CONTENTS

1SElECTEd fiNaNCial iNfOrmaTiON, iNfOrmaTiON abOuT ThE iSSuEr aNd iNfOrmaTiON ON ThErEgiSTraTiON dOCumENT 41.1 Selected financial information 6

1.2 Information about the issuer 6

1.3 Information about theRegistration Document 8

2OvErviEw Of aCTiviTiES, riSk faCTOrS 102.1 History 12

2.2 Presentation of the Group 13

2.3 Strategic growth areas 15

2.4 Description and strategy of the Divisions 16

2.5 Other elements related to the Groups activity and organization 18

2.6 Simplified organizational chart of the Group as of December 31, 2014 24

2.7 Risk factors 27

3daNONES buSiNESS highlighTS iN 2014 aNdOuTlOOkfOr2015 403.1 Business highlights in 2014 42

3.2 Consolidated net income review 46

3.3 Free cash-flow 54

3.4 Balance sheet and financial security review 56

3.5 Outlook for 2015 65

3.6 Financial indicators not defined by IFRS 68

3.7 Documents available to the public 70

4fiNaNCial STaTEmENTS 724.1 Consolidated financial statements and Notes to the consolidated financial statements 74

4.2 Financial statements of Danone SA, parent company of the Danone group 153

4.3 Fees paid by the Group to the Statutory auditors and members of their network 174

4.4 Information originating from third parties, expert opinions and declarations of interest 175

5SOCial,SOCiETal aNd ENvirONmENTal rESpONSibiliTy 1765.1 Danone social, societal andenvironmental approach 178

5.2 Information concerning the Groups social, societal and environmental performance in compliance with the GrenelleII law 181

5.3 Funds sponsored by Danone 208

6COrpOraTE gOvErNaNCE 2146.1 Governance bodies 216

6.2 Positions and responsibilities of the Directors and nominees to the Board of Directors 242

6.3 Compensation and benefits for corporate officers andgovernance bodies 262

6.4 Internal control and risk management 298

6.5 Statutory auditors special report on related party agreements and commitments 306

7 SharE CapiTal aNd SharE OwNErShip 3167.1 Companys share capital 3187.2 Treasury shares and DANONE call options held by the Company and its subsidiaries 319

7.3 Authorization to issue securities that give access to the share capital 322

7.4 Financial instruments not representing capital 326

7.5 Dividends paid by the Company 326

7.6 Voting rights, crossing of thresholds 327

7.7 Share ownership structure as of December 31, 2014 and significant changes over the last three fiscal years 330

7.8 Market for the Companys shares 333

7.9 Factors that might have an impact in the event of a public tender offer 334

7.10 Change of control 336

8 COmbiNEd SharEhOldErS mEETiNg Of april 29, 2015 3388.1 Shareholders Meetings 340

8.2 Draft resolutions presented at the Shareholders Meeting 340

8.3 Comments on the resolutions of the Shareholders Meeting 351

8.4 Special reports of theStatutory auditors to theShareholders Meeting 381

appENdix 386Cross-reference tables 388List of subsidiaries 394

BRINGING HEALTH THROUGH FOOD TO AS MANY PEOPLE AS POSSIBLE

2014REGISTRATION REGISTRATION DOCUMENTDOCUMENT

AnnuAl finAnciAl report

This Registration Document

includes all the items of the Annual Financial Report.

The French language version of this Registration Document (Document de Rfrence) was filed with the French financial markets autho-rity (Autorit des Marchs Financiers, or AMF) on March 19, 2015, pursuant to Article 212-13 of its general regulations. This Registration Document may be used in support of a financial transaction if supplemented by a Securities prospectus (Note dopration) authorized by the AMF. This Registration Document was prepared by the issuer and its signatories are liable for its contents.

this is a free translation into english for information purposes only.

Copies of this Registration Document are available from Danone at: 17, boulevard Haussmann 75009 Paris, on Danones website: www.danone.com and on the website of the Autorit des Marchs Financiers: www.amf-france.org

2 DAnone REGISTRATION DOCUMENT 2014

The Groups Strategy is consistent with its mission of bringing health through food to as many people as possible.

KEY FIGURES

20142013201220112010200920082007200620052004200320022001

14.513.6 13.1 13.7 13.0

12.1 12.8

15.2 15.0

17.0

19.320.9 21.3 21.121.1

20142013201220112010200920082007200620052004200320022001

0.520.58 0.61

0.68

0.85

1.001.10

1.20 1.201.30

1.391.45 1.45 1.501.50

OUR 2014 ACHIEVEMENTS LAID A SOLID FOUNDATION FOR DANONE TO BUILD ON OUR 2014 ACHIEVEMENTS LAID A SOLID FOUNDATION FOR DANONE TO BUILD ON IN 2015 AND THE YEARS AHEAD. LOOKING AHEAD, WE ANTICIPATE AN ONGOING IN 2015 AND THE YEARS AHEAD. LOOKING AHEAD, WE ANTICIPATE AN ONGOING DIFFICULT AND UNSTABLE ENVIRONMENT, AND I HAVE WORKED TO DEFINE THREE DIFFICULT AND UNSTABLE ENVIRONMENT, AND I HAVE WORKED TO DEFINE THREE PRIORITIES : PRIORITIES : CONTINUETOMAKEOURBRANDSANDBUSINESSESMORECOMPETITIVETOSERVE CONTINUETOMAKEOURBRANDSANDBUSINESSESMORECOMPETITIVETOSERVE

