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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.5 Statutory auditors' special report on related party agreements and commitments
300
Motives to justify the interest of this engagement for the Company
Your board of directors justified this engagement as follows:
The undertaking concerning the defined benefit pension plan
constitutes a measure aiming at retaining senior executives over
the long term; the benefit of the defined benefit pension plan being
acquired only in case of performance of duties within the Group
when the beneficiary reaches 55 years old.
1.3. Agreements and commitments of prior fiscal
years not submitted to the approbation of the
precedent General Assembly
We were informed of the following agreement authorized during the
2014 fiscal year. This agreement was not submitted to the approbation
of the shareholders' general assembly called to approve the financial
statements for 2014 because it was concluded after this date. This
agreement will be submitted to the approbation of the shareholders'
general meeting called to approve the 2015 financial statements.
Reallocation of resources in connection with the
danone.communities project
Persons concerned
Mr. Franck RIBOUD, Chairman of the Board of directors, and Mr.
Emmanuel FABER, Chief Executive Officer, both directors of the
danone.communities mutual investment fund (SICAV).
Nature, purpose and conditions
On December 11, 2014, the Board of directors (withMr. Franck Riboud
and Mr. Emmanuel Faber abstaining) unanimously authorized your
company to sign an agreement with the danone.communities, SICAV, in
order to reallocate a portion of its investment in danone.communities
by reducing its investment in the SICAV in order to increase by
the same amount its investment in the FPS danone.communities.
Based on this authorization, on June 12, 2015, your company signed
a memorandum of agreement with the danone.communities SICAV
in order to allow the transactions that would implement this real-
location. Pursuant to this agreement, Danone completed, in June
and July 2015, the following transactions:
•
partial divestment from the SICAV through the SICAV's purchase
of shares held by Danone at their net asset value, in accordance
with the SICAV by-laws, for a total of €11.4 million;
•
acquisition of existing shares in the FPS from the SICAV at a price
equal to the net asset value for a total amount of €1.4 million;
•
subscription of new shares in the danone.communities FPS at
a price based on the most recent audited net asset value as of
December 31, 2014, adjusted for fund-raising calls, for a total
amount of €6.1 million; and
•
reinvestment in the danone.communities SICAV of the balance
of the amounts obtained by your company in connection with
the abovementioned partial divestment for a total amount of
€3.8 million.
As of December 31, 2015 and following these transactions,
Danone owns approximately 17% of the share capital in the SICAV
danone.communities and 63.6% of the share capital of the FPS.
It should be noted that the FPS shares are not fully paid in (current
paid-in ratio of 68.2%) and that your company has therefore pledged
to pay in the outstanding amount on the shares it owns, when called
by the FPS, which represents a maximum total amount of €3.7
million. In that regard, the memorandum of agreement reached
between the SICAV and Danone makes reference to Danone's right
to be reimbursed for the value of the shares it owns in order to pay
for fund calls with respect to the unpaid shares it owns in the FPS.
Lastly, the governance of danone.communities was not affected by
these transactions, and in particular the management of the SICAV
and FPS continues to be performed by independent management
companies.
Motives to justify the interest of this engagement for the Company
Your board of directors justified this engagement as follows:
This reallocation ensures to danone.communities, a specialized
professional investment fund (Fonds Professionnel Spécialisé –
FPS) (formerly venture capital mutual investment fund (FCPR)),
supplementary resources aimed at pursuing ongoing projects and
developing new projects in the context of the replication of existing
models, without increasing Danone's total commitment within the
investment company with variable capital (Société d'Investissement
à Capital Variable – SICAV) danone.communities.
2. Agreements and commitments already approved by the Shareholders' meeting
2.1. Agreements and commitments approved
in prior fiscal years
2.1.1. Whose implementation continued during the
past fiscal year
In accordance with Article R. 225-30 of the French commercial code,
we were informed that the implementation of the following agree-
ments and commitments, already approved by the Shareholders'
meeting, continued during the past fiscal year.
Cooperation agreement in connection with
the danone.communities project
Persons concerned
Mr. Franck RIBOUD, Chairman of the Board of directors, and Mr.
Emmanuel FABER, Chief Executive Officer, both directors of the
danone.communities mutual investment fund (SICAV).
Nature, purpose and conditions
On April 26, 2007, within the framework of the danone.communities
project, your company's Board of directors unanimously authorized
the signing of a cooperation agreement established between your
company, the danone.communities mutual investment fund (Société
d'Investissement à Capital Variable – SICAV), the danone.communities
FCPR (venture capital fund, now FPS), and companies of the Crédit
Agricole group, namely IDEAM (which was merged into Amundi
in 2011) and Crédit Agricole Private Equity (now renamed Omnes
Capital), respectively management companies for the SICAV and
the FPS, it being specified that as of the date of this meeting, Mr.
Jean Laurent, Director of your company, was also the Chairman of
the Board of directors of Calyon, a subsidiary of the Crédit Agricole
group, and abstained from voting. This agreement governs the
relations between your company and other entities that have taken
part in the danone.communities project, and in particular provides
for the subscription of shares of the danone.communities SICAV
by your company for a maximum amount of €20 million, as well as
the annual financial contribution by your company of a maximum
amount of €1.5 million for the first fiscal year, it being specified that
this amount must be revised annually by your company's Board of
directors.