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09Registration Document DANONE 09 REGISTRATION DOCUMENT 1 PERSONS RESPONSIBLE 2 16 ORGANIZATION OF THE ADMINISTRATIVE 1.1 Person Responsible for the Registration Document 2 AND GOVERNING BODIES 71 1.2 Statement by the Person Responsible for the Registration Document 2 16.1 Directors’ Terms of Offi ce 71 16.2 Service Contracts 71 2 STATUTORY AUDITORS 3 16.3 Audit Committee, Nomination and Compensation Committee and Social Responsibility Committee 71 16.4 Corporate Governance 76 3 SELECTED FINANCIAL INFORMATION 4 16.5 Conditions for the Preparation and Organization of the Board of Director’s Activities 76 4 RISK FACTORS 6 16.6 Report on Internal Controls and Risk Management Procedures Established by the Company 78 4.1 Risk Identifi cation and Control Policy 6 16.7 Statutory Auditor’s Report 83 4.2 Operational Risks Related to the Group’s Business Sectors 6 4.3 Operational Risks Specifi c to the Group’s Activity and Organization 8 4.4 Legal Risks 9 17 EMPLOYEES 84 4.5 Industrial Risks 10 17.1 Human Resources and Social Responsibility 84 4.6 Environmental Risks 11 17.2 Profi t Sharing and Stock Option Plans 88 4.7 Financial Market Risks 12 17.3 Employee Share Ownership 97 4.8 Insurance and Risk Coverage 13 18 PRINCIPAL SHAREHOLDERS 98 5 INFORMATION REGARDING THE COMPANY 15 18.1 Shareholding Structure as of December 31, 2009 and Signifi cant Changes over the Last Three Fiscal Years 98 5.1 Corporate History 15 18.2 Voting Rights 100 5.2 Investments 18 18.3 Change in Corporate Control 101 18.4 Market for the Company’s Securities 101 6 OVERVIEW OF BUSINESS ACTIVITIES 20 18.5 Investments in Listed Companies 102 6.1 Principal Business Activities of the Group 20 6.2 Principal Markets 25 19 RELATED PARTY TRANSACTIONS 103 7 ORGANIZATIONAL CHART 32 20 FINANCIAL INFORMATION CONCERNING 7.1 Description of the Group 32 THE COMPANY’S ASSETS, FINANCIAL POSITION, 7.2 Simplifi ed Group Organizational Chart as of December 31, 2009 32 AND RESULTS 104 20.1 Consolidated documents 105 8 PLANTS AND EQUIPMENT 35 20.2 Corporate documents 158 8.1 Main Production Sites 35 20.3 Dividend distribution policy 191 8.2 Environment and Safety 35 20.4 Legal and arbitration proceedings 192 20.5 Signifi cant change in the fi nancial 9 OPERATING AND FINANCIAL REVIEW 37 or commercial position 192 9.1 Financial Position 39 9.2 Operating Income 43 21 ADDITIONAL INFORMATION 193 21.1 Share Capital 193 10 LIQUIDITY AND CAPITAL RESOURCES 45 21.2 Incorporation Documents and By-Laws 198 10.1 Net Debt 45 10.2 Cash Flows 47 22 IMPORTANT CONTRACTS 201 10.3 Financing Structure and Financial Security 48 10.4 Contractual Obligations and Off-Balance Sheet Commitments 49 23 INFORMATION ORIGINATING FROM THIRD PARTIES, EXPERT OPINIONS 11 RESEARCH AND DEVELOPMENT, AND DECLARATIONS OF INTEREST 202 PATENTS AND LICENSES 51 11.1 Research and Development Policy 51 24 DOCUMENTS AVAILABLE TO THE PUBLIC 203 11.2 Protection of Industrial and Intellectual Property Rights 52 25 INFORMATION REGARDING THE COMPANY’S 12 TREND INFORMATION 53 EQUITY INTERESTS 204 13 PROFIT FORECASTS OR ESTIMATES 54 A APPENDICES TO THE COMBINED SHAREHOLDERS’ MEETING OF APRIL 22, 2010 205 14 ADMINISTRATIVE, MANAGEMENT, A.1 Draft of Resolutions presented at the Combined AND SUPERVISORY BODIES, Shareholders’ Meeting of April 22, 2010 206 AND GENERAL MANAGEMENT 56 A.2 Statutory Auditors’ special reports presented at the Shareholders’ Meeting of April 22, 2010 214 14.1 Composition of the Board of Directors and of the Executive Committee 56 A.2 bis Board of Directors’ supplementary report 214 14.2 Confl icts of Interest 58 A.2 ter Statutory Auditors’ supplementary report to the Shareholders’ Meeting of April 22, 2010 217 A.3 Positions and responsibilities of the Directors and the nominees 15 COMPENSATION AND BENEFITS 59 to the Board of Directors 218 15.1 Compensation paid out during the Fiscal Year 59 15.2 Retirement Obligations 65 CROSS-REFERENCE TABLE 15.3 Information On Transactions carried out with Members of the Administrative, Management, and Supervisory Bodies 65 TO THE ANNUAL FINANCIAL REPORT 236 Registration Document 2009 The French language version of this Registration Document (Document de Référence) was fi led with the French Financial Markets Authority (Autorité des marchés fi nanciers, or AMF) on March 19, 2010, pursuant to Article 212-13 of the AMF’s General Regulations. This Registration Document may be used only in support of a fi nancial transaction if supplemented by a securities prospectus (note d’opération) authorized by the Autorité des marchés fi nanciers. 