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Combined Shareholders' Meeting of April 28, 2016

8.2 Draft resolutions presented at the Shareholders' Meeting

DANONE

REGISTRATION DOCUMENT 2015

326

Fourth resolution

(Renewal of the term of office of Mr. Franck

RIBOUD as Director)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report, renews the term of office

of Mr. Franck RIBOUD as Director for the three-year period set

forth in the by-laws.

Mr. Franck RIBOUD's term of office will expire at the end of the

Ordinary Shareholders' Meeting convened to approve the financial

statements for the fiscal year ended December 31, 2018.

Fifth resolution

(Renewal of the term of office of Mr. Emmanuel

FABER as Director)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report, renews the term of office

of Mr. Emmanuel FABER as Director for the three-year period set

forth in the by-laws.

Mr. Emmanuel FABER's term of office will expire at the end of the

Ordinary Shareholders' Meeting convened to approve the financial

statements for the fiscal year ended December 31, 2018.

Sixth resolution

(Appointment of Mrs. Clara GAYMARD as Director)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed theBoard of Directors' report, appointsMrs. ClaraGAYMARD

as Director for the three-year period set forth in the by-laws.

Mrs. Clara GAYMARD's term of office will expire at the end of the

Ordinary Shareholders' Meeting convened to approve the financial

statements for the fiscal year ended December 31, 2018.

Seventh resolution

(Renewal of the term of office of

PricewaterhouseCoopers Audit as Statutory Auditor)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report and having acknowledged

the expiration of the termof office of PricewaterhouseCoopers Audit

as Statutory Auditor, renews its term of office for a legal period of

six years,

i.e.

until the end of the Ordinary Shareholders' Meeting

convened to approve the financial statements for the fiscal year

ended December 31, 2021.

Eighth resolution

(Appointment of Ernst & Young Audit as Statutory

Auditor)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report and having acknowledged

the expiration of the term of office of Ernst & Young et Autres as

Statutory Auditor, appoints Ernst & Young Audit as Statutory Auditor

for a legal period of six years,

i.e.

until the end of the Ordinary

Shareholders' Meeting convened to approve the financial statements

for the fiscal year ended December 31, 2021.

Ninth resolution

(Appointment of Mr. Jean-Christophe GEORGHIOU

as Substitute Statutory Auditor)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report and having acknowledged

the expiration of the termof office of Mr. Yves NICOLAS as Substitute

Statutory Auditor, appoints Mr. Jean-Christophe GEORGHIOU as

Substitute Statutory Auditor of Pricewaterhouse Coopers Audit for a

legal period of six years,

i.e

. until the end of the Ordinary Shareholders'

Meeting convened to approve the financial statements for the fiscal

year ended December 31, 2021.

Tenth resolution

(Renewal of the term of office of Auditex as

Substitute Statutory Auditor)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report and having acknowledged

the expiration of the term of office of Auditex as Substitute Statutory

Auditor, renews its termof office for a legal period of six years,

i.e.

until

the end of the Ordinary Shareholders' Meeting convened to approve

the financial statements for the fiscal year ended December 31, 2021.

Eleventh resolution

(Approval of an agreement referred to in Articles

L. 225-38 et seq. of the French commercial code

entered into with the mutual investment fund

(SICAV) danone.communities)

The Shareholders' Meeting, acting under the conditions of quorum

and majority required for ordinary shareholders' meetings, having

reviewed the Board of Directors' report and the special report of

the Statutory auditors concerning the related-party transactions,

approves the new agreement authorized by the Board of Directors

entered into during the fiscal year ended on December 31, 2015

with the mutual investment fund (SICAV) danone.communities, as

mentioned in such reports.