Danone — Capital/Financing Update 2015

Jan 14, 2015

Final Terms dated 12 January 2015

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: 109

TRANCHE NO: 1

Euro 550,000,000 Floating Rate Notes due 14 January 2020

Issued by Danone (the "Issuer")

BNP PARIBAS CRÉDIT AGRICOLE CIB ING J.P. MORGAN MUFG NATIXIS SANTANDER GLOBAL BANKING & MARKETS

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 24 October 2014 which has received visa no. 14-568 from the Autorité des marchés financiers (the "AMF") on 24 October 2014 and the supplement to it dated 5 January 2015 which has received visa no. 15-001 from the AMF on 5 January 2015 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Directive 2003/71/EC, as amended (the "Prospectus Directive"). 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.

Series Number: 109 (i) 2 Tranche Number: (ii) 1
(iii) Date on which the Notes become Not Applicable fungible:
Euro ("EUR") 3 Specified Currency or Currencies:
Aggregate Nominal Amount: 4
Series: (i) EUR 550,000,000
Tranche: (ii) EUR 550,000,000
100.00 per cent. of the Aggregate Nominal Amount Issue Price: 5
EUR 100,000 Specified Denomination(s): 6
Issue Date: (i) 7 14 January 2015
(ii) Interest Commencement Date: 14 January 2015
14 January 2020 8 Maturity Date:
Three $(3)$ months EURIBOR + 0.33 per cent. Floating 9 Interest Basis: Rate (further particulars specified below)
Subject to any purchase and cancellation or early 10 Redemption Basis: redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
Not Applicable 11 Change of Interest Basis:
Change of Control Put Option 12 Put/Call Options: (further particulars specified below)
Status of the Notes: Unsubordinated Notes (i) 13
Decision of the Conseil d'administration of Danone Date of Board approval and (i) decision for issuance of Notes dated 17 October 2014 and decision of Mr Emmanuel

Faber, Directeur Général of the Issuer dated 7 January 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

obtained:

$\sim 10$

14	Fixed Rate Note Provisions	Not Applicable
15	Floating Rate Note Provisions	Applicable
	Interest Period(s): (i)	The period commencing from (and including) the Interest Commencement Date to (but excluding) the first Specified Interest Payment Date and each successive period commencing from (and including) a Specified Interest Payment Date to (but excluding) the next Specified Interest Payment Date
	Specified Interest Payment Dates: (ii)	Quarterly in arrears on 14 January, 14 April, 14 July and 14 October of each year, from and including 14 April 2015 up to and including 14 January 2020, subject to adjustment in accordance with the Business Day Convention set out in (iii) below
	(iii) Business Day Convention:	Modified Following Business Day Convention
	(iv) Business Centre(s):	Not Applicable
	Manner in which the Rate(s) of (v) Interest is/are to be determined:	Screen Rate Determination
	(vi) Interest Period Date(s):	Not Applicable
	(vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Agent):	Not Applicable
	(viii) Screen Rate Determination:	Applicable
	- Reference Rate:	Three (3) months EURIBOR
	- Interest Determination Date(s):	The Rate of Interest shall be determined by the Calculation Agent at 11.00 a.m. (Brussels time) two (2) TARGET Business Days prior the first day of each Interest Period
	- Relevant Screen Page:	Reuters page EURIBOR01
	(ix) ISDA Determination:	Not Applicable
	Margin(s): (x)	$+0.33$ per cent. per annum
	(xi) Minimum Rate of Interest:	$0.00$ per cent.
	(xii) Maximum Rate of Interest:	Not Applicable
	(xiii) Day Count Fraction:	Actual/360
16	Zero Coupon Note Provisions	Not Applicable
17	Inflation Linked Notes - Provisions relating to CPI or HICP Linked

$\hat{\tau}$

$\hat{\mathcal{A}}$

	Interest	Not Applicable
PROVISIONS RELATING TO REDEMPTION
18	Call Option	Not Applicable
19	Make-Whole Redemption by the Issuer	Not Applicable
20	Residual Maturity Call Option	Not Applicable
21	Put Option	Not Applicable
22	Change of Control Put Option	Applicable
23	Final Redemption Amount of each Note	EUR 100,000 per Note of EUR 100,000 Specified Denomination
	Inflation Linked Notes - Provisions relating to the Final Redemption Amount:	Not Applicable
24	Early Redemption Amount
	Early Redemption Amount(s) of (i) each Note payable on redemption for taxation reasons (Condition 6(i)), for illegality (Condition 6(m)) or on event of default (Condition 9):	EUR 100,000 per Note of EUR 100,000 Specified Denomination
	Redemption for taxation reasons (ii) permitted on days others than Interest Payment Dates:	Yes
	(iii) Unmatured Coupons to become upon early redemption void (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	Exclusion of the possibility to request identification of a Noteholder as Provided by Condition 1(a):	Not Applicable
27	Financial Centre(s) (Condition 7(h)):	Not Applicable
28	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	Not Applicable

$\bar{z}$

A19279427

• 29 Details relating to Instalment Notes:
• 30 Redenomination, renominalisation and reconventioning provisions:
• 31 Purchase in accordance with Articles L.213-1 A and D.213-1 A of the French Code monétaire et financier:
• 32 Consolidation provisions:

33 Masse (Condition 11): Not Applicable

Not Applicable

Applicable

Not Applicable Contractual Masse shall apply Name and address of the Representative: Antoine Lachenaud SELARL MCM AVOCAT 10, rue de Sèze 75009 Paris France

Name and address of the alternate Representative:

Philippe Maisonneuve SELARL MCM AVOCAT 10, rue de Sèze 75009 Paris France

The Representative will receive a remuneration of EUR 600 (VAT excluded) per year.

RESPONSIBILITY

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

Signed on behalf of Danone: By: Florence Saliba Duly authorised

$FS₇$

A19279427

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

OPERATIONAL INFORMATION

(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 14 January 2015.
(ii) Estimate of total expenses related to admission to trading: RATINGS	EUR 8,850 (including AMF fees)
Ratings:	The Notes to be issued are expected to be rated: S&P: A- Moody's: Baal S&P and Moody's are established in the European Union and registered under Regulation (EC) No $\therefore$ 1060/2009 (as amended).

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 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.

		ISIN Code:	FR0012432904
		Common Code:	116653460
		Depositaries
	(i)	Euroclear France to act as Central Depositary:	Yes
		(ii) Common Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme:	No
	clearing system(s) other than Any Euroclear Bank S.A./N.V. and Clearstream, Banking, société anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any):		Not Applicable
			Delivery against payment
			Not Applicable
5.	DISTRIBUTION
	(i)	Method of distribution:	Syndicated
	(ii)	If syndicated:
		(A) Names of Managers:	Banco Santander, S.A. BNP Paribas Crédit Agricole Corporate and Investment Bank

$\overline{2}$ .

$\overline{\mathbf{4}}$

ING Bank N.V., Belgian Branch J.P. Morgan Securities plc Mitsubishi UFJ Securities International plc Natixis

(B) Stabilising Manager(s) if any:

• (iii) If non-syndicated, name and address of Dealer:
• $(iv)$ US Selling Restrictions (Categories of potential investors to which the Notes are offered):

BNP Paribas

Not Applicable

Reg. S Compliance Category 2 applies to the Notes; TEFRA not applicable