Danone — Capital/Financing Update 2014

May 9, 2014

Final Terms dated 6 May 2014

Danone

Euro 9,000,000,000 Euro Medium Term Note Programme for the issue of Notes Due from one month from the date of original issue

SERIES NO: 108

TRANCHE NO: 1

EUR 150,000,000 Floating Rate Notes due 9 May 2019

issued by Danone (the "Issuer")

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 28 October 2013 which has received visa no. 13-574 from the Autorité des marchés financiers (the "AMF") on 28 October 2013 and the supplements to it dated 26 February 2014, which has received visa no. 14-059 from the AMF on 26 February 2014, and 4 April 2014, which has received visa no. 14-124 from the AMF on 4 April 2014, which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to the extent implemented in the Relevant Member State) (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the AMF (www.amf-france.org) and of Danone (www.danone.com) and printed copies may be obtained from Danone at 17, boulevard Haussmann, 75009 Paris, France.

$\mathbf{1}$	Issuer:	Danone
2	Series Number: (i)	108
	Tranche Number: (i)	1
	which the Notes become (ii) Date on
	fungible:	Not Applicable
3	Specified Currency or Currencies:	Euro ("EUR")
4	Aggregate Nominal Amount:
	(i) Series:	EUR 150,000,000
	(ii) Tranche:	EUR 150,000,000
5	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6	Specified Denomination(s):	EUR 1,000,000
7	Issue Date: (i)	9 May 2014
	Interest Commencement Date: (ii)	Issue Date
8	Maturity Date:	9 May 2019
9	Interest Basis:	3-month EURIBOR + 0.42 per cent. Floating Rate (further particulars specified below)
10	Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11	Change of Interest Basis:	Not Applicable
12	Put/Call Options:	Not Applicable
13	Status of the Notes: (i)	Unsubordinated
	Date of Board approval for issuance of (ii) Notes obtained:	Decision of the Conseil d'administration of Danone dated 23 October 2013 and decision of Mr Emmanuel Faber, Directeur Général Délégué of the issuer dated 30 April 2014

Not Applicable 14 Fixed Rate Note Provisions Applicable 15 Floating Rate Note Provisions Interest Period(s): As set out in Condition 5 $(i)$ Quarterly on 9 February, 9 May, 9 August and 9 (ii) Specified Interest Payment Dates: November in each year, from and including 9 August 2014 up to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in (iii) below Modified Following Business Day Convention (iii) Business Day Convention: TARGET2, Paris, Tokyo (iv) Business Centre(s): $(v)$ Manner in which the Rate $(s)$ of Screen Rate Determination Interest is/are to be determined: Not Applicable (vi) Interest Period Date(s): (vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Not Applicable Agent): (viii) Screen Rate Determination: - Reference Rate: 3-month EURIBOR $-$ Interest Determination Date(s): 2 (two) TARGET2 Business Days prior to the first day of each relevant Interest Period Reuters Screen EURIBOR01 page, at 11.00 a.m. CET - Relevant Screen Page: time (ix) ISDA Determination: Not Applicable + (plus) 0.42 per cent. per annum $(x)$ Margin(s): Not Applicable (xi) Minimum Rate of Interest: (xii) Maximum Rate of Interest: Not Applicable Actual/360, adjusted (xiii) Day Count Fraction: 16 Zero Coupon Note Provisions Not Applicable 17 Inflation Linked Notes - Provisions relating to CPI or HICP Linked Interest Not Applicable PROVISIONS RELATING TO REDEMPTION Not Applicable 18 Call Option Make-Whole Redemption by the Issuer Not Applicable 19 Not Applicable 20 Put Option Not Applicable 21 Residual Maturity Call Option Not Applicable 22 Change of Control Put Option EUR 1,000,000 per Note of EUR 1,000,000 Specified 23 Final Redemption Amount of each Note Denomination Inflation Linked Notes - Provisions

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

Page 3 sur 7

Not Applicable

relating to the Final Redemption Amount:

24

Early Redemption Amount

• Early Redemption Amount(s) of each $(i)$ Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition 6(m)) or on event of default (Condition 9):
• (i) Redemption for taxation reasons permitted on days others than Interest Payment Dates:
• (ii) Unmatured Coupons to become void upon early redemption (Materialised Bearer Notes only)):

Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES

25	Form of Notes:	Dematerialised Notes
	Form of Dematerialised Notes: (i)	Bearer dematerialised form (au porteur)
	Registration Agent (ii)	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
	(iv) Applicable TEFRA exemption:	Not Applicable
26	Financial Centre(s) (Condition 7(h)):	TARGET2, Tokyo and Paris
27	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): Not Applicable
28	Details relating to Instalment Notes:	Not Applicable
29	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30	accordance with Purchase in Article L.213-1 A and D.213-1 A of the French Code monétaire et financier.	Applicable
31	Consolidation provisions:	Not Applicable
32	Masse (Condition 11):	Contractual Masse shall apply
		Name and address of the Representative:
		Laurent Adoult
		Crédit Agricole Corporate and Investment Bank
		9 quai du Président Paul Doumer
		92920 Paris-La-Défense
		France
		The Representative will receive no remuneration

As per the Conditions

Yes

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Danone:

Florence SALIBA By:

PART B-OTHER INFORMATION

$\mathbf{I}$ . LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading:

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date.

(ii) Estimate of total expenses related to EUR 3,250 admission to trading:

RATINGS $2.$

Ratings:

Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER $3.$

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Floating Rate Notes only - HISTORIC INTEREST RATES 4.

Details of historic EURIBOR rates can be obtained from Reuters.

5. OPERATIONAL INFORMATION

ISIN Code:	FR0011894633
Common Code:	106536619
Depositaries
Euroclear France to act as Central Depositary:	Yes
Common Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme:	No
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification
$number(s)$ :	Not Applicable
Delivery:	Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):	Not Applicable

DISTRIBUTION 6.

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$\rm(i)$	Method of distribution:	Non-syndicated
(ii)	If syndicated:
	(A) Names of Managers:	Not Applicable
	(B) Stabilising Manager(s) if any:	Not Applicable
	(iii) If non-syndicated, name and address of Dealer:	Crédit Agricole Corporate and Investment Bank
	(iv) US Selling Restrictions (Categories of potential investors to which the Notes are offered):	Reg. S Compliance Category 2 applies to the Notes; TEFRA not applicable

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