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2011 REGISTRATION DOCUMENT.Pdf DANONE Registration Document 11 Annual Financial Report Selected fi nancial information, 6.8 Additional information 187 1 information about the issuer, references 6.9 Information on transactions entered into with and defi nitions 3 members of the Company’s Administrative, Management and Supervisory bodies 187 1.1 Selected fi nancial information 4 6.10 Compensation and benefi ts paid to executives 187 1.2 Information about the issuer 5 6.11 Internal control 198 1.3 References and defi nitions 7 Overview of activities, risk factors 9 Social, societal and environmental 2 7 responsibility 207 2.1 History 10 7.1 Group employees 208 2.2 Presentation of the Group 11 7.2 Employee benefi ts 209 Table of contents Table 2.3 Description and strategy of the Divisions 12 7.3 Employee dialogue, health and safety, training 2.4 Group strategic development priorities 14 and development 215 2.5 Other points related to the Group’s activity 7.4 Corporate social and societal responsibility 217 and organization 16 7.5 Environmental responsibility 222 2.6 Simplifi ed organization chart 23 2.7 Risk factors 23 8 Share capital and share ownership 227 Danone’s business highlights in 2011 8.1 Share capital 228 and outlook for 2012 37 8.2 Treasury shares held by the Company and 3 its subsidiaries 229 3.1 Business highlights in 2011 38 8.3 DANONE call options held by the Company 231 3.2 Consolidated net income review 43 8.4 Authorization to issue securities that confer 3.3 Free cash fl ow 50 a right to the share capital 232 3.4 Balance sheet and fi nancial security review 54 8.5 Securities not representing capital 235 3.5 Outlook for 2012 59 8.6 Dividends paid by the Company 235 3.6 Financial indicators not defi ned by IFRS 62 8.7 Voting rights, crossing of thresholds 236 8.8 Share ownership structure as of December 31, Consolidated fi nancial statements 63 2011 and signifi cant changes over the last three 4 fi scal years 238 4.1 Consolidated fi nancial statements and Notes 8.9 Market for the Company’s shares 241 to the consolidated fi nancial statements 64 8.10 Factors that might have an impact in the event of 4.2 Statutory Auditors’ report on the consolidated a tender offer 242 fi nancial statements 134 8.11 Change in control 243 4.3 Fees paid by the Group to the Statutory Auditors and members of their network 136 Combined Shareholders’ General Meeting of April 26, 2012 245 Financial statements 9 of the parent company Danone 9.1 Shareholders’ General Meetings 246 5 and other corporate documents 137 9.2 Draft of resolutions presented at the Combined Shareholders’ General Meeting of April 26, 2012 247 5.1 Financial statements of the parent company Danone 138 9.3 Comments on the resolutions submitted 5.2 Notes to the fi nancial statements of the parent to the Shareholders’ General Meeting 253 company Danone 140 9.4 Report of the Statutory Auditors presented 5.3 Statutory Auditor’s report on the annual fi nancial at the Shareholders’ General Meeting of April 26, statements 153 2012 260 5.4 Related party transactions 155 5.5 Information originating from third parties, expert opinions and declarations of interest 167 Information on 10 the Registration Document 261 Corporate governance 169 10.1 Incorporation by reference 262 6 10.2 Persons responsible for the Registration Document 263 6.1 Board of Directors 170 10.3 Cross-Reference Tables 264 6.2 Audit Committee 178 6.3 Nomination and Compensation Committee 180 Appendix 269 6.4 Social Responsibility Committee 183 11 6.5 Powers of the Chief Executive Offi cer 185 11.1 Documents available to the public 270 6.6 Executive Committee 186 11.2 Positions and responsibilities of the Directors and nominees to the Board of Directors 271 6.7 Application of the AFEP-MEDEF Corporate Governance Code for listed companies 186 Registration Document 2011 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 21, 2012, pursuant to Article 212-13 of the AMF’s 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 Autorité des marchés financiers. 