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Combined Shareholders' Meeting of April 28, 2016
8.4 Special report of the Statutory auditors to the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
345
6. Impact in terms of dilution/ownership of the Company's
share capital
The Board wishes to point out that Danone's policy concerning
authorizations to grant stock-options and performance shares has
always had a limited impact in terms of the dilution/ownership of
share capital.
Thus:
•
the outstanding number of stock-options net yet exercised as
of December 31, 2015 totaled 5,688,697 options, or 0.88% of the
share capital;
•
as of December 31, 2015, the outstanding number of performance
shares granted but not yet definitively vested totaled 1,987,707
shares, or 0.30% of the share capital;
•
the number of shares that may be issued through allocations of
performance shares under this resolution may not exceed 0.2%
of the share capital;
which represents a total of around 1,38% of the share capital.
8.4 SPECIAL REPORT OF THE STATUTORY AUDITORS
TO THE SHAREHOLDERS' MEETING
Combined Shareholders' Meeting of April 28, 2016 (17
th
resolution)
Statutory auditors' report on the authorization to freely allocate existing shares
or shares to be issued
This is a free translation into English of the Statutory auditors' report issued in the French language and is provided solely for the convenience
of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
To the Shareholders,
In our capacity as Statutory auditors of your Company, and in execution of our assignment pursuant to Article L. 225-197-1 of the French
commercial code, we hereby present our report on the proposed authorization to freely allocate existing shares or shares to be issued,
to employees or certain categories thereof and to corporate officers of your Company or related companies as defined by Articles L. 225-
197-2 of the French commercial code. You are being asked to vote on this proposed authorization.
Your Board of Directors proposes, based upon its report, that you authorize it to freely allocate existing shares or shares to be issued,
until December 31, 2016.
It is the responsibility of the Board of Directors to prepare a report on this transaction, which it hopes to carry out. Our duty is to provide
you with our observations, if any, on the information thus provided to you on the proposed transaction.
We have performed the due diligence procedures that we deemed necessary in accordance with the professional guidance issued by the
French Institute of Statutory auditors (
Compagnie nationale des Commissaires aux comptes
) for this type of assignment. These procedures
consist in verifying that the methods proposed and disclosed in the Board of Directors' report comply with the statutory requirements.
We have no observation to make regarding the information provided in the Board of Directors' report on the proposed authorization to
freely allocate shares.
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