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Share capital and share ownership
7.9 Factors that might have an impact in the event of a public tender offer
DANONE
REGISTRATION DOCUMENT 2015
319
7.9 FACTORS THAT MIGHT HAVE AN IMPACT IN THE EVENT OF A PUBLIC
TENDER OFFER
In accordance with article L. 225-100-3 of the French commercial code, the factors that might have an impact in the event of a tender
offer are set out hereafter:
(i) Structure of the Company's share capital
Details of the structure of the Company's share capital are provided in section 7.7
Share ownership structure as of December 31, 2015 and
significant changes over the last three fiscal years.
(ii) By-laws' restrictions to the exercise of voting rights
The Company's by-laws provide for a system of limitation of voting
rights, described in section 7.6
Voting rights, crossing of thresholds
.
The Shareholders' Meeting of April 22, 2010 has decided to include
a mechanism for suspending this limitation if the number of shares
present or represented at a Shareholders' Meeting reaches or
exceeds 75% of the total number of shares carrying voting rights.
In addition, the Company's by-laws provide for a reporting obliga-
tion for anyone who would hold or cease to hold a fraction equal to
0.5% of voting rights or a multiple thereof, beginning when one of
the thresholds is crossed. This mechanism is described in section
7.6
Voting rights, crossing of thresholds
.
In the event of failure to comply with this notification requirement,
upon the request of any holder or holders of 5% or more of the voting
rights, the voting rights in excess of the fraction that should have been
declared may not be exercised or delegated by the non-complying
shareholder at any Shareholders' Meeting held during a period of
two years as from the date on which the shareholder makes the
corrective notification.
On the date hereof, the Company is not aware of any clause of
agreements providing for preferential terms of sale or acquisition
concerning at least 0.5%of the capital or voting rights of the Company.
(iii) Direct or indirect holdings in the Company's share capital of which the Company is aware
Details of the Company's shareholder structure are provided in section 7.7
Share ownership structure as of December 31, 2015 and significant
changes over the last three fiscal years.
(iv) Holders of securities providing special control rights over the Company and description
of such rights
None.
(v) Control mechanisms provided for any employee shareholding program, when such control
rights are not exercised by employees
Only the supervisory board of the “FondsDanone” company investment
fund (which on December 31, 2015 held 1.3% of the share capital and
2.5%of the net voting rights) has the authority to decide how to respond
to a possible tender offer. As an exception to this principle, holders
of shares in the company investment fund may be consulted directly
by referendum if the supervisory board were to have a split vote.
(vi) Agreements between shareholders of which the Company is aware and that could impose
restrictions on the transfer of shares and the exercise of voting rights
To the Company's knowledge, no agreement exists between shareholders that could impose restrictions on the transfer of the Company's
shares and the exercise of voting rights.
(vii) Rules applicable to the appointment and replacement of members of the Board
of Directors or to amendments of the by-laws
With the exception of the rules, approved by the shareholders at
the Shareholders' Meeting of April 29, 2014, concerning the ap-
pointment of the Directors representing employees (see section
6.1
Governance bodies
), there are no specific rules applicable to the
appointment and replacement of members of the Board of Directors
or to amendments of the by-laws.
(viii) Powers of the Board of Directors in the event of a public tender offer
Pursuant to the resolution approved by shareholders at the April 29,
2015 Shareholders' Meeting, the Board of Directors is prohibited
from implementing the Company share repurchase programduring a
public tender offer involving the Company's shares. The Shareholders'
Meeting of April 28, 2016 will be asked to renew this prohibition.
In addition, following the amendment of Article L. 233-32 of the French
commercial code by law No. 2014-384 of March 29, 2014 aimed at
recapturing the real economy (the “Florange law”), in accordance
with the decision of the Shareholders' Meeting of April 29, 2015, the
Board of Directors may not decide to issue shares and securities