DANONE - Registration document 2015

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Combined Shareholders' Meeting of April 28, 2016
8.2 Draft resolutions presented at the Shareholders' Meeting
DANONE REGISTRATION DOCUMENT 2015 325
8.2 DRAFT RESOLUTIONS PRESENTED AT THE SHAREHOLDERS' MEETING
The draft resolutions listed hereinafter were approved by the Board
of Directors on February 22, 2016. Additional draft resolutions may
be included in the agenda of the Shareholders' Meeting pursuant to
article L. 225-105 of the French Commercial Code.
The final draft of the resolutions proposed to the Shareholders'
Meeting will be published on the Group's website
and in the notice as specified in article R. 225-81 of the French
Commercial Code.
Resolutions within the authority of the Ordinary Shareholders' Meeting
First resolution
(Approval of the statutory financial statements for
the fiscal year ended December 31, 2015)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the reports of the Board of Directors and of the Statutory
auditors, approves the statutory financial statements of the Company
for the fiscal year ended December 31, 2015, which include the bal-
ance sheet, the income statement and the notes, as presented, and
which show earnings amounting to €2,216,728,877.62, as well as the
transactions reflected therein and summarized in these reports.
Second resolution
(Approval of the consolidated financial statements
for the fiscal year ended December 31, 2015)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the reports of the Board of Directors and of the Statutory
auditors, approves the consolidated financial statements of the
Company for the fiscal year ended December 31, 2015, which include
the balance sheet, the income statement and the notes, as present-
ed, as well as the transactions reflected therein and summarized
in these reports.
Third resolution
(Allocation of earnings for the fiscal year ended
December 31, 2015 and setting of the dividend at
€1.60 per share)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the reports of the Board of Directors and of the Statutory
auditors:
• acknowledges that the earnings for fiscal year 2015 amount to
€2,216,728,877.62;
• acknowledges that retained earnings amount to€2,752,307,994.85;
totaling earnings available for allocation of profits of €4,969,036,872.47;
• decides to allocate the total earnings as follows:
• to dividends in the amount of €1,047,921,920;
• to retained earnings in the amount of €3,921,114,952.47.
The Shareholders' Meeting therefore decides the payment of a
dividend of €1.60 per share.
When paid to individuals domiciled in France for tax purposes, the
dividend is fully eligible for the 40% deduction provided for in Article
158-3.2° of the French tax code.
The ex-dividend date is May 5, 2016 and the dividend will be payable
on May 9, 2016.
In accordance with the provisions of Article L.225-210 of the French
commercial code, the Shareholders' Meeting decides that the amount
of the dividend corresponding to the shares held by the Company on
the payment date will be allocated to the “retained earnings” account.
As a reminder, the dividends distributed for the three previous fiscal
years were as follows:
Fiscal year Number of shares
Dividend distributed per share (a)
(in €)
2012 643,162,000 1.45
2013 631,028,000 1.45 (b)
2014 643,792,000 1.50 (b)
(a) Dividend fully eligible for the 40% deduction provided for in Article 158-3.2° of the French tax code.
(b) The Shareholders' Meeting has offered to each shareholder of the Company the option for the payment of the dividend either in cash or in shares.