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Share capital and share ownership
7.3 Authorization to issue securities that give access to the share capital
DANONE
REGISTRATION DOCUMENT 2015
310
7.3 AUTHORIZATION TO ISSUE SECURITIES THAT GIVE ACCESS
TO THE SHARE CAPITAL
Summary of financial authorizations in force as of December 31, 2015
The existing authorizations for the issuance of ordinary shares and securities, with or without preferential subscription rights, in force as
of December 31, 2015 are provided in the following table.
All these authorizations were approved by the Shareholders' Meeting of April 29, 2015 for a period of 26 months, i.e. until June 29, 2017,
except the authorization to grant Group performance shares, which expired on December 31, 2015.
Maximum amounts of share capital authorized
Authorization type
Individual
maximum amounts
authorized
Use in 2015
Balance available
as of December 31,
2015
(nominal amount)
(nominal amount
or percentage of
share capital)
(nominal amount
or percentage of
share capital)
Maximum
amount applicable
to all dilutive and
non-dilutive
issuances:
€56.3 million
(approximately 34.4%
(a)
of share capital)
Maximum amount
applicable to
non-dilutive
issuances:
€56.3 million
(approximately
34.4%
(a)
of share capital)
Capital increase
with preferential
subscription
rights for
shareholders
€56.3 million
(approximately
34.4%
(a)
of share capital)
(b)
_
€56.3 million
Maximum amount
applicable to
dilutive
issuances:
€16 million
(approximately
9.8%
(a)
of share capital)
Capital
increase without
preferential
subscription right
but with a right
of first refusal for
shareholders
€16 million
(approximately
9.8%
(a)
of
share capital)
(b)
_
€16 million
Overallotment
(as a % of initial
issuance)
15%
(b)
_
_
Public exchange
offer initiated by
the Company
€16 million
(approximately
9.8%
(a)
of
share capital)
(b)
_
€16 million
Contributions
in kind
10% of share
capital
10% of
share capital
Capital increase
reserved for
employees and/
or executives
€3.2 million
(approximately
2.0%
(a)
of share
capital)
€209,513
€3.2 million
(c)
Grants of Group
performance
shares (GPS)
0.2% of share
capital as of the
closure of the
Shareholders'
Meeting
645,372 shares
granted
(approximately
0.1% of share
capital)
0.1% of share
capital as of the
closure of the
Shareholders'
Meeting
_
_ Incorporation of
reserves, earn-
ings, premiums or
other sums
€40.2 million
(approximately
24.6%
(a)
of share
capital)
€40.2 million
(a)Thepercentageofsharecapital iscalculatedfor informationpurposesonlyonthebasisofthesharecapitalasofDecember31,2015 (unlessotherwise indicated).
(b) All issuances of securities representing debts pursuant to these authorizations ((i) capital increase with preferential subscription right, (ii) capital increase
without preferential subscription right but with priority right for shareholders, (iii) over-allotment option, and (iv) public tender offer initiated by the Company)
may not exceed a ceiling representing a principal amount of €2 billion (or the counter-value of this amount).
(c) Thecapital increasereservedforGroupemployeesapprovedbytheBoardofDirectorsonFebruary19,2015and implemented inJune2015usedtheauthorization
approved by the Shareholders' Meeting held on April 25, 2013 (and not the authorization approved by the Shareholders' Meeting held on April 29, 2015). The
nominal amount of the newcapital increase reserved for employees, approved by theBoard of Directors on February 22, 2016 and to be completed in June 2016,
will be deducted from the maximum amount of €3.2 million approved by the Shareholdersʼ Meeting of April 29, 2015.