2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

6GENERAL MEETINGReport of the Board of Directors on Extraordinary Business Annual General Meeting of 14 April 2011II. FINANCIAL AUTHORISATIONSTo permit the Company to raise funds in the market should it appearnecessary to finance its continued growth strategy, we are seekingthe renewal of all financial authorisations due to expire, bearing inmind that the maximum limits for these various authorisations havebeen decreased and are in line with the recommendations made bythe various consulting firms.Thus, it is proposed that you delegate to the Board of Directors, fora period of 26 months, the competence to decide:■■■■■■The issue of shares or of negotiable securities convertible into theCompany’s capital or giving entitlement to the allocation of new orexisting shares of the Company or of debt securities of the Company,with retaining shareholders’ preferential subscription rights, withthe power, in the event of surplus subscription applications, toincrease the number of shares. The overall nominal amount ofnegociable securities convertible into Company’s capital likelyto be issued in vertu of this delegation, could not exceed eightymillion euros, if it consists in shares representing a quota lot of thecapital, and two billion euros or its exchange value in currenciesor composite monetary units, if it consists in debt securities.The issue by public offering or to the benefit of the personsreferred in paragraph II of Article L.411-2 of Monetary andFinancial Code, of shares or of negotiable securities convertibleinto the Company’s capital or giving entitlement to the allocationof new or existing shares of the Company or of debt securities ofthe Company, with the suppression of shareholders’ preferentialsubscription rights, with the power, in the event of surplussubscription applications, to increase the number of shares.Persons referred to in paragraph II of Article L.411-2 of Monetaryand Financial Code would be determined by the Board of Directors.The overall nominal amount of negociable securities likely to beissued by public offering, could not exceed forty million euros,if it consists in shares representing a quota lot of the capital,and two billion euros or its exchange value in currencies orcomposite monetary units, if it consists in debt securities. Theoverall nominal amount of any capital increases that might becompleted, whether immediately and/or in the future, in theframework of issue to the benefits of the persons referred inparagraph II of Article L.411-2 of Monetary and Financial Codecould not exceed 10% of the Company’s capital each year.The issue price would be at least equal to the weighted averageshare price on the Euronext Paris regulated market during thethree last stock market sessions preceding the fixing thereof,subject to a maximum possible discount of 5%. The Boardwould also be authorized, up to a maximum of 10% of theauthorized share capital per year, to set the issue price on thebasis of the weighted average share price during the ten laststock market sessions preceding the fixing thereof, subject toa maximum possible discount of 5%, by way of exception tothe provisions of Article L. 225-136-1 of the Commercial Code;To increase the authorized share capital by the capitalizationof reserves, profits, premiums or other sums the capitalizationof which is allowed. The amount of increase in the Company’scapital resulting from issue realized on this basis shouldnot exceed the nominal amount of eighty million euros.The issue of shares or negotiable securities convertible into theCompany’s capital in the event of a takeover bid being madeby Casino, Guichard-Perrachon for the shares of another listedcompany with the suppression of shareholders’ preferentialsubscription rights. The overall nominal amount of negociablesecurities convertible into Company’s capital likely to be issuedin vertu of this delegation, could not exceed eighty millioneuros, if it consists in shares representing a quota lot of thecapital, and two billion euros or its exchange value in currenciesor composite monetary units, if it consists in debt securities.It is also proposed to delegate to the Board of Directors, for a period oftwenty-six months, the power to decide to issue shares or negotiablesecurities convertible into the Company’s capital, up to a maximumof 10% of the Company’s capital, in order to pay for contributionsin kind made to the Company and consisting of equity securities ornegotiable securities convertible into the capital, in accordance withArticle L. 225-147 of the Commercial Code.The overall nominal amount of any capital increases that might becompleted, whether immediately and/or in the future, on the basis ofthese delegations, could not exceed eighty million euros, and the oneof any issues of debt securities that might be completed, whetherimmediately and/or in the future, on the basis of these delegationscould not exceed two billion euros or its exchange value in currenciesor composite monetary units.The General Meeting may also be assigned to authorize the Companyor the companies that hold more that half of the Company’s capitalto issue negotiable securities giving entitlement to the allocation ofCasino’ existing shares.As the Board's authorisation to make stock grants of existing or newshares to certain employees and executive officers of the Group is dueto expire, the Board is seeking its renewal for a period of twenty-sixmonths. The total number of shares that may be granted pursuantto this authorisation may not be more than 1% of the total numberof shares comprising the Company's share capital on the date ofthe Annual General Meeting. The Board will have the power to setthe terms and conditions and, if applicable, any criteria related to thegrants. The shares granted will be subject to a vesting period of atleast two years and a lock-up period of at least two years as of thevesting date. Share grants made under the previous authorisationare described on page 35.In order to harmonise the term of all authorisations given to the Boardof Directors, we are seeking early renewal, for a period of 26 months,of the following authorisations:■■To grant stock options exercisable for new or existing sharesto employees and executive officers of the Company or relatedcompanies. Directors are not entitled to receive stock options. Thetotal number of options that may be granted may not exceed 2%of the total number of shares comprising the Company's sharecapital on the date of the Annual General Meeting, not includingoptions previously granted but not yet exercisedThe exercise pricemay not be less than the average of the opening prices quotedduring the twenty trading days preceding the option grant date. Inthe case of options on existing shares, the exercise price may notbe less than the average price paid for the shares bought backby the Company pursuant to Articles L.225-208 and L.225-209of the French Commercial Code (Code de commerce). The life ofthe options may not exceed seven years. Options granted underthe previous authorisation are described on page 34.To reduce the share capital by cancelling shares of the Companyacquired pursuant to the provisions of article L.225-209 of theFrench Commercial Code (Code de commerce).204 Casino Group | Registration Document 2010