DANONE - Registration document 2015

334 / 364

Combined Shareholders' Meeting of April 28, 2016
8.3 Comments on the resolutions of the Shareholders' Meeting
DANONE REGISTRATION DOCUMENT 2015 334
Approval of agreements and commitments referred to in the Statutory auditors' special report
(11 thto 13 thresolutions)
We are asking you to approve the regulated agreements and com-
mitments referred to in Articles L. 225-38 et seq. of the French
commercial code, which were authorized by the Board of Directors
and are presented below.
It should be noted that only new agreements and commitments are
submitted to the Shareholders' Meeting for a vote. However, for infor-
mation purposes, the Statutory auditors' special report (that appears
above in section 6.5 Statutory auditors' special report on related party
agreementsandcommitments describes agreements and commitments
authorized in previous years and that carried over to 2015 and were
reviewed by the Board at its February 22, 2016 meeting. The Board
strives to keep shareholders well informed as to the execution of
regulated agreements authorized in previous years and that remain
in effect in the future.
Approval of the reallocation of resources in
connection with the danone.communities project
(11thresolution)
You are asked, first, to approve the new agreement on the reallocation
by Danone of its resources used to fund the danone.communities
project, authorized by the Board in 2014 and entered into in 2015.
OnDecember 11, 2014, theBoard of Directors (withMr. FranckRIBOUD
and Mr. Emmanuel FABER abstaining) unanimously authorized the
Company to sign an agreement with the danone.communitiesmutual
investment fund (Société d'Investissement à Capital Variable – SICAV) in
order to reallocate a portion of its investment in danone.communities
by reducing its investment in the SICAV in order to increase by the same
amount its investment in the specialized professional investment fund
(FondsProfessionnelSpécialisé –FPS),formerlythedanone.communities
venture capital fund (Fonds Commun de Placement à Risque – FCPR).
This reallocationmakes it possible to provide the FPS with additional
resources that can be used to pursue existing projects and develop
new ones by replicating existingmodels without increasing Danone's
overall commitment to danone.communities.
Based on this authorization, on June 12, 2015 the Company signed a
memorandum of agreement with the danone.communities SICAV in
order to lay the groundwork for the transactions that would implement
this reallocation. Pursuant to this agreement, Danone completed the
following transactions in June and July 2015:
• partial divestment from the SICAV through the SICAV's purchase
of shares held by Danone at their net asset value, in accordance
with the SICAV by-laws, for a total of €11.4 million;
• acquisition of existing shares in the FPS from the SICAV at a price
equal to the net asset value for a total amount of €1.4 million;
• subscription of new shares in the danone.communities FPS at
a price based on the most recent audited net asset value as of
December 31, 2014, adjusted for fund-raising calls, for a total
amount of €6.1 million;
• reinvestment in the danone.communities SICAV of the balance
of the amounts obtained by the Company in connection with the
abovementionedpartialdivestmentforatotalamountof€3.8million.
As of December 31, 2015 and following these transactions, Danone
owns approximately 17% of the share capital in the SICAV and 63.6%
of the share capital of the FPS.
It should be noted that the FPS shares are not fully paid in (current
paid-in ratio of 68.2%) and that the Company has therefore pledged to
pay in the outstanding amount on the shares it owns, when called by
the FPS, which represents a maximum total amount of €3.7 million.
In that regard, thememorandumof agreement reached between the
SICAV andDanonemakes reference toDanone's right to be reimbursed
for the value of the shares it owns in order to pay for fund calls with
respect to the unpaid shares it owns in the FPS.
Lastly, the governance of danone.communities was not affected by
these transactions, and in particular the management of the SICAV
and FPS continues to be performed by independent management
companies.
The danone.communities project, which was approved at the
Shareholders' Meeting of April 26, 2007, is described in section 5.3
Funds sponsored by Danone .
Approval of severance pay for Mr. Emmanuel FABER
in certain cases of termination of his term of
office (12thresolution)
In light of the reappointment of Mr. Emmanuel FABER, Chief Executive
Officer, for another termas Director, it is your responsibility to vote on
the renewal of his severance pay in the event he ceases to exercise
his functions.
On September 2, 2014, in connection with the separation of the
offices of Chairman of the Board of Directors and Chief Executive
Officer and Mr. Emmanuel FABER's appointment as Chief Executive
Officer, the Board of Directors (excluding Mr. Emmanuel FABERwho
abstained fromvoting) decided that his rights to severance pay should
remain unchanged (as decided by the Board of Directors' meeting on
February 18, 2013 and approved by the 2013 Shareholders' Meeting).
This severance pay was approved by the 2015 Shareholders' Meeting.
In view of renewal of Mr. Emmanuel FABER as Chief Executive
Officer, on February 22, 2016, the Board of Directors, acting on the
recommendation of the Nomination and Compensation Committee,
voted unanimously (with Mr. Emmanuel FABER abstaining) to keep
Mr. FABER's severance pay identical to the benefit approved by the
2015 Shareholders' Meeting.
The severance pay maintained by the Board meeting of February 22,
2016 is described above in section 6.5 Statutory auditors' special report
on related party agreements and commitments.
Approval of Mr. Emmanuel FABER's retirement
benefits (13thresolution)
In light of the reappointment of Mr. Emmanuel FABER, Chief Executive
Officer, for another term as Director, it is your responsibility to vote
on the Company's defined benefit retirement plan for Mr. Emmanuel
FABER at the April 28, 2016 Shareholders' Meeting.
In accordance with the provisions of Article L. 225-42-1 of the French
commercial code introduced by law No. 2015-990 of August 6, 2015
(Macron law), if a corporate officer's term is renewed, future condi-
tional rights on behalf of the corporate officer involving defined benefit
retirement plans covered by Article L. 137-11 of the French social
security code and subject to the provisions of Articles L. 225-22 and
L. 225-42-1 of the French commercial codemust be submitted to the
Shareholders' Meeting, which votes on this renewal.
Mr. Emmanuel FABER is eligible to participate in the “GroupDirectors'
retirement plan” established by Danone in 1976 in the context of
measures aimed at retaining senior executives, and closed to new