2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

GENERAL MEETINGReport of the Board of Directors on Extraordinary Business Annual General Meeting of 14 April 20116Amendment relating to the age limit for directorsWe also propose to amend the age limit for directors by simply applying the provisions set out by law, that is no more than one third of thedirectors may be aged over 70.We therefore propose to amend the wording of section II of article 16 of the by-laws as follows:Old versionNew versionI. (…) I. (…)II. The age limit for the exercising of the offices of director, individual, orpermanent representative of director, legal entity, is fixed at 70 years.The director or permanent representative reached by the age limitremains in office until the expiry of his current office.This age limit does not apply to persons who have exercised previouslythe offices of member of the Board of Directors of the Company.By exception to these provisions, an office may be given to a personover this age limit, or be renewed for a duration of three years nonrenewable.In any case, the number of directors, individuals, and permanentrepresentatives of directors, legal entities, having exceeded the ageof 70 cannot be greater than one forth of the director sin office. In theevent of exceeding of the proportion, the oldest director or permanentrepresentative is deemed resigning automatically at the end of theannual Ordinary General Meeting ruling on the accounts of the yearduring which the age limit was exceeded.III. (…)II. No person over the age of seventy (70) may be elected as directoror permanent representative of a corporate director if such electionwould cause the number of directors and permanent representativesof corporate directors over that age to be more than one third of thetotal. In the event of exceeding of the proportion, the oldest directoror permanent representative is deemed resigning automatically at theend of the annual Ordinary General Meeting ruling on the accounts ofthe year during which the age limit was exceeded.III. (…)Amending the by-laws to reflect new regulations on shareholders' rightsWe propose to amend the wording of articles 25-II, 25-IV, 27-I and 28-III of the by-laws to reflect the new regulations on shareholders’ rightsintroduced by the decree of 23 June 2010 and the ordinance of 9 December 2010. The new regulations extend the options for shareholderswishing to appoint a proxy. They also permit electronic proxies to be revoked and increase the advance notice to be given for a GeneralMeeting on second call from six to ten days.The proposed amendments are as follows:Old versionArticle 25 – Setting up of the General MeetingsI. (…)II. Anyshareholder may be represented only by his/her spouse or byanother shareholder by virtue of a special written proxy signed by theshareholder.Minors and incompetent persons are represented by their guardiansand trustees, without the latter needing to be shareholders in person.A legal entity is validly represented by any legal representative havingcapacity or by a person specially empowered for that purpose.The owner of shares whose domicile is not in France may be representedby the middleman properly registered as owner of these shares onbehalf of the latter.III. (…)New versionArticle 25 – Setting up of the General MeetingsI. (…)II. Shareholders may appoint a proxy to represent them in accordancewith the provisions of the law.Minors and incompetent persons are represented by their guardiansand trustees, without the latter needing to be shareholders in person.A legal entity is validly represented by any legal representative havingcapacity or by a person specially empowered for that purpose.The owner of shares whose domicile is not in France may be representedby the middleman properly registered as owner of these shares onbehalf of the latter.III. (…)Registration Document 2010 | Casino Group201