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Registration Document 2EGISTRATIONß$OCUMENT DANONE 15 124 2EGISTRATIONß$OCUMENTß 4 658 844 7 45 213 20 113 8 45 8 8 995 475 87 787 9 784 9 654 8 457 854 4 987 874 98 544 98 654 124 9 784 4 55 457 15 1 112 015 78 854 451 124 Regulations 10 541 10 07 474 45 154 5 154 Estimate Estimate 58 954 58 32 154 54 565 658 32 154 32 113 32 154 78 789 78 8 954 8 45 213 20 Research 457 8 8 995 451 Group Profits 475 Accounts 87 787 20 11 784 9 ment 112 1 Manage 654 10 541 Markets 23 854 213 7 Estimates 8 45 45 45 Procedures 658 78 789 98 544Reference 4 Com mit 987 874 844 s tee 544 98 654 rs rs 124 9 784 ito Comp any e Aud Activities ens 78 789 Lic Fiscal years Equity 8 995 8 554 554 457 Evolution 15 1 112 78 Plants Dividen Employees Patents ds 015 451 578 Finance 854 Proper Trends Regula ty Statem Meeting 541 10 Equity 474 ents 45 154 Assets 5 154 Meeting Estimate Estimate 58 954 58 32 154 Equipment Shareholders tions 47 897 47 54 565 Treasur y 451 015 451 Capital expenditure Capital Income 857 Contracts 32 8 954 Governance 32 154 1 112 1 154 658 789 78 8 954 8 10 541 10 Investments Research 5 154 5 451 658 Group Profits Accounts 20 agement 1 1 10 541 Man Markets 11 23 12 Estimates 45 213 45 Procedures 658 78 789 98 544Reference Committee s Company e Auditors Auditors ens Fiscal years Activities 78 789 Lic Equity 554 995 8 Groupe DANONE - 15, rue du Helder - 75 439 Paris Cedex 09 - Visitors: 17, boulevard Haussmann - 75 009 Paris - Tel: + 33 (0) 1 Evolution 15 Investor Relations: +33 1 44 35 20 76 - Free shareholders number: 0800 320 323 (free from land lines in continental France) nts Plants Dividends Employees Pate 578 Finance Property Financial information: www.finance.danone.com - www.danone.com Trends Sta Meeting Equity tement ers Assets 19935 DANONE COUV indd 2 Meeting s 44 35 20 20 07 Equipment Sharehold 47 897 47 Treasu 451 015 451 ry DANONE Inc 8 954 857 Contracts ome 1 112 1 658 10 541 10 Investments 658 4/04/08 15:27:27 WorldReginfo - bedf7e6b-75bf-4896-9fe8-3df9dbe54172 1 PERSONS RESPONSIBLE 2 16 ORGANIZATION OF THE ADMINISTRATIVE 1.1 Person Responsible for The Registration Document 2 AND GOVERNING BODIES 55 1.2 Statement by the Person Responsible for the Registration Document 2 16.1 Directors’ Terms of Offi ce 55 16.2 Service Contracts 55 16.3 Audit Committee, Nomination and Compensation Committee 2 STATUTORY AUDITORS 3 and Social Responsibility Committee 55 16.4 Corporate Governance 57 3 SELECTED FINANCIAL INFORMATION 4 16.5 Conditions for the Preparation and Organization of the Board of Director’s Activities 58 16.6 Summary of the Internal Controls and Procedures Established 4 RISK FACTORS 6 by the Company 59 4.1 Risk Identifi cation and Control Policy 6 16.7 Statutory Auditor’s Report 62 4.2 Risks Inherent to the Business Activity 6 4.3 Legal Risks 9 17 EMPLOYEES 63 4.4 Industrial Risks 9 17.1 Human Resources and Social Responsibility 63 4.5 Risks Related to the Environment 10 17.2 Profi t Sharing and Stock Option Plans 67 4.6 Financial Market Risks 11 17.3 Employee Share Ownership 71 4.7 Insurance and Risk Coverage 11 18 PRINCIPAL SHAREHOLDERS 72 5 COMPANY INFORMATION 13 18.1 Company Shareholding as of December 31, 2007 5.1 Company History and Evolution 13 and Signifi cant Changes over the Last Three Fiscal Years 72 5.2 Investments 15 18.2 Voting Rights 74 18.3 Change in Corporate Control 74 6 OVERVIEW OF BUSINESS ACTIVITIES 17 18.4 Market for Company’s Securities 75 18.5 Investments in Listed Companies 76 6.1 Principal Business Activities of the Group 17 6.2 Principal Markets 22 19 RELATED PARTY TRANSACTIONS 77 7 ORGANIZATIONAL CHART 27 7.1 Group Description 27 20 FINANCIAL INFORMATION CONCERNING 7.2 Simplifi ed Organizational Structure THE ASSETS, FINANCIAL POSITION, of The Group as of December 31, 2007 27 AND RESULTS OF THE COMPANY 78 20.1 Consolidated Documents 79 8 PROPERTY, PLANT AND EQUIPMENTS 30 20.2 Corporate Documents 130 8.1 Main Production Sites 30 20.3 Dividend Distribution Policy 153 8.2 Environment and Safety 30 20.4 Legal and Arbitration Proceedings 154 20.5 Signifi cant Change in the Financial or Commercial Position 154 9 OPERATING AND FINANCIAL REVIEW 31 9.1 Financial Position 32 21 ADDITIONAL INFORMATION 155 9.2 Operating Income 37 21.1 Share Capital 155 21.2 Incorporation Documents and Bylaws 160 10 LIQUIDITY AND CAPITAL RESOURCES 38 10.1 Net Debt 38 22 IMPORTANT CONTRACTS 163 10.2 Cash Flows 39 10.3 Financing Structure 41 23 INFORMATION ORIGINATING FROM THIRD 10.4 Contractual Obligations and Off-Balance Sheet Commitments 42 PARTIES, EXPERT DECLARATIONS AND DECLARATIONS OF INTEREST 164 11 RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 43 24 DOCUMENTS AVAILABLE TO THE PUBLIC 165 12 TREND INFORMATION 45 25 INFORMATION REGARDING COMPANY EQUITY INTERESTS 167 13 PROFIT FORECASTS OR ESTIMATES 46 A APPENDICES