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 – France, on Danone’s website: www.danone.com and on the website of the Autorité des marchés fi nanciers: www.amf-france.org DANONE - Registration Document 2009 1 1 PERSONS RESPONSIBLE 1.1 Person Responsible for the Registration Document Franck RIBOUD Chairman and Chief Executive Offi cer Danone 1.2 Statement by the Person Responsible for the Registration Document This is a free translation into English of the Chairman and Chief Executive Offi cer’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, its scope of consolidation, as well as a description of the principal that to the best of our knowledge all of the information in this risks and uncertainties that they face. Registration Document is accurate, and that no information liable The Statutory Auditors have provided us with a letter (lettre de fin to alter its scope has been omitted. de travaux, or auditors’ completion lettre) stating that their work We certify that, to our knowledge, the fi nancial statements in this has been completed, and in which they indicate that they have document have been prepared in accordance with applicable verifi ed the information included in this registration document accounting standards and provide a faithful representation of the relative to the fi nancial situation and the fi nancial statements, and assets, the fi nancial situation, and the results of the Company have read this registration document in its entirety.” and of all companies within its scope of consolidation, and that The Chairman and Chief Executive Offi cer the management report referred to in the cross-reference table presents a faithful representation of the business trends, results, Franck RIBOUD and fi nancial position of the Company and of all companies within 2 Registration Document 2009 - DANONE 2 STATUTORY AUDITORS PRINCIPAL STATUTORY AUDITORS MAZARS PRICEWATERHOUSECOOPERS AUDIT Member of the Compagnie Régionale des Commissaires aux Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles 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 Ariane MIGNON Represented by Étienne BORIS 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 December 31, 2009 (1) statements for the fi scal year ended December 31, 2009 (1) 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 December 31, 2009 (1) statements for the fi scal year ended December 31, 2009 (1) (1) The Shareholders’ Meeting to be held on April 22, 2010 will consider a resolution concerning the renewal of appointment, or the replacement, of those Statutory Auditors whose appointments expire at the close of that meeting. DANONE - Registration Document 2009 3 3 SELECTED FINANCIAL INFORMATION Preamble Pursuant to Article 28 of Regulation (EC) No. 809/2004 of the 34 to 45 of the Registration Document that was fi led with the European Commission dated April 29, 2004 and to Section 36 of AMF on March 26, 2008; IAS 1, Presentation of Financial Statements, requiring that at least • the consolidated fi nancial statements and the Statutory one-year comparative information be presented, this Registration Auditors’ report relative to the fi scal year ended December 31, Document incorporates by reference the following information: 2008 on pages 88 to 141 of the Registration Document that • the consolidated fi nancial statements and the Statutory was fi led with the AMF on March 20, 2009 under fi ling number Auditors’ report relative to the fi scal year ended December 31, D.09-0143; 2007 on pages 80 to 130 of the Registration Document that • the Company fi nancial statements and the Statutory Auditors’ was fi led with the AMF on March 26, 2008 under fi ling number report relative to the fi scal year ended December 31, 2008 on D.08-149; pages 156 to 168 of the Registration Document that was fi led • the Company fi nancial statements and the Statutory Auditors’ with the AMF on March 20, 2009; report relative to the fi scal year ended December 31, 2007 on • the key fi nancial information, the Group operating and fi nancial pages 137 to 149 of the Registration Document that was fi led review, and all of the non-fi nancial information pertaining to the with the AMF on March 26, 2008; fi scal year ended December 31, 2008 on pages 5, 17, 18, and • the key fi nancial information, the Group operating and fi nancial 37 to 48 of the Registration Document that was fi led with the review, and all of the non-fi nancial information pertaining to the AMF on March 20, 2009; fi scal year ended December 31, 2007 on pages 5, 15, 16, and • the Updated Registration Document that was fi led with the AMF on May 28, 2009 under fi ling number D.09-0143-A01.
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