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Share capital and share ownership
7.6 Voting rights, crossing of thresholds
DANONE
REGISTRATION DOCUMENT 2015
313
Dividends paid in respect of the three previous fiscal years
Dividend per share
Dividend approved
Dividend paid
(b)
Dividend relating to fiscal year
(a)
(in € per share)
(in € millions)
(in € millions)
2012
1.45
933
858
2013
1.45
915
299
(c)
2014
1.50
966
311
(c)
(a) Paid in the following year.
(b) Treasury shares held directly by the Company do not carry the right to receive a dividend. However, the Companyʼs shares held by its Danone Spain subsidiary
carry the right to receive a dividend.
(c) The Shareholders' Meetings of April 29, 2014 and April 29, 2015 decided that each shareholder could choose to receive payment of the dividend in cash or in
DANONE shares. The amount of the dividend paid in cash corresponded to the dividend paid to those shareholders who did not opt for payment in shares.
Dividends forfeited to the French State
In accordance with the law, dividends that have not been claimed within five years revert to the French State.
7.6 VOTING RIGHTS, CROSSING OF THRESHOLDS
Voting rights
Double voting rights
The Extraordinary Shareholders' Meeting of October 18, 1935 decided
to include in the Company's by-laws, the grant of double voting rights,
under the conditions provided by law, in relation to the portion of
the share capital that they represent, to all fully paid-up shares for
which evidence is provided that they have been registered in the
name of the same shareholder for at least two years, as well as – in
the event of a capital increase through capitalization of reserves,
earnings or additional paid-in capital – to registered shares granted
free of charge to a shareholder in consideration of existing shares in
respect of which he enjoys said rights. This statutory double voting
right has been maintained since its creation in 1935 and coexists,
in the same conditions, with the one created by the law 2014-384 of
March 29, 2014, said “Florange Law”; nor the Board of Directors of
Danone nor its shareholders have proposed its suppression when
the legal double voting right for public companies was instituted.
Double voting rights cease in the event of a transfer or conversion into
bearer shares, unless otherwise provided for by law. Double voting
right may moreover be deleted by an extraordinary Shareholders'
Meeting's decision and after ratification by the Special Shareholders'
Meeting gathering all double voting right beneficiaries. A merger
with another company shall not affect double voting rights, which
can be exercised within the absorbing company if its by-laws have
instituted this procedure.
Limitation on voting rights at Shareholders' Meeting
Principle of limitations on voting rights
The Extraordinary Shareholders' Meeting of September 30, 1992 de-
cided to create, within Danone's by-laws, a clause limiting the voting
rights, considering the weak participation rate of shareholders at
Meetings, and so as to avoid that a shareholders exercise toomuch of
an influence of realise a takeover by stealth of the Company. Hence,
the by-laws provide that, at Shareholders' Meetings, no shareholder
may cast more than 6% of the total number of voting rights attached
to the Company's shares in his or her own right or through proxy
(
mandataire
), in respect of single voting rights attached to shares
which he or she holds directly and indirectly and of powers which
have been granted to him or her. Nevertheless, if, additionally, he
or she enjoys double voting rights in a personal capacity and/or in
the capacity of agent, the limit set above may be exceeded by taking
into account only the extra voting rights resulting therefrom. In
such a case, the total voting rights that he or she represents shall
not exceed 12% of the total number of voting rights attached to the
Company's shares.
In accordance with Article 26 II of the Company's by-laws, this
limitation applies when:
•
the total number of voting rights taken into account is calculated
as of the date of the Shareholders' Meeting and is brought to the
attention of shareholders at the opening of the Shareholders'
Meeting;
•
the number of voting rights held directly and indirectly refers
particularly to those attached to shares held personally by a
shareholder, shares held by a corporation he or she controls
within the meaning of Article L. 233-3 of the French commercial
code and shares assimilated with shares held, as defined by the
provisions of Articles L. 233-7 et seq. of the French commercial
code;
•
in respect of voting rights used by theChairman of the Shareholders'
Meeting, those attached to shares for which a proxy form has
been returned to the Company without naming a proxy and
which, individually, do not violate the applicable limitations, are
not taken into account.
This limitation of voting rights at Shareholders' Meetings was im-
plemented by the Company in respect of the MFS group (see section
7.7
Share ownership structure as of December 31, 2015 and significant
changes over the last three fiscal years
for more information on the
interest held by the MFS group in the Company's share capital).