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Combined Shareholders' Meeting of April 28, 2016
8.2 Draft resolutions presented at the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
327
Twelfth resolution
(Approval of the undertakings referred to in
Article L.225-42-1 of the French commercial code
regarding Mr. Emmanuel FABER's severance
package in certain cases of termination of his
office)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the Board of Directors' report and the special report of
the Statutory auditors concerning the related-party transactions,
approves the undertakings referred to in Article L.225-42-1 of the
French commercial code and relating to the severance package
in certain cases of termination of Mr. Emmanuel FABER's term of
office mentioned in such reports.
Thirteenth resolution
(Approval of the undertakings referred to in
Articles L.225-22-1 and L.225-42-1 of the French
commercial code regarding Mr. Emmanuel
FABER's retirement commitments)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the Board of Directors' report and the special report of
the Statutory auditors concerning the related-party transactions,
approves the conditional future rights that would be granted to Mr.
Emmanuel FABER, as from the renewal of his term of office by this
Shareholders' Meeting, in connection with defined benefit retirement
obligations that satisfy the characteristics of plans mentioned in
Article L.137-11 of the French social security code and are subject
to the provisions of Articles L. 225-22 and L. 225-42-1 of the French
commercial code, as stated in such reports.
Fourteenth resolution
(Advisory opinion on the components of
compensation due or awarded for the fiscal year
ended December 31, 2015 to Mr. Franck RIBOUD,
Chairman of the Board of Directors)
The Shareholders' Meeting, consulted pursuant to the AFEP-MEDEF
corporate governance code for listed companies, acting under the
conditions of quorumandmajority required for ordinary shareholders'
meetings, having reviewed the Board of Directors' report, issues a
favorable opinion on the components of compensation due or awarded
for the fiscal year ended December 31, 2015, to Mr. Franck RIBOUD,
Chairman of the Board of Directors, as presented in such report.
Fifteenth resolution
(Advisory opinion on the components of
compensation due or awarded for the fiscal year
ended December 31, 2015 to Mr. Emmanuel FABER,
Chief Executive Officer)
The Shareholders' Meeting, consulted pursuant to the AFEP-MEDEF
corporate governance code for listed companies, acting under the
conditions of quorumandmajority required for ordinary shareholders'
meetings, having reviewed the Board of Directors' report, issues a
favorable opinion on the components of compensation due or awarded
for the fiscal year ended December 31, 2015 toMr. Emmanuel FABER,
Chief Executive Officer, as presented in such report.
Sixteenth resolution
(Authorization granted to the Board of Directors
to purchase, retain or transfer Company' shares)
The Shareholders' Meeting, acting under the conditions of quorum
and majority required for ordinary shareholders' meetings, having
reviewed the Board of Directors' report and the description of the
program established in accordance with Articles 241-1 et seq. of
the general regulations of the French Financial Markets Authority:
1.
Authorizes the Board of Directors to purchase, retain or transfer
the Company's shares, on one or more occasions, within the
context of a share repurchase program, pursuant to the pro-
visions of Articles L.225-209 et seq. of the French commercial
code and European Regulation 2273/2003 of December 22, 2003
implementing European Directive 2003/6/EC of January 28, 2003.
The Company may repurchase its own shares for any of the
following purposes:
•
the allocation of shares with respect to the exercise of stock
purchase options by employees and/or corporate officers of
the Company and of companies or economic interest groups
related to it pursuant to applicable legal and regulatory
provisions;
•
the implementation of any plan for the allocation of shares
subject to performance conditions to employees and/or cor-
porate officers of the Company and of companies or economic
interest groups related to it pursuant to applicable legal and
regulatory provisions;
•
the sale of shares to employees (either directly or through
employee savingsmutual funds) within the context of employee
shareholding plans or company savings plans;
•
the delivery of shares upon the exercise of rights attached
to securities giving access to the Company's share capital;
•
the later delivery of shares as payment or for exchange in the
context of external growth transactions;
•
the cancelation of shareswithin themaximumlegal limit; and/or
•
supporting the market for the shares pursuant to a liquidity
contract concluded with an investment service provider in
accordance with the Ethical Charter recognized by the French
Financial Markets Authority.
Within the limits permitted by applicable regulations, the shares
may be acquired, sold, exchanged or transferred, in whole or
in part as the case may be, on one or more occasions, by any
means on any stock markets, including multilateral trading
facilities (MTF) or via a systematic internalizer or over the
counter, including by acquisition or disposal of blocks of shares
(without limiting the portion of the share repurchase program
that may be completed this way). These means include the use
of any financial contract or instrument (including in particular
any future or any option) except the sale of put options, in the
conditions set out by applicable regulations.
2.
Decides that these transactions may be completed at any time,
except during the period of a public tender offer on the Compa-
ny's shares, and within the limits allowed by applicable regula-
tions.
3.
Decides that the maximum purchase price may not exceed €75
per share (excluding acquisition costs).
In the event of a capital increase by incorporation of premiums,
reserves or earnings through free allocations of shares or in
the event of a stock split or a reverse stock split or any other