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 DANONE - Registration Document 2011 1 2 Registration Document 2011 - DANONE 1 1 Selected fi nancial information, information about the issuer, references and defi nitions 1.1 Selected fi nancial information 4 Date of incorporation and term of the Company 5 Registered offi ce 5 Legal form and applicable law 5 1.2 Information about the issuer 5 Corporate purpose 6 Statutory Auditors 6 Legal name and trade name 5 Registration number in the Register of commerce and companies 5 1.3 References and defi nitions 7 DANONE - Registration Document 2011 3 1 Selected fi nancial information, information about the issuer, references and defi nitions Selected fi nancial information 1.1 Selected fi nancial information The fi nancial information presented below is extracted from Section 3 Danone’s business highlights in 2011 and outlook for 2012 and from the Danone group’s consolidated fi nancial statements prepared in accordance with International Financial Reporting Standards (IFRS). Consolidated fi nancial statements and Notes to the consolidated fi nancial statements are presented in Section 4 Consolidated financial statements. 2009 2010 (1) 2011 Sales (2) 14, 982 17,010 19,318 Like for like growth (3) +3. 2% +6. 9% +7. 8% Trading operating income (3) 2,294 2,597 2,843 Trading operating margin (2) (3) 15. 31% 15. 27% 14. 72% Like for like growth (3) +61 bp +3 bp +20 bp Net income (2) 1,521 2,040 1,855 Earnings per share - Group share (4) 2. 41 3. 05 2.77 Underlying diluted earnings per share (4) (3) 2. 50 2. 72 2.89 Free cash fl ow (2) (3) 1,427 1,713 1,874 Sales (2) Free cash fl ow (2) (3) In € millions 19,318 In € millions 20,000 2,000 1,874 17,010 1,713 15,220 14,982 1,427 15,000 12,776 1,500 1,183 10,000 1,000 884 5,000 500 0 0 2007 2008 2009 2010 2011 2007 2008 2009 2010 2011 (1) 2010 consolidated financial statements have been restated as described in Note 2 of the Notes to the consolidated financial statements. (2) In € millions. (3) Financial indicator not defined by IFRS, see definition Section 3.6 Financial indicators not defined by IFRS. (4) In € per share. 4 Registration Document 2011 - DANONE Selected fi nancial information, information about the issuer, references and defi nitions 1 Information about the issuer 1.2 Information about the issuer 1 Legal name and trade name The Company’s legal name is “Danone” (hereafter the “Company”), having been changed by the Shareholders’ General Meeting of April 23, 2009 from “Groupe Danone”. Registration number in the Register of commerce and companies The Company is registered in the Paris Register of commerce and companies under number 552 032 534. The Company’s APE Industry Code is 7010Z, which corresponds to the activity of registered offi ces. Date of incorporation and term of the Company The Company was incorporated on February 2, 1899. The Extraordinary Shareholders’ General Meeting of December 13, 1941 extended the term of the Company through December 13, 2040. Registered offi ce The Company’s registered offi ce is located at 17, boulevard Haussmann, in Paris (75009), France. The telephone number of the registered offi ce is +33 (0) 1 44 35 20 20. Legal form and applicable law The Company, a French corporation (société anonyme) with a Board of Directors, is subject to the provisions of Book II of the French Commercial Code. DANONE - Registration Document 2011 5 1 Selected fi nancial information, information about the issuer, references and defi nitions Information about the issuer Corporate purpose In accordance with Article 2 of Danone’s by-laws, the purpose of connection whatsoever to the Company in the fulfi lment of its the Company, whether directly or indirectly, in France and in any corporate purpose. country, shall be: It shall be entitled to act and to effect the aforementioned • industry and trade relating to all food products; transactions directly or indirectly, in any form whatsoever, on its own behalf or on behalf of third parties, and whether alone or in • the performance of any and all fi nancial transactions and the a joint-venture, association, grouping or company involving any management of any and all property rights and securities, other individuals or companies. whether listed or unlisted, French or foreign, together with the acquisition and the management of any and all real estate It shall also be entitled to acquire interests and holdings in any properties and rights. and all French and foreign companies and businesses, regardless of the purpose thereof, by means of the establishment of special In general, the Company shall be entitled to effect any and companies, through asset contributions or subscriptions, through all property, real estate, industrial, commercial, and fi nancial the acquisition of shares, bonds or other securities and any and all transactions relating directly or indirectly or possibly useful in any company rights, and, in general, by any means whatsoever.
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