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2013 REGISTRATION DOCUMENT Annual Financial Report

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2013 REGISTRATION DOCUMENT Annual Financial Report DANONERegistration Document 13 Annual Financial Report TABLE OF CONTENTS SELECTED FINANCIAL INFORMATION, SOCIAL, SOCIETAL 1 INFORMATION ABOUT THE ISSUER 5 AND ENVIRONMENTAL RESPONSIBILITY 160 AND INFORMATION ON THE 5.1 Danone social, societal and environmental approach 162 REGISTRATION DOCUMENT 4 5.2 Information concerning the Group’s social, societal and environmental performance in compliance with 1.1 Selected fi nancial information 6 the Grenelle II law 165 1.2 Information about the issuer 6 5.3 Funds sponsored by Danone 190 1.3 Information about the Registration Document 8 CORPORATE GOVERNANCE 196 OVERVIEW OF ACTIVITIES, RISK FACTORS 10 6 6.1 Governance bodies 198 2 6.2 Positions and responsibilities of the Directors and nominees to the Board of Directors 222 2.1 History 12 6.3 Compensation and benefi ts for executives 2.2 Presentation of the Group 13 and governance bodies 239 2.3 Strategic growth areas 14 6.4 Internal control and risk management 267 2.4 Description and strategy of the Divisions 16 6.5 Statutory auditors’ special report on related party 2.5 Other elements related to the Group’s activity agreements and commitments 275 and organization 18 2.6 Simplifi ed organizational chart of the Group as of December 31, 2013 23 SHARE CAPITAL AND SHARE OWNERSHIP 284 2.7 Risk factors 25 7 7.1 Company’s share capital 286 7.2 Treasury shares and DANONE call options held DANONE’S BUSINESS HIGHLIGHTS IN by the Company and its subsidiaries 287 2013 AND OUTLOOK FOR 2014 38 7.3 Authorization to issue securities that give access 3 to the share capital 291 3.1 Business highlights in 2013 40 7.4 Financial instruments not representing capital 294 3.2 Consolidated net income review 43 7.5 Dividends paid by the Company 295 3.3 Free cash-fl ow 51 7.6 Voting rights, crossing of thresholds 296 3.4 Balance sheet and fi nancial security review 55 7.7 Share ownership structure as of December 31, 2013 and signifi cant changes over the last three fi scal years 298 3.5 Outlook for 2014 61 7.8 Market for the Company’s shares 301 3.6 Financial indicators not defi ned by IFRS 64 7.9 Factors that might have an impact in the event 3.7 Documents available to the public 65 of a tender offer 302 7.10 Change of control 303 FINANCIAL STATEMENTS 66 4 4.1 Consolidated fi nancial statements and Notes COMBINED SHAREHOLDERS’ MEETING to the consolidated fi nancial statements 68 8 OF APRIL 29, 2014 304 4.2 Financial statements of the parent company Danone 139 4.3 Fees paid by the Group to the Statutory auditors 8.1 Shareholders’ Meetings 306 and members of their network 159 8.2 Draft resolutions presented at the Shareholders’ Meeting 306 4.4 Information originating from third parties, expert opinions 8.3 Comments on the resolutions of the Shareholders’ Meeting 314 and declarations of interest 159 8.4 Special report of the Statutory auditors presented at the Shareholders’ Meeting 335 APPENDIX 336 Cross-reference tables 338 List of subsidiaries 344 This label recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking. BRINGING HEALTH THROUGH FOOD TO AS MANY PEOPLE AS POSSIBLE 2013 REGISTRATION DOCUMENT 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 fi led with the French fi nancial markets authority (Autorité des M archés F inanciers, or AMF) on March 21 , 2014, pursuant to Article 212-13 of its general regula- tions. This Registration Document may be used in support of a fi nancial 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. DANONE 2013 Registration Document 1 KEY FIGURES DESPITE STRONG HEADWINDS THAT TOOK A TOLL ON OUR BUSINESS, 2013 WAS A YEAR OF SOLID GROWTH AND DECISIVE PROGRESS IN BUILDING DANONE’S FUTURE. ORGANIC GROWTH OF NEARLY 5% HAS BEEN DRIVEN BY THE SUCCESS OF MANY STRATEGIC PROJECTS. WE ALSO ACHIEVED MAJOR PROGRESS ON INITIATIVES THAT WILL MAKE OUR GROUP STRONGER STARTING IN 2014. WE ARE HOLDING OUR COURSE, FOCUSED ON BUILDING A SOLID GROUP AND RETURNING TO SUSTAINABLE, PROFITABLE GROWTH IN THE COURSE OF 2014. +4.8% €21,298 MLN €2,809 MLN 2013 Sales in 2013 