TO THE ORDINARY SHAREHOLDERS 14 ADMINISTRATIVE, MANAGEMENT, AND MEETING OF APRIL 29, 2008 168 SUPERVISORY BODIES, AND SENIOR MANAGEMENT 47 A.1 Draft of Resolutions presented at the Ordinary Shareholders’ Meeting of April 29, 2008 169 14.1 Composition of the Board of Directors and of the Executive Committee 47 A.2 Statutory Auditors’ Supplemental Report presented at the Shareholders’ 14.2 Confl icts of Interests 49 Meeting of April 29, 2008 174 A.3 Positions and Responsibilities of the Directors and the Nominees 15 REMUNERATION AND BENEFITS 50 to the Board Of Directors 175 15.1 Remuneration paid out during the Fiscal Year 50 15.2 Retirement Benefi ts 51 RECONCILIATION TABLE 191 15.3 Information on Transactions carried out with Members Design and Production: of the Administrative, Management, and Supervisory Bodies 52 WorldReginfo - bedf7e6b-75bf-4896-9fe8-3df9dbe54172 GROUPE DANONE Registration Document 2007 The French language version of this Document de Référence (Registration Document) was fi led with the Autorité des Marchés Financiers on March 26, 2008, pursuant to article 212-13 of its General Regulations. This Registration Document may be used in support of a fi nancing transaction if supplemented by a note d’opération (or offering memorandum) approved by the Autorité des Marchés Financiers. Copies of this Registration Document are available from Groupe Danone at 17, boulevard Haussmann 75009 Paris, France and on Groupe Danone’s website at: www.danone.com as well as on the website of the Autorité des Marchés Financiers at: www.amf-france.org This is a free translation into English for information purposes only GROUPE DANONE - Registration Document 2007 & 1 WorldReginfo - bedf7e6b-75bf-4896-9fe8-3df9dbe54172 1 PERSONS RESPONSIBLE This is a free translation into English for information purposes only 1.1 Person Responsible for The Registration Document Mr. Franck RIBOUD Chief Executive Offi cer Groupe Danone 1.2 Statement by the Person Responsible for the Registration Document This is a free translation into English of the Chief Executive Officer’s statement issued in French, and is provided solely for the convenience of English-speaking readers. We hereby certify, after having taken all reasonable measures Company and all companies within its scope of consolidation, as thereto, that to the best of our knowledge all of the information well as a description of the principal risks and uncertainties that in this registration document is accurate, and that no information they face. liable to alter its scope has been omitted. The statutory auditors have provided us with a letter (lettre de fi n We certify that, to our knowledge, the fi nancial statements in this de travaux) stating that their work has been completed, and in document are prepared in accordance with applicable accounting which they indicate that they have verifi ed the information included standards and provide a faithful representation of the assets, the in this registration document relative to the fi nancial situation and fi nancial situation, and results of the Company and all companies the fi nancial statements, and have read this registration document within its scope of consolidation, and that the management report in its entirety. attached to this document presents a faithful representation of The Chief Executive Offi cer, the evolution of the business, results and fi nancial position of the Franck RIBOUD 2 & Registration Document 2007 - GROUPE DANONE WorldReginfo - bedf7e6b-75bf-4896-9fe8-3df9dbe54172 2 STATUTORY AUDITORS STATUTORY AUDITORS MAZARS & GUÉRARD PRICEWATERHOUSECOOPERS AUDIT Member of the Compagnie Régionale Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles des Commissaires aux Comptes de Versailles 61, rue Henri-Regnault 63, rue de Villiers 92400 Courbevoie, France 92208 Neuilly-sur-Seine Cedex, France Represented by Thierry COLIN and Dominique MULLER Represented by Éric BULLE and Olivier LOTZ START DATE OF FIRST TERM OF OFFICE May 21, 1992 May 21, 1992 EXPIRATION DATE OF TERM OF OFFICE Date of the Shareholders’ Meeting deliberating on the fi nancial Date of the Shareholders’ Meeting deliberating on the fi nancial statements for the fi scal year ended on December 31, 2009 statements for the fi scal year ended on December 31, 2009 SUBSTITUTE STATUTORY AUDITORS Patrick de CAMBOURG Anne MONTEIL 61, rue Henri-Regnault 63, rue de Villiers 92400 Courbevoie, France 92208 Neuilly-sur-Seine Cedex, France START DATE OF FIRST TERM OF OFFICE April 15, 2004 April 15, 2004 EXPIRATION DATE OF TERM OF OFFICE Date of the Shareholders’ Meeting deliberating on the fi nancial Date of the Shareholders’ Meeting deliberating on the fi nancial statements for the fi scal year ended on December 31, 2009 statements for the fi scal year ended on December 31, 2009 GROUPE
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