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2012 Registration Document

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2012 Registration Document Table of contents 1. Selected financial information, information 6. Corporate governance 141 about the issuer, references and definitions 3 6.1 Board of Directors........................................................................................................142 1.1 Selected financial information ..................................................................................4 6.2 Audit Committee..........................................................................................................149 1.2 Information about the issuer......................................................................................5 6.3 Nomination and Compensation Committee .............................................151 1.3 References and definitions ..........................................................................................6 6.4 Social Responsibility Committee .......................................................................153 6.5 Powers of the Chief Executive Officer .............................................................154 2. Overview of activities, risk factors 7 6.6 Executive Committee ................................................................................................155 6.7 Application of the AFEP-MEDEF Corporate Governance 2.1 History.......................................................................................................................................8 Code for listed companies......................................................................................155 2.2 Presentation of the Group............................................................................................9 6.8 Additional information.............................................................................................155 2.3 Description and strategy of the Divisions .......................................................10 6.9 Information on transactions entered into with members 2.4 Group strategic development priorities...........................................................11 of the Company’s Administrative, Management and 2.5 Other elements related to the Group’s activity and organization.........12 Supervisory bodies .....................................................................................................156 2.6 Simplified organization chart..................................................................................17 6.10 Compensation and benefits paid to executives.......................................156 2.7 Risk factors...........................................................................................................................17 6.11 Internal control and risk management ..........................................................166 3. Danone’s business highlights in 2012 and 7. Social, societal and environmental outlook for 2013 29 responsibility 173 3.1 Business highlights in 2012 ......................................................................................30 7.1 Danone social, societal and environmental approach.........................174 3.2 Consolidated net income review..........................................................................32 7.2 Information concerning the Group social, societal and environ- 3.3 Free cash-flow ...................................................................................................................38 mental performance in compliance with the Grenelle II law ...........177 3.4 Balance sheet and financial security review ..................................................40 7.3 Other information related to the Group social, societal 3.5 Outlook for 2013..............................................................................................................44 and environmental responsibility .....................................................................200 3.6 Financial indicators not defined by IFRS ..........................................................47 4. Consolidated financial statements 49 8. Share capital and share ownership 211 8.1 Share capital....................................................................................................................212 4.1 Consolidated financial statements and Notes to the 8.2 Treasury shares and DANONE call options held by the consolidated financial statements.......................................................................50 Company and its subsidiaries ..............................................................................213 4.2 Statutory auditors’ report on the consolidated financial 8.3 Authorization to issue securities that give access to the statements........................................................................................................................107 share capital.....................................................................................................................216 4.3 Fees paid by the Group to the Statutory auditors and 8.4 Financial instruments not representing capital........................................219 members of their network .....................................................................................108 8.5 Dividends paid by the Company .......................................................................219 5. Financial statements of the parent company 8.6 Voting rights, crossing of thresholds ...............................................................220 Danone and other corporate documents 109 8.7 Share ownership structure as of December 31, 2012 and significant changes over the last three fiscal years.................................222 5.1 Financial statements of the parent company Danone.........................110 8.8 Market for the Company’s shares ......................................................................224 5.2 Notes to the financial statements of the parent company 8.9 Factors that might have an impact in the event of a tender offer .....225 Danone ...............................................................................................................................112 8.10 Change in control ........................................................................................................226 5.3 Statutory auditor’s report on the Danone parent company’s annual financial statements ..................................................................................124 9. Combined Shareholders’ Meeting 5.4 Related party transactions .....................................................................................125 of April 25, 2013 227 5.5 Information originating from third parties, expert opinions 9.1 Shareholders’ Meetings............................................................................................228 and declarations of interest...................................................................................139 9.2 Draft resolutions presented at the Shareholders’ Meeting ...............228 9.3 Comments on the resolutions submitted to the Shareholders’ Meeting ..............................................................................................................................237 9.4 Special reports of the Statutory auditors presented at the Shareholders’ Meeting..............................................................................................254 10. Information on the Registration Document 259 10.1 Incorporation by reference ....................................................................................260 10.2 Persons responsible for the Registration Document ............................261 10.3 Cross-reference tables...............................................................................................262 11. Appendix 267 11.1 Documents available to the public...................................................................268 11.2 Positions and responsibilities of the Directors and nominees to the Board of Directors .........................................................................................269 Registration Document 2012 Annual Financial Report This Registration Document includes all the items of the Annual Financial Report. The French language version of this Registration Document (Document de Référence) was filed with the French financial markets authority (Autorité des marchés financiers, or AMF) on March 19, 2013, pursuant to Article 212-13 of its general regulations. This Registration Document may be used in support of a financial transaction if supplemented by a Securities prospectus (Note d’opération) authorized by the AMF. This Registration Document was prepared by the issuer and its signatories are liable for its contents. This is a free translation into English for information purposes only. Copies of this Registration Document are available from Danone at: 17, boulevard Haussmann – 75009 Paris, on Danone’s website: www.danone.com and on the website of the Autorité des marchés financiers: www.amf-france.org. Registration Document 2012 | Danone 1 2 Danone | Registration Document 2012 Selected financial information, information about the issuer, 1 references and definitions 1.1 Selected financial information 4 1.2 Information about the issuer 5 Legal name and trade name..................................................................................................................................................................................................................................................................5 Registration number in the Register of commerce and companies ............................................................................................................................................................................5
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