2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

PARENT COMPANY FINANCIAL STATEMENTSStatutory Auditors’ special report on regulated agreements and commitments with related parties44.9. STATUTORY AUDITORS’ SPECIAL REPORT ONREGULATED AGREEMENTS AND COMMITMENTSWITH RELATED PARTIESSHAREHOLDERS’ MEETING HELD TO APPROVE THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with related partiesthat is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulatedagreements and commitments should be read in conjunction with, and construed in accordance with, French law and professional auditingstandards applicable in France. It should be understood that the agreements reported on are only those provided by the French CommercialCode (Code de commerce) and that the report does not apply to those related party transactions described in IAS 24 or other equivalentaccounting standards.To the Shareholders,In our capacity as Statutory Auditors of your Company, we herebyreport to you on regulated agreements and commitments with relatedparties.The terms of our engagement require us to communicate to you,based on information provided to us, the principal terms and conditionsof those agreements and commitments brought to our attention orwhich we may have discovered during the course of our audit, withoutexpressing an opinion on their usefulness and appropriateness oridentifying such other agreements, if any. It is your responsibility,pursuant to Article R. 225-31 of the French Commercial Code (Code decommerce), to assess the interest involved in respect of the conclusionof these agreements for the purpose of approving them.Our role is also to provide you with the information provided for inArticle R. 225-31 of the French Commercial Code in respect of theperformance of the agreements and commitments, already authorizedby the Shareholders’ Meeting and having continuing effect duringthe year, if any.We conducted our procedures in accordance with the professionalguidelines of the French National Institute of Statutory Auditors(Compagnie nationale des commissaires aux comptes) relating to thisengagement. These guidelines require that we agree the informationprovided to us with the relevant source documents.Agreements and commitments submitted tothe approval of the Shareholders’ MeetingPursuant to Article L. 225-40 of the French Commercial Code, thefollowing agreements and commitments, which were previouslyauthorized by your Board of Directors, have been brought to ourattention.Amendment to the agreement concerningloans and current account advancesentered into with MONOPRIX SAIndividuals concerned: Messrs. Philippe Houzé (Directorand Chairman & Chief Executive Officer of Monoprix SA) andGilles Pinoncely (Director of your Company and Monoprix SA).Nature and purpose: this arrangement relates to the increase from10 basis points to 40 basis points of the interest payable on the loansand current account advances effective 1 January 2010. Accordingly,the loans and advances granted by your Company to Monoprix SAbear interest at Euribor over the preset term of the loans and advancesgranted, with a 40 basis point mark-up.Terms and conditions: under this agreement, your Company recordedinterest income of €1,715 thousand in its financial statements for theyear ended 31 December 2010.Agreements and commitments alreadyapproved by the Shareholders’ MeetingAgreements and commitmentsapproved during previous yearsa) Having continuing effect during the yearPursuant to Article R. 225-30 of the French Commercial Code, wehave been advised that the following agreements and commitmentsauthorized in previous years have had continuing effect during theyear.1. Partnership agreement entered into with MercialysNature and purpose: under the terms of this agreement:■■■■■Mercialys has a call option on any commercial property assetdevelopment transaction within the scope of its operations,conducted in France by the Casino Group, alone or in partnershipwith third parties (shopping centres and medium-sized areasexcept food stores);Mercialys has the opportunity to purchase properties off-plan, usingthe current agreement discount rate so as to adjust the price asset out in the context of forward sales. It can also receive assetsvia contributions subject to usual terms;the option exercise price is determined on the basis of future annualnet rent payments related to the assets divided by a yield rate set inconsideration of the features of the assets concerned, as detailedbelow. To account for changes in market conditions, these yieldrates are revised by the parties on a half-year basis;this exercise price is adjusted half-yearly in order to take accountof the effective conditions of lettings. As for the difference, positiveas negative (upside/downside) between the effective rents resultingfrom the letting and the planned rents, it will be shared half and halfbetween Mercialys and the developer;when exercising its option, Mercialys can request that the developerproceed with the letting. In this case, benefits granted to thetenants will go to the developer and the price of the assets will beadjusted on the basis of the effective rents as resulting from theletting. Mercialys can also postpone the purchase as long as theminimum 85% letting target is not reached. If there is no agreementbetween the parties, the vacant premises are evaluated based onan appraisal.Registration Document 2010 | Casino Group153