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DANONE Registration Document 2008

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DANONE Registration Document 2008 DANONE Registration Document 2008 1 PERSONS RESPONSIBLE 2 16 ORGANIZATION OF THE ADMINISTRATIVE 1.1 Person Responsible for the Registration Document 2 AND GOVERNING BODIES 62 1.2 Statement by the Person Responsible for the Registration Document 2 16.1 Directors’ Terms of Offi ce 62 16.2 Service Contracts 62 2 STATUTORY AUDITORS 3 16.3 Audit Committee, Nomination and Compensation Committee and Social Responsibility Committee 62 16.4 Corporate Governance 66 3 SELECTED FINANCIAL INFORMATION 4 16.5 Conditions for the Preparation and Organization of the Board of Director’s Activities 66 4 RISK FACTORS 6 16.6 Summary of the Internal Controls and Risk Management Procedures Established by the Company 67 4.1 Risk Identifi cation and Control Policy 6 16.7 Statutory Auditor’s Report 71 4.2 Risks Inherent to the Business Activity 6 4.3 Legal Risks 9 4.4 Industrial Risks 10 17 EMPLOYEES 72 4.5 Risks Related to the Environment 10 17.1 Human Resources and Social Responsibility 72 4.6 Financial Market Risks 11 17.2 Profi t Sharing and Stock Option Plans 75 4.7 Insurance and Risk Coverage 12 17.3 Employee Share Ownership 80 5 COMPANY INFORMATION 14 18 PRINCIPAL SHAREHOLDERS 81 5.1 Company History and Evolution 14 18.1 Company Shareholding as of December 31, 2008 and Signifi cant Changes over the Last Three Fiscal Years 81 5.2 Investments 17 18.2 Voting Rights 83 18.3 Change in Corporate Control 83 6 OVERVIEW OF BUSINESS ACTIVITIES 19 18.4 Market for Company’s Securities 84 6.1 Principal Business Activities of the Group 19 18.5 Investments in Listed Companies 85 6.2 Principal Markets 24 19 RELATED PARTY TRANSACTIONS 86 7 ORGANIZATIONAL CHART 30 7.1 Group Description 30 20 FINANCIAL INFORMATION CONCERNING 7.2 Simplifi ed Organizational Structure of The Group as of December 31, 2008 30 THE COMPANY’S ASSETS, FINANCIAL POSITION AND RESULTS 87 8 PROPERTY, PLANT AND EQUIPMENTS 33 20.1 Consolidated Documents 88 20.2 Corporate Documents 143 8.1 Main Production Sites 33 20.3 Dividend Distribution Policy 174 8.2 Environment and Safety 33 20.4 Legal and Arbitration Proceedings 175 20.5 Signifi cant Change in the Financial or Commercial Position 175 9 OPERATING AND FINANCIAL REVIEW 35 9.1 Financial Position 37 21 9.2 Operating Income 42 ADDITIONAL INFORMATION 176 21.1 Share Capital 176 21.2 Incorporation Documents and By-Laws 182 10 LIQUIDITY AND CAPITAL RESOURCES 43 10.1 Net Debt 43 22 10.2 Cash Flows 44 IMPORTANT CONTRACTS 185 10.3 Financing Structure and Financial Security 45 10.4 Contractual Obligations and Off-Balance Sheet Commitments 46 23 INFORMATION ORIGINATING FROM THIRD PARTIES, EXPERT DECLARATIONS 11 RESEARCH AND DEVELOPMENT, AND DECLARATIONS OF INTEREST 186 PATENTS AND LICENSES 47 11.1 Research and Development Policy 47 24 DOCUMENTS AVAILABLE TO THE PUBLIC 187 11.2 Protection of Industrial and Intellectual Property Rights 48 25 INFORMATION REGARDING COMPANY EQUITY 12 TREND INFORMATION 49 INTERESTS 189 13 PROFIT FORECASTS OR ESTIMATES 50 A APPENDICES TO THE COMBINED SHAREHOLDERS MEETING OF APRIL 23, 2009 190 14 ADMINISTRATIVE, MANAGEMENT, A.1 Draft of Resolutions presented at the Combined Shareholders’ Meeting of April 23, 2009 191 AND SUPERVISORY BODIES, A.2 Statutory Auditors’ Special Reports presented AND SENIOR MANAGEMENT 51 at the Shareholders’ Meeting of April 23, 2009 209 14.1 Composition of the Board of Directors and of the Executive Committee 51 A.2 bis Statutory Auditors’ Supplemental Report presented 14.2 Confl icts of Interests 53 at the Shareholders’ Meeting of April 23, 2009 212 A.3 Positions and responsibilities of the directors and the nominees to the Board of Directors 214 15 REMUNERATION AND BENEFITS 54 15.1 Remuneration paid out during the Fiscal Year 54 15.2 Retirement Benefi ts 58 RECONCILIATION TABLE 234 15.3 Information on Transactions carried out with Members of the Administrative, Management, and Supervisory Bodies 59 GROUPE DANONE Registration Document 2008 The French language version of this Document de Référence (Registration Document) was fi led with the Autorité des marchés financiers on March 20, 2009, pursuant to article 212-13 of its General Regulations. This Registration Document may only be used in support of a fi nancial transaction if supplemented by a note d’opération (or securities notice) 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 2008 1 1 PERSONS RESPONSIBLE 1.1 Person Responsible for the Registration Document Mr. Franck RIBOUD Chairman and 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 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 and fi nancial position of the Company and all companies within thereto, that to the best of our knowledge all of the information its scope of consolidation, as well as a description of the principal in this registration document is accurate, and that no information risks and uncertainties that they face. liable to alter its scope has been omitted. The statutory auditors have provided us with a letter (lettre de fin We certify that, to our knowledge, the fi nancial statements in de travaux, or auditors’ completion letter) stating that their work this document are prepared in accordance with applicable has been completed, and in which they indicate that they have accounting standards and provide a faithful representation of verifi ed the information included in this registration document the assets, the fi nancial situation, and results of the Company relative to the fi nancial situation and the fi nancial statements, and and all companies within its scope of consolidation, and that the have read this registration document in its entirety.” management report referred to in the reconciliation table presents The Chairman and Chief Executive Officer, a faithful representation of the evolution of the business, results Franck RIBOUD 2 Registration Document 2008 - GROUPE DANONE 2 STATUTORY AUDITORS STATUTORY AUDITORS MAZARS 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 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 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 DANONE - Registration Document 2008 3 3 SELECTED FINANCIAL INFORMATION Preamble Pursuant to article 28 of the Regulations (EC) # 809/2004 of the • the consolidated fi nancial statements and the statutory auditors’ European Commission dated April 29, 2004 and to paragraph 36 of report relative to the fi scal year ended on December 31, 2007 on standard IAS 1, Presentation of the financial statements, requiring pages 80 to 130 of the Registration Document that was fi led with that one-year comparative information must be presented at a the AMF on March 26, 2008 under fi ling number D.08-149; minimum, this Registration Document incorporates by reference • the statutory fi nancial statements and the statutory auditors’ the following information: report relative to the fi scal year ended on December 31, 2007 • the consolidated fi nancial statements and the statutory auditors’ on pages 137 to 149 of the Registration Document fi led with report relative to the fi scal year ended on December 31, 2006 on the AMF on March 26, 2008; pages 96 to 151 of the Registration Document that was fi led with • selected fi nancial information, the operating and fi nancial review the AMF on March 27, 2007 under fi ling number D.07-0236; and all of the non-fi nancial information pertaining to the fi scal • the statutory fi nancial statements and the statutory auditors’ year ended on December 31, 2007 on pages 5, 15 to 16, 34 report relative to the fi scal year ended on December 31, 2006 to 45 of the Registration Document that was fi led with the AMF on pages 170 to 182 of the Registration Document fi led with on March 26, 2008. the AMF on March 27, 2007; General Information The Danone group (hereinafter referred to as the “Group” or include 2 months of Numico’s following since its takeover by the “Danone”) is a major player in the global food industry with sales Group on October 31, 2007.
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