OUR CONSUMERS;OUR CONSUMERS; CONTINUETOGENERATEPROFITABLEGROWTHINSALESANDSETTHECONDITIONS CONTINUETOGENERATEPROFITABLEGROWTHINSALESANDSETTHECONDITIONS

FOR MAKING THAT GROWTH SUSTAINABLE;FOR MAKING THAT GROWTH SUSTAINABLE; ROLL OUT OUR DANONE 2020 ROADMAPWITH A VIEW TO CREATING SHARED ROLL OUT OUR DANONE 2020 ROADMAPWITH A VIEW TO CREATING SHARED

VALUE FOR ALL OUR STAKEHOLDERS.VALUE FOR ALL OUR STAKEHOLDERS.Emmanuel FABER, Chief Executive OfficerEmmanuel FABER, Chief Executive Officer

21,144 MLNSales

in 2014

2,662 MLNtrading

operating income in 2014

+4.7%2014

like-for-like sales growth

full-yeAr Group SAleS

(in billions)

DiViDenD

(in per share)

1

3DAnone REGISTRATION DOCUMENT 2014

KEY FIGURES

(a) In millions.(b) Financial indicator not defined by IFRS, see definition in section 3.6 Financial indicators not defined by IFRS.(c) In per share.

Key financial figuresYear ended December 31

2001

37 %Sales realized outside europe

20142014

60 %60 %Sales realized Sales realized outside europeoutside europe

2012 2013 20142014Sales (a) 20,869

+5.4%

2,958

14.18%

- 50 bps

1,787

2.78

3.01

2,088

1.45

21,298

+4.8%

2,809

13.19%

- 81 bps

1,550

2.42

2.78

1,549

1.45

Like-for-like growth (b)

trading operating income (a) (b)

trading operating margin (b)

Like-for-like growth (b)

net income (a)

earnings per share - Group share (c)

underlying fully diluted epS (b) (c)

free cash-flow excluding exceptional items (a) (b)

Dividend (c)

99,927employees

Reductionofcarbonintensity(a) by41.6%from2008to2014

Rankedn1intheATNIindex (AccessToNutritionIndex)

Rankedinleadingsocialresponsibilityindexes:DowJonesSustainabilityIndex,Vigeo,EthibelSustainabilityIndex.

(a) Based on constant scope of consolidation, excluding unimilk groups companies, and on emissions under Danones direct responsibility (packaging, industrial activities, logistics and end of life).

evolution of the Groups sales since 2001

21,14421,144

+4.7%+4.7%

2,6622,662

12.59%12.59%

-12 bps-12 bps

1,2531,253

1.881.88

2.622.62

1,4011,401

1.501.50

4 DANONE REGISTRATION DOCUMENT 2014

Selected financial information, information about the issuer and information on the Registration Document

5DANONE REGISTRATION DOCUMENT 2014

111 1.1 SELECTED FINANCIAL INFORMATION 6

1.2 INFORMATION ABOUT THE ISSUER 6legal name and trade name 6

registration number in the register of commerce and companies 6

Date of incorporation and term of the company 6

registered office 6

legal form and applicable law 6

corporate purpose 7

Statutory auditors 7

1.3 INFORMATION ABOUT THEREGISTRATIONDOCUMENT 8references and definitions 8

incorporation by reference 9

persons responsible for the registration Document 9

6 DANONE REGISTRATION DOCUMENT 2014

SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENTSELECTED FINANCIAL INFORMATION

1.1 SELECTED FINANCIAL INFORMATIONThe financial information presented in section Key figures is extracted from section3 Danones business highlights in 2014 and outlook for 2015 and from the Danone groups consolidated financial statements for 2014 fiscal year prepared in accordance with International Financial Reporting Standards (IFRS).

Consolidated financial statements and Notes to the consolidated financial statements for 2014 fiscal year are presented in sec-tion4.1Consolidated financial statements and Notes to the consolidated financial statements.

1.2 INFORMATION ABOUT THE ISSUERlegal name and trade nameThe Companys legal name is Danone (hereafter the Company), having been changed by the Shareholders Meeting of April23, 2009 from Groupe Danone.

registration number in the register of commerce and companiesThe Company is registered in the Paris Register of commerce and companies under number552032534.

The Companys APE Industry code is 7010Z, which corresponds to the activity of registered offices.

Date of incorporation and term of the companyThe Company was incorporated on February2, 1899. The Extraordinary Shareholders Meeting of April 25, 2013