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Share capital and share ownership
7.4 Financial instruments not representing capital
DANONE
REGISTRATION DOCUMENT 2015
312
7.4 FINANCIAL INSTRUMENTS NOT REPRESENTING CAPITAL
Powers of the Board of Directors
The Combined Shareholders' Meeting of April 23, 2009, decided to
delete Article 27.I.9 of the Company's by-laws (which reserved the
authority to decide on or authorize bond issuances to the Shareholders'
Meeting), in order to recognize the Board of Directors' authority
in principle in this area, pursuant to the first paragraph of Article
L. 228-40 of the French commercial code.
Delegation of powers to the General Management
At its meeting of October 22, 2015, the Board of Directors decided to
renew, for a period of one year, the authorization granted to General
Management to issue, in France or abroad (including, in particular,
in the United States of America by means of private placements to
institutional investors), ordinary bonds, subordinated debt securities
or complex securities (whether fixed-termor perpetual) or any other
type of negotiable debt instrument for up to a maximum outstanding
principal amount at any time of €10 billion (or the equivalent amount
in any other currency or unit of account).
Bonds outstanding as of December 31, 2015
As of December 31, 2015, the total outstanding principal amount on
bonds issued by the Company (the Group's only bond issuer) was
€8,262 million (amount recognized in the consolidated financial
statements).
7.5 DIVIDENDS PAID BY THE COMPANY
Dividend pay-out policy
Rules set out by law and the Company's by-laws
In accordance with law, the following is withheld from earnings
from which, if applicable, past losses have already been deducted,
(i) at least 5% for the creation of the legal reserve, a deduction that
will cease to be mandatory when the legal reserve has reached
one-tenth of the share capital, but that will be reinstituted if, for
any reason whatsoever, the legal reserve falls below this amount,
and (ii) any sums to be allocated to reserves in accordance with the
law. The balance, to which are added retained earnings, represents
the distributable earnings.
Under the terms of the by-laws, the amount necessary to consti-
tute a first dividend payment to shareholders is deducted from the
distributable earnings: this amount corresponds to interest of 6%
per annum on the amount of their shares that has been paid up
and not reimbursed, it being specified that if in a given fiscal year
earnings are not sufficient to make this payment, the shortfall may
be paid by deduction from the earnings of subsequent fiscal years.
Any remaining balance is available for allocation by the annual
Shareholders' Meeting, in accordance with a proposal by the Board of
Directors, to shares as dividends or, in full or in part, to any reserve
accounts or to retained earnings.
The reserves available to the Shareholders' Meeting can be used,
if it so decides, to pay a stock dividend. In this case, the decision
will expressly indicate those accounts to which the stock dividend
will be charged.
Company's pay-out policy
The dividend pay-out policy, defined by the Board of Directors, is
based on an analysis that takes into account the history of dividend
payments, the Company's financial position and results, and the
pay-out practices of Danone's business sector.
Dividend paid in respect of 2015 fiscal year
A dividend of €1.60 per share will be proposed at the Shareholders' Meeting of April 28, 2016 in respect of shares for which the dividend
entitlement date is January 1, 2015. If this dividend is approved, the share will trade ex-dividend from May 5, 2016 and the dividend will
be payable from May 9, 2016.