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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.5 Statutory auditors' special report on related party agreements and commitments
303
This amendment to the syndicated facilities agreement was approved
by the Shareholders' meeting of April 29, 2015.
No amount was drawn under this syndicated facilities agreement
in 2015.
In 2015, your company paid J.P. Morgan a total of €201,359.38 in fees
related to these credit facilities (non-utilization fees).
In accordance with the extension clause in the amendment to the
syndicated facilities agreement, the agreement was extended for an
additional year (until December 18, 2020) without any modification to
the credit terms, following the agreement obtained from all banks
party to the syndicated credit facilities agreement (including J.P.
Morgan) in November 2015.
2.2.2. Subscription agreement of January 12, 2015
in connection with a bond issue
Person concerned
Mrs. Isabelle SEILLIER, Director of Danone and executive officer
of the group J.P. Morgan Chase.
Nature, purpose and conditions
On December 11, 2014, the Board of directors (excludingMrs. Isabelle
SEILLIER who abstained from voting) unanimously authorized your
company to enter into subscription agreementswith J.P. Morgan group
in connection with bond issues to be carried out by your company.
In accordance with this authorization, on January 12, 2015, within
the scope of a €1.3 billion bond issue under the EMTN program
in two tranches (one €550 million tranche with a maturity of five
years and one €750 million tranche with a maturity of ten years),
your company entered into a subscription agreement with the banks
responsible for placing the bonds (including J.P. Morgan Securities
PLC), under the terms of which said banks underwrote your com-
pany's entire bond issue, which they then immediately placed with
investors wishing to participate in the issue.
The commitment to subscribe gave rise to a fee of 0.21% of the
nominal amount of the bonds issued, i.e. €1.3 billion, equally divided
among the banks responsible for placing the bonds (including J.P.
Morgan Securities PLC), as these fees are proportional to the banks'
underwriting commitments, which were all of the same amount
(subject to rounding rules).
Accordingly, the fee paid to each of the banks responsible for plac-
ing the bonds, including J.P. Morgan Securities PLC, amounted to
€390,000.
This agreement had already produced its effectswhen it was approved
by the Shareholders' General Assembly of April 29, 2015 and there
was no other effect than those initially described.
Neuilly-sur-Seine and Paris La Défense, March, 7, 2016
The Statutory auditors
PricewaterhouseCoopers Audit
Ernst & Young et Autres
Anik CHAUMARTIN
Philippe VOGT
Gilles COHEN
Pierre-Henri PAGNON