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Combined Shareholders' Meeting of April 28, 2016
8.1 Shareholders' Meetings
DANONE
REGISTRATION DOCUMENT 2015
324
8.1 SHAREHOLDERS' MEETINGS
The Board of Directors convenes Shareholders' Meetings in accor-
dance with French law.
Meetings shall be held in the town in which the registered office
is located or in any other locality, depending on the decision made
in such regard by the person calling the meeting, and at the venue
specified in the notice of meeting.
When properly convened and constituted, the Shareholders' Meeting
represents all the shareholders. Its resolutions are binding on all,
even dissenting, incompetent, or absent shareholders.
All shareholders may participate to Shareholders' Meetings, re-
gardless of the number of shares held, subject to the loss of rights
incurred under any applicable laws or regulations, subject to proof
of identity and share ownership.
Shareholders may choose between one of the three following
participation options:
•
attend the Meeting in person by requesting an admission card;
•
give a proxy to the Chairman of the Shareholders' Meeting or any
other natural or legal person of their choice; or
•
vote by correspondence.
In accordance with Article R. 225-85 of the French commercial
code, the right to attend the Shareholders' Meeting requires the
registration of the securities in the name of the shareholder or of
the authorized intermediary acting on his/her behalf (pursuant to
the seventh paragraph of Article L. 228-1 of the French commercial
code), on the second business day preceding the Meeting, either
in the Company's registry of registered shares or in the registry
of bearer securities maintained by the authorized intermediary.
In accordance with Article R. 225-85 of the French commercial code,
the registration of securities in the registry of bearer securities
maintained by the authorized intermediary shall be established
by a certificate of participation issued by the intermediary (as the
case may be, by electronic means under the conditions set forth
in Article R. 225-61 of the French commercial code), and attached
to the correspondence voting form, the proxy voting form or of
the request for an admission card completed in the name of the
shareholder or on behalf of the shareholder represented by the
registered intermediary.
Shareholdersmay appoint any individual or legal entity of their choice
as a proxy holder to be represented at a Shareholders' Meeting.
Proxies, as well as any proxy revocations, must be evidenced in
writing and notified to the Company or to its authorized represen-
tative (BNP Paribas Securities Services). Proxies may be revoked in
the same forms as those required for the designation of the proxy
holder, including by electronic means if need be. The owners of
shares that are properly registered in the name of an intermediary
under the conditions provided for in Article L. 228-1 of the French
commercial code may be represented by a registered intermediary
under the conditions provided for in said Article.
Minors and incompetent persons shall be represented by their
legal guardians and trustees, who do not need to be shareholders
themselves. A corporate entity shall be legitimately represented
by any legal representative so entitled or by an individual specially
empowered for said purpose.
The Company's by-laws allow for shareholders to participate in
Shareholders' Meetings through electronic means, and a website
will be specially configured for the Shareholders' Meeting of April 28,
2016, enabling shareholders to vote online before the Meeting. The
electronic signature of the proxy or mail-in voting forms may be
carried out using a procedure consistent with the terms defined in
Articles R. 225-79 (for proxies) and R. 225-77 (for votes by corre-
spondence) of the French commercial code.
Holders of bearer shares may also use the online VOTACCESS
platform for the Shareholders' Meeting of April 28, 2016 (as was
already the case for the Shareholders' Meeting of April 29, 2015).
This facility has been available, since the Shareholders' Meeting of
April 25, 2013, to all shareholders for whom the account-holding
institution has adhered to the VOTACCESS system and, since the
Shareholders' Meeting of April 29, 2014, to all holders of a minimum
of one bearer share. This platform allows holders of bearer shares
to send their voting instructions electronically, request an admission
card and appoints or revokes a proxy, before the Shareholders'
Meeting is held.
Finally, the Board of Directors may decide that any vote cast during
a Shareholders' Meeting may be expressed by videoconference or
by any telecommunication mean enabling the shareholder to be
identified, in accordance with the terms set forth in the applicable
legislation and regulations.
Upon decision of the Board of Directors, the shareholders can follow
the Shareholders' Meeting in real time or in replay during one year
on the Danone's website.
Danone also publishes on its website a report on the Shareholders'
Meeting, including in particular the main presentations to share-
holders.