Trading operating income like-for-like in 2013 sales growth FULL-YEAR GROUP SALES DIVIDEND (in € billions) (in € per share) 1.45 1.45 1.39 20.9 21.3 1.30 19.3 1.20 1.20 1.10 17.0 1.00 15.2 14.5 15.0 13.6 13.7 0.85 13.1 13.0 12.8 12.1 0.68 0.58 0.61 0.52 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2 2013 Registration Document DANONE KEY FIGURES THE GROUP’S STRATEGY IS CONSISTENT WITH ITS MISSION OF “BRINGING HEALTH THROUGH FOOD TO AS MANY PEOPLE AS POSSIBLE” GROUP’S SALES BREAKDOWN • 104,642 employees in 57 countries 2001 • Reduction of carbon intensity (a) 37% by 37.4% from 2008 to 2013 • Ranked n° 1 in the ATNI index s ales realized (Access To Nutrition Index) outside Europe • Ranked in leading social responsibility indexes: Dow Jones Sustainability Index, Vigeo, Ethibel Sustainability Index. 2013 (a) Based on constant scope of consolidation, excluding Unimilk group’s companies, and on emissions under Danone’s direct 61% responsibility (packaging, industrial activities, logistics and end of life). s ales realized outside Europe KEY FINANCIAL FIGURES 2011 2012 2013 Sales (a) 19,318 20,869 21,298 Like- for- like growth (b) + 7.8% + 5.4% + 4.8% Trading operating income (a) (b) 2,843 2,958 2,809 Trading operating margin (b) 14.72% 14.18% 13.19% Like- for- like growth (b) + 20 bps - 50 bps - 81 bps Net income (a) 1,855 1,787 1,550 Earnings per share - Group share (c) 2.77 2.78 2.42 Underlying fully diluted EPS (b) (c) 2.89 3.01 2.78 Free cash-fl ow excluding exceptional items (a) (b) 1,874 2,088 1,549 (a ) In € per share. (b) Financial indicator not defined by IFRS, see definition in section 3.6 Financial indicators not defined by IFRS. (c) In € per share. DANONE 2013 Registration Document 3 SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT 4 2013 Registration Document DANONE 1 1.1 SELECTED FINANCIAL INFORMATION 6 1.2 INFORMATION ABOUT THE ISSUER 6 Legal name and trade name 6 Registration number in the Register of commerce and companies 6 Date of incorporation and term of the Company 6 Registered offi ce 6 Legal form and applicable law 6 Corporate purpose 7 Statutory auditors 7 1.3 INFORMATION ABOUT THE REGISTRATION DOCUMENT 8 References and defi nitions 8 Incorporation by reference 9 Persons responsible for the Registration Document 9 DANONE 2013 Registration Document 5 SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT Selected fi nancial information 1.1 SELECTED FINANCIAL INFORMATION The fi nancial information presented in section Key figures is extracted from Consolidated fi nancial statements and Notes to the consolidated fi nancial s ection 3 Danone’s business highlights in 2013 and outlook for 2014 and from statements for 2013 fiscal year are presented in s ection 4.1 Consolidated the Danone group’s consolidated fi nancial statements for 2013 fi scal year financial statements and Notes to the consolidated financial statements. prepared in accordance with International Financial Reporting Standards (IFRS). 1.2 INFORMATION ABOUT THE ISSUER Legal name and trade name The Company’s legal name is “Danone” (hereafter the “Company”), having been changed by the Shareholders’ 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’ Meeting of April 25, 2013 extended the term of the Company to April 25, 2112. Registered offi ce The Company’s registered office is located at 17, boulevard Haussmann, in Paris (75009), France. The telephone number of the registered office 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 c ode. 6 2013 Registration Document DANONE SELECTED FINANCIAL INFORMATION, INFORMATION ABOUT THE ISSUER AND INFORMATION ON THE REGISTRATION DOCUMENT Information about the issuer Corporate purpose In accordance with Article 2 of Danone’s by-laws, the purpose of the Company, It shall be entitled to act and to effect the aforementioned transactions directly or 1 whether directly or indirectly, in France and in any country, shall be: indirectly, in any form whatsoever, on its own behalf or on behalf of third parties, • industry and trade relating to all food products; and whether alone or in a joint-venture, association, grouping or company involving any other individuals or companies.
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