as of

the closure of the Shareholders'

Meeting, and included in

the maximum amount of

€16 million common to the

dilutive issuances carried

out based on the financial

authorizations approved by

the Shareholders' Meeting of

April 29, 2015

Changes in share capital and in the rights attached to shares

Any changes in the share capital or the rights attached to the shares comprising the share capital are subject to applicable legal provisions,

as the by-laws do not contain any specific provisions